SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): February 17, 1998
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WESTWOOD CORPORATION
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(Exact name of registrant as specified in Charter)
Nevada 0-19381 87-0430944
_________________ ___________ ___________________
(State or other (Commission (I.R.S. Employer
jurisdiction of File No.) Identification No.)
incorporation)
5314 South Yale Street, Tulsa, Oklahoma 74135
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (918) 524-0002
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Item 5. Other Events
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(a) Pending Legal Proceeding
On February 20, 1998, Westwood Corporation (the
"Company"), and its wholly owned subsidiary, MC II
Electric Company, Inc. ("MC II") (the Company and MC II,
collectively, the "Plaintiffs"), filed a petition in the
District Court of Tulsa County, State of Oklahoma, Case
Number CJ 98-0876, against Herschel P. McCullough
("McCullough").
In their petition, the Plaintiffs assert breach of
contract allegations against McCullough arising from
representations and warranties included in the Stock
Purchase Agreement dated May 28, 1997, by and between
McCullough and the Company with respect to the Company's
purchase of the issued and outstanding stock of MC II.
In addition, the Plaintiffs seek a declaratory
judgment that the termination of McCullough for cause was
permissible under the Employment Agreement dated May 28,
1997 (the "Employment Agreement"), by and between
McCullough and MC II, and seek monetary damages for
alleged breaches of the Employment Agreement and alleged
breaches of certain common law fiduciary duties in
connection with such employment.
As of this date, McCullough has not answered the
petition filed by the Plaintiffs and, accordingly, has
not yet asserted defenses to the Plaintiffs' allegations.
(b) Audit Committee
In accordance with Marketplace Rule 4310(c)(25)(B)
of the National Association of Securities Dealers, the
Board of Directors of the Company has created an Audit
Committee whose initial members shall be Anthony
Pantaleoni, John H. Williams, and Richard E. Minshall.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
WESTWOOD CORPORATION
March 11, 1998 By /s/ Paul R. Carolus
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Paul R. Carolus
Secretary, Treasurer, Chief
Financial Officer, and Director
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