ACRODYNE COMMUNICATIONS INC
S-3/A, 1998-05-18
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 18, 1998

                           REGISTRATION NO. 333-50303
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                 AMENDMENT NO. 1
                                       TO
                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
    

                          ACRODYNE COMMUNICATIONS, INC.
             (Exact Name of Registrant as Specified in its Charter)
 DELAWARE                                                11-3067564
(State or Other Jurisdiction                           (I.R.S. Employer
  of Incorporation or                                Identification Number)
   Organization)
                             516 TOWNSHIP LINE ROAD
                          BLUE BELL, PENNSYLVANIA 19422
                                 (215) 542-7000
               (Address, Including Zip Code, and Telephone Number,
        Including Area Code, of Registrant's Principal Executive Offices)
                           A. ROBERT MANCUSO, CHAIRMAN
                          ACRODYNE COMMUNICATIONS, INC.
                             516 TOWNSHIP LINE ROAD
                          BLUE BELL, PENNSYLVANIA 19422
                                 (215) 542-7000
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)


     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.

     If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.

     If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.   X

     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.

     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. (continued on following page)

     If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.

   
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
              Title of Each Class of                     Amount to be         Proposed          Proposed           Amount of
            Securities to be Registered                   Registered          Maximum           Maximum           Registration
                                                                              Aggregate         Aggregate              Fee
                                                                               Price Per         Offering
                                                                                Unit             Price
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>                 <C>            <C>                    <C>   
Common Stock, par value $.01 per share.............            50,400(1)           $3.00          $151,200               $44.60
- ---------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share.............            84,600(2)           $3.00          $253,800               $74.87
- ---------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share.............           165,000(3)           $3.00          $495,000              $146.03
- ---------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share.............           200,000(4)           $3.00          $600,000              $177.00
- ---------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share.............           134,400(5)           $2.50          $336,000               $99.12
- ---------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share.............           225,600(6)           $2.50          $564,000              $166.38
- ---------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share.............           440,000(7)           $2.50        $1,100,000              $324.50
- ---------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share.............            40,000(8)           $4.50          $180,000               $53.10
- ---------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share.............            20,000(9)           $4.50           $90,000               $26.55
- ---------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share.............            20,000(10)          $4.50           $90,000               $26.55
- ---------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share.............            20,000(11)          $4.50           $90,000               $26.55
- ---------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share.............            40,000(12)          $4.50          $180,000               $53.10
- ---------------------------------------------------------------------------------------------------------------------------------
     Total     ....................................  Total  1,440,000                --         $4,130,000            $1,218.35**
- ---------------------------------------------------------------------------------------------------------------------------------

**       Previously paid.
(1)      Issuable upon exercise of warrants issued by the Registrant to Newlight
         Associates L.P. which, subject to certain adjustments, are each
         exercisable at $3.00 to purchase one share of Common Stock.
(2)      Issuable upon exercise of warrants issued by the Registrant to
         Newlight Associates (B.V.I.) L.P. which, subject to certain
         adjustments, are each exercisable at $3.00 to purchase one share of
         Common Stock.
(3)      Issuable upon exercise of warrants issued by the Registrant to
         Scorpion-Acrodyne Investors LLC which, subject to certain adjustments,
         are each exercisable at $3.00 to purchase one share of Common Stock.
(4)      Issuable upon exercise of warrants issued by the Registrant to S-A
         Partners which, subject to certain adjustments, are each exercisable at
         $3.00 to purchase one share of Common Stock.
(5)      Issued by the Registrant to Newlight Associates L.P. at $2.50 per
         share of Common Stock.
(6)      Issued by the Registrant to Newlight Associates (B.V.I.) L.P at $2.50
         per share of Common Stock.
(7)      Issued by the Registrant to Scorpion-Acrodyne Investors LLC at $2.50
         per share of Common Stock.
(8)      Issuable upon exercise of warrants issued by the Registrant to Colin
         Winthrop & Co., Inc., which, subject to certain adjustments, are each
         exercisable at $4.50 to purchase one share of Common Stock.
(9)      Issuable upon exercise of warrants issued by the Registrant to Eleven
         Congers Inc., which, subject to certain adjustments, are each
         exercisable at $4.50 to purchase one share of Common Stock.
(10)     Issuable upon exercise of warrants issued by the Registrant to TWL
         Associates, Inc., which, subject to certain adjustments, are each
         exercisable at $4.50 to purchase one share of Common Stock.  (continued on following page)
<PAGE>
(11)     Issuable upon exercise of warrants issued by the Registrant to Richard
         Serbin, which, subject to certain adjustments, are each exercisable at
         $4.50 to purchase one share of Common Stock.
(12)     Issuable upon exercise of warrants issued by the Registrant to Allen
         Ginesin, which, subject to certain adjustments, are each exercisable at
         $4.50 to purchase one share of Common Stock.
</TABLE>
    



