CTA INCORPORATED
8-K, 1997-08-28
COMPUTER PROGRAMMING SERVICES
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                                UNITED STATES
                      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): AUGUST 15, 1997


                               CTA INCORPORATED
            (Exact name of registrant as specified in its charter)

     COLORADO                  33-44510           84-0797618

(State or other jurisdiction   (Commission    (I.R.S. Employer
incorporation)                 File Number)   Identification No.)

6116 EXECUTIVE BOULEVARD, ROCKVILLE, MARYLAND     20852
(Address of principal executive offices)       (Zip Code)

                            (301) 816-1200

       (Registrant's telephone number, including area code)

<PAGE>
                               CTA INCORPORATED
                                   FORM 8-K
                                CURRENT REPORT
                                AUGUST 15, 1997


Item 2.   Acquisition or Disposition of Assets

          On   July   11,   1997,   the   Company   entered   into   an  Asset
Acquisition Agreement with Orbital Sciences Corporation under which the
Company will sell to Orbital its Space and Telecommunications Systems business
and the Mobile Information and Communications Services business in exchange
for $18,000,000 (less retained receivables of at least $6million) in cash,
subject to certain adjustments and a $3 million holdback, and to assume
certain liabilities of the Company.  In addition, Orbital will pay to certain
lenders of the Company an aggregate of $27 million in partial or full
satisfaction of the Company's obligations to such lenders.The Company will
also be entitled to receive certain deferred consideration for future sales of
STARBus satellites and satellite buses and 3% of all cumulative revenues
attributable to GEMtrak tracking system in excess of a threshold amount of
$50 million.  The Sale was approved by the shareholders of the Company on 
August 4, 1997 and completed on August 15, 1997.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

          The pro forma financial information required pursuant to
  Article 11 of Regulation S-X will be filed as soon as
practicable but not later than 60 days from the date of this report.
<PAGE>

                                  SIGNATURE


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, thereunto duly authorized.


                                        CTA INCORPORATED



AUGUST 27, 1997                         /S/ GREGORY H. WAGNER
                                   Gregory H. Wagner
                                   Executive Vice President,
                                    Chief Financial Officer,
                                    Principal Accounting Officer
                                    and Treasurer



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