SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2 to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
LXE Inc.
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(Name of Issuer)
Common Stock, par value $.01 Per Share
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(Title of Class of Securities)
502465 10 7
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(CUSIP Number)
William S. Jacobs
Electromagnetic Sciences, Inc.
660 Engineering Drive
Technology Park/Atlanta
P.O. Box 7700
Norcross, Georgia 30091-7700
(770) 263-9200, ext. 4214
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
October 3, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13 G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3)
or (4), check the following box .
Check the following box if a fee is being paid with this
statement . (A fee is not required only if the reporting
person: (1) has a previous statement of file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1: and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent
of such class. See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosure provided in a
prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
Item 4. Purpose of Transaction.
On October 3, 1996, the Board of Directors of
Electromagnetic Sciences, Inc. ("ELMG") approved an exchange
offer (the "Exchange Offer") under which the holders of LXE
shares would be offered the opportunity to receive .75 ELMG
shares for each LXE share surrendered for exchange. Before the
Exchange Offer can be initiated, the ELMG shares being offered
must be registered with the Securities and Exchange Commission,
and ELMG intends to file an appropriate registration statement
with the Commission in the near future. Acceptance of LXE shares
under the Exchange Offer will be subject to the condition, which
cannot be waived, that the issuance of ELMG shares in the
Exchange Offer and in a follow-up merger transaction (described
below), as well as the conversion of outstanding options under
the LXE Stock Incentive Plan into options under the ELMG Stock
Incentive Plan, be approved by the shareholders of ELMG. The
ELMG Board has called a Special Meeting of Shareholders to
consider this matter, to be held on a date to be determined and
not expected to be earlier than December 1996.
Acceptance of the LXE shares under the Exchange Offer will
also be subject to the condition, which cannot be waived, that
immediately following such acceptance ELMG holds not less than 90%
of the then-outstanding LXE shares and thereupon exercises its
right to cause, without further vote of the LXE shareholders, a
merger of LXE with a newly formed subsidiary of ELMG, as a result
of which LXE would become a wholly owned subsidiary of ELMG and
all remaining LXE shares held by the minority LXE shareholders
would be converted into ELMG shares, at the same ratio as in the
Exchange Offer. If the proposed merger occurs, it is unlikely
that the LXE Board would continue to include persons who are not
employed by or otherwise affiliated with ELMG.
The purpose of the proposed Exchange Offer and merger are to
provide ELMG with 100% ownership of LXE. ELMG believes that 100%
ownership would facilitate and encourage greater exchange and
sharing of technical and marketing resources among LXE and ELMG's
other operating subsidiaries; would result in more efficient
allocation and operation of production facilities; would
eliminate approximately $400,000 per year in expenses associated
with LXE's status as a publicly traded company; would assist ELMG
in communicating to investors and analysts the role and
capabilities of its various subsidiaries in the context of its
overall business strategies; and would increase ELMG's market
capitalization and shareholder base and thus may encourage market
makers and analysts to participate in the market for ELMG's
shares. At the same time, the current minority holders of LXE
shares could continue to participate in LXE's business, through
their ownership of ELMG shares, and would no longer be subject to
the very limited trading market for LXE shares, which has been
characterized by low volume, sporadic trading, few market makers
and wide bid-asked spreads.
Signature
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned hereby
certifies that the information set forth in this statement is
true, complete and correct.
October 4, 1996
ELECTROMAGNETIC SCIENCES, INC.
By: /s/ Thomas E. Sharon
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Thomas E. Sharon
President and Chief
Executive Officer
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