The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.

   
                    SUBJECT TO COMPLETION, DATED MAY 18, 1998
    

PRELIMINARY PROSPECTUS

                          ACRODYNE COMMUNICATIONS, INC.
              800,000 shares of Common Stock issued by the Company
               and 640,000 shares of Common Stock to be issued by
                the Company upon exercise of outstanding warrants

   
     This Prospectus relates to 1,440,000 shares (the "Shares") of common stock,
par value $.01 per share (the "Common Stock") of Acrodyne Communications Inc., a
Delaware corporation (the "Company"), which may be offered from time to time by
certain shareholders of the Company (the "Selling Shareholders") directly or
through one or more broker-dealers, in one or more transactions on the Nasdaq
Small Cap Market, otherwise in the over-the-counter market, in negotiated
transactions or otherwise, or through a combination of such methods, at fixed
prices, which may be changed, at market prices prevailing at the time of sale,
at prices related to such prevailing market prices or at negotiated prices. See
"Selling Shareholders." The Company will not receive any of the proceeds from
the sale of the Shares offered hereby. The Shares consist of the following: (i)
800,000 shares of Common Stock previously issued in private placements by the
Company, at a purchase price of $2.50 per share, of which (A) 134,400 shares are
held by Newlight Associates L.P. ("Newlight"), (B) 225,600 are held by Newlight
Associates (B.V.I.) L.P. ("Newlight BVI") and (C) 440,000 are held by
Scorpion-Acrodyne Investors LLC ("Scorpion-Acrodyne"); (ii) 50,400 shares of
Common Stock which may be issued by the Company to Newlight upon the exercise of
warrants exercisable, subject to certain adjustments, at an exercise price of
$3.00 per warrant share (the "Newlight Warrants"); (iii) 84,600 shares of Common
Stock which may be issued by the Company to Newlight BVI upon the exercise of
warrants exercisable, subject to certain adjustments, at an exercise price of
$3.00 per warrant share (the "Newlight BVI Warrants"); (iv) 165,000 shares of
Common Stock which may be issued by the Company to Scorpion-Acrodyne upon the
exercise of warrants exercisable, subject to certain adjustments, at an exercise
price of $3.00 per warrant share (the "Scorpion-Acrodyne Warrants"); (v) 200,000
shares of Common Stock which may be issued by the Company to S-A Partners
("S-A") upon the exercise of warrants exercisable, subject to certain
adjustments, at an exercise price of $3.00 per warrant share (the "S-A
Warrants"); (vi) 40,000 shares of Common Stock which may be issued by the
Company to Colin Winthrop & Co. Inc. ("Colin Winthrop") upon the exercise of
warrants exercisable, subject to certain adjustments, at an exercise price of
$4.50 per warrant share (the "Winthrop Warrants"); (vii) 20,000 shares of Common
Stock which may be issued by the Company to Eleven Congers Inc. ("ECI") upon the
exercise of warrants exercisable, subject to certain adjustments, at an exercise
price of $4.50 per warrant share (the "ECI Warrants"); (viii) 20,000 shares of
Common Stock which may be issued by the Company to TWL Associates, Inc. ("TWL")
upon the exercise of warrants exercisable, subject to certain adjustments, at an
exercise price of $4.50 per warrant share (the "TWL Warrants"); (ix) 20,000
shares of Common Stock which may be issued by the Company to Richard Serbin
("Serbin") upon the exercise of warrants exercisable, subject to certain
adjustments, at an exercise price of $4.50 per warrant share (the "Serbin
Warrants"); and (x) 40,000 shares of Common Stock which may be issued by the
Company to Allen Ginesin ("Ginesin") upon the exercise of warrants exercisable,
subject to certain adjustments, at an exercise price of $4.50 per warrant share
(the "Ginesin Warrants" and, collectively with the Newlight Warrants, the
Newlight BVI Warrants, the Scorpion-Acrodyne Warrants, the S-A Warrants, the
Winthrop Warrants, the ECI Warrants, the TWL Warrants and the Serbin Warrants,
the "Warrants"). See "Selling Shareholders" and "Plan of Distribution."
    

                                                   (continued on following page)
<PAGE>
   
     The Company's Common Stock is quoted on the NASDAQ Small Cap
over-the-counter market ("NASDAQ") under the symbols "ACRO." On May 13, 1998,
the closing sales price, as reported by NASDAQ, of the Common Stock was
$4-17/32.
    

         AN INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES A HIGH
             DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 3.
                          ----------------------------

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
       EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
             COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
                 PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
                             IS A CRIMINAL OFFENSE.

                The date of this Prospectus is ____________, 1998
<PAGE>
                              AVAILABLE INFORMATION

     The Company has filed with the Securities and Exchange Commission (the
"Commission") in Washington, D.C., a Registration Statement on Form S-3 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the securities offered hereby. This
Prospectus, which is a part of the Registration Statement, omits certain
information contained in the Registration Statement. For further information
regarding the Company and the securities offered hereby, reference is made to
the Registration Statement and to the exhibits filed as a part thereof, which
may be inspected at the offices of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 without charge or copied upon request to the Public
Reference Section of the Commission and payment of the prescribed fee.
Statements contained in this Prospectus as to the contents of any contract or
other document referred to herein are not necessarily complete and in each
instance reference is made to the copy of such contract or other document filed
as an exhibit to the Registration Statement, each such statement being qualified
in all respects by such reference.

     The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Commission. Reports and
other information filed by the Company with the Commission pursuant to the
informational requirements of the Exchange Act may be inspected and copied at
prescribed rates at the public reference facilities maintained by the Commission
at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549,
and at the following Regional Offices of the Commission: Seven World Trade
Center, 13th Floor, New York, New York 10048 and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. In addition such material
may be electronically examined at the Commission's Web site on the Internet
located at http://www.sec.gov.

     The Company furnishes its stockholders with annual reports containing,
among other information, financial statements audited by its independent
auditors.


                       DOCUMENTS INCORPORATED BY REFERENCE

   
     The following documents previously filed with the Commission are hereby
incorporated by reference into this Prospectus: (a) the Company's Annual Report
on Form 10-KSB/A for the year ended December 31, 1997, as amended through the
date hereof by the Company's filings on Forms 10-KSB/A-2 and 10-KSB/A-3, (b) the
Company's Quarterly Report on Form 10-QSB for the three months ended March 31,
1998 and (c) the Proxy Statement for the Company's 1998 Annual Meeting of
Stockholders expected to be held on June 8, 1998.
    

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of this offering shall be deemed to be incorporated by reference in
this Prospectus and shall be deemed a part of this Prospectus from the date of
the filing of such documents. Any statement contained in a document incorporated
by reference shall be deemed to be modified or superseded for all purposes to
the extent that a statement contained in this Prospectus or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute part of this Prospectus.

     The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon written
or oral request of such person, a copy of any or all of the documents
incorporated by reference as a part of the Registration Statement, other than
exhibits to such documents, unless such exhibits are specifically incorporated
by reference into the information that the Prospectus incorporates. Requests
should be directed to Acrodyne Communications, Inc., 516 Township Line Road,
Blue Bell, Pennsylvania 19422, Attention: A. Robert Mancuso, Chairman
(telephone: (215) 542-7000).


                                  RISK FACTORS


     AN INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES A HIGH DEGREE OF
RISK. PROSPECTIVE INVESTORS, PRIOR TO MAKING AN INVESTMENT DECISION, SHOULD
CONSIDER CAREFULLY, IN ADDITION TO THE OTHER INFORMATION CONTAINED IN THIS
PROSPECTUS, THE FOLLOWING FACTORS:

FINANCIAL CONDITION OF COMPANY; NEED FOR ADDITIONAL FINANCING

     The Company's consolidated balance sheets as of December 31, 1996 and
December 31, 1997 reflect working capital of $8,236,112 and $7,241,365,
respectively, and accumulated deficits of $2,648,923 and $5,625,984,
respectively. In addition, the Company's consolidated statement of operations
for the year ended December 31, 1996 reflects a net loss of $1,221,410
($1,703,634 applicable to the holders of Common Stock) and for the year ended
December 31, 1997 a net loss of $2,912,974 ($2,977,061 applicable to the holders
of Common Stock). The Company has been experiencing a negative cash flow from
operations and is dependent upon the receipt of new customer orders on a timely
basis or the proceeds from the exercise of Warrants or additional financing for
the continuation of its business. There can be no assurance that the Company
will receive new customer orders on a timely basis or that any of the Warrants
will be exercised or that the Company will be able to obtain additional
financing on terms acceptable to the Company, if at all.

OUTSTANDING DEBT OBLIGATIONS AND RESTRICTIONS ON OPERATIONS

   
     Currently, the Company has a $1,500,000 credit facility with a bank secured
by $1,500,000 of cash or cash equivalents. In addition, the Company is required
to maintain a balance of $500,000 in cash or cash equivalents to secure a
$500,000 irrevocable standby letter of credit to partially secure the Company's
senior indebtedness. As of May 13, 1998, the Company has an outstanding balance
of $400,000 against the credit facility. The credit facility is secured by the
assignment of a certificate of deposit in the amount of $1,500,000.

     The terms and conditions of the credit facility require that the Company
must maintain a cash balance equal to the outstanding balance of the credit
facility. There can be no assurance that the Company will be able to achieve or
maintain the prescribed cash balances or satisfy the other covenants of the
credit facility. Failure to do so would result in a default under such credit
facility and could lead to the acceleration of the Company's obligations
thereunder, and to the bank's right to enforce its security interest and take
possession of the collateral maintained by the Company as security for the
facility. In addition to such credit facility, the Company has debt obligations
in the outstanding principal amount of $405,000 payable primarily to the
Company's former majority shareholder, Marshall Smith.
    

DEPENDENCE ON SINGLE-SOURCE SUPPLIERS

   
     The Company's main supplier of the tetrode and diacrode tubes (the "Tubes")
it uses in its higher power transmitters is Thomson Components and Tubes Corp.,
Totowa, New Jersey ("Thomson Components"). Thomson Components is a subsidiary of
Thomson-CSF (France) ("Thomson-CSF"). The Company, if necessary, can obtain
Tubes from other suppliers, except for the 10, 30 and 60 kilowatt models which
are currently only available from Thomson Components. The Company does not keep
its own supply of Tubes, and has relied on Thomson Components to supply Tubes.
The Company normally informs Thomson Components of its Tube requirements for the
next 12 months. Although Thomson Components historically has met the Company's
Tube requirements on a timely basis, no assurance can be given that this will
remain the case. If the Company were forced to source its Tubes other than from
Thomson Components, significant delays in the delivery of such Tubes would
result or the Company might not be able to obtain the Tubes at all. An inability
to obtain such Tubes from Thomson Components or an alternate supplier would have
a material adverse effect on the Company.

     The Company's primary supplier of the specialized transistors it uses in
its solid state products is Ericsson, Inc. RF Power Products ("Ericsson")
located in Morgan Hill, California. Although Ericsson historically has met the
Company's specialized transistor requirements on a timely basis, no assurance
can be given that this will remain the case. If this source were interrupted,
transistors would be available from a number of other sources; however,
significant delays in obtaining transistors with the specifications required by
the Company also might occur. An inability to obtain such specialized
transistors from Ericsson or an alternate supplier would have a material adverse
effect on the Company.

     For over 25 years, the Company (or its predecessor) has never entered into
any written agreements, other than customary purchase orders, with either
Ericsson or Thomson-CSF, in connection with its purchases of components. Both
Ericsson and Thomson-CSF have historically filled the Company's orders on a
timely basis, but no assurance can be given that the Company will be able to
obtain sufficient quantities of these components as needed. Any failure to
obtain such components would have a material adverse effect on the Company.
    

     Two of Thomson-CSF's other divisions, Comark Communications Inc. ("Comark")
and Thomson LGT, are competitors of the Company. There can be no assurances that
Thomson Components, due to its relationship with both Comark and Thomson LGT,
will not discontinue its supply of components to the Company.

RISKS ASSOCIATED WITH FOREIGN SALES

   
     For the year ended December 31, 1997, international sales accounted for
approximately 30% of the Company's net sales. The Company's business is subject
to risks associated with its dependence on foreign customers, including, without
limitation, foreign regulatory approval requirements, economic and political
conditions prevailing in foreign countries, shipping delays, fluctuations in
exchange rates, and any trade barriers, including customs duties, export quotas,
tariff increases or other import or export restrictions now existing or which
may be imposed in the future. The future imposition of high customs duties,
tariffs, quotas or other import restrictions or barriers in the countries where
the Company sells its products likely would result in lost revenues to the
Company, which would have a material adverse effect on the Company.
    

DEPENDENCE ON SIGNIFICANT CUSTOMERS

     The Company's largest recurring customer, the United States Government
Services Administration, accounted for approximately 3% of the Company's annual
revenues in 1996 and approximately 17% in 1997. The Company has no contract with
such customer (other than customary sales orders). The Company believes that the
loss of such customer would not have a material adverse effect on the business
of the Company. The Company's business has historically been dependent upon a
relatively small number of significant transactions with one-time customers.
Such a high concentration of sales can lead to potential volatility in revenues
and profits, since there can be no assurance that the Company will be able to
consummate transactions with such types of customers in the future.

INTENSE COMPETITION; TECHNOLOGICAL CHANGES

   
     The Company sells its products in highly competitive markets in which
competing products are available from approximately 6 nationally and 13
internationally recognized competitors. The majority of such competitors have
greater financial and technical resources than the Company and are
well-established, with reputations for success in the sale and service of their
products. The Company's continued ability to compete rests primarily on its
reputation for product quality, timely deliveries and customer service. The
Company's competitive position also depends upon its periodic introduction of
products with enhanced power performance characteristics required by customers.
The Company's new product design and development require continuous spending on
research and development. Although historically the technologies used in the
Company's business have evolved slowly and have not been subject to rapid or
radical changes, the advent of digital technology could signal a shift in the
television transmission industry which could result in renewed competition and
the need for research and development expenses substantially greater than those
experienced in the past by the Company. No assurance can be given that the
Company will be able to compete successfully in the future or that competitors
will not develop technologies or products that render the Company's products
obsolete for certain applications or less marketable.
    

INTENSE COMPETITION IN INTERNATIONAL MARKETS

     The international markets in which the Company competes are characterized
by intense competition in both the higher power and lower power segments. The
Company's major competition internationally comes from Thomson-CSF, Nippon
Electric Corporation (Japan) and Rhode & Schwarz (Germany). The foregoing
competitors have a dominant market position within their home countries. The
Company does not expect that it will be able to compete with such companies in
their respective home countries in the near future. No assurance can be given
that the Company will be able to compete in any other international market in
the future.

RELIANCE ON KEY PERSONNEL

   
     The Company's success is dependent to a significant degree upon the efforts
of A. Robert Mancuso, its President, who has approximately three and one-half
year's experience directing a company in the Company's industry, Ronald R.
Lanchoney, who has been employed by the Company as its Chief Financial Officer
since March 1998, as well as Daniel D. Traynor and Dr. Timothy P. Hulick, who
are presently serve as Director of the Company and General Manager and Vice
President of Acrodyne (as defined below), and Acrodyne's Vice President of
Engineering, respectively, and have been with Acrodyne for 27 and 12 years,
respectively. The loss of the services of any of Mr. Mancuso, Mr. Lanchoney, Mr.
Traynor or Dr. Hulick would likely have a material adverse effect on the
Company. Moreover, the successful design, manufacture and marketing of the
Company's products are dependent upon the availability of adequate numbers of
trained and qualified personnel. Although the Company believes it has sufficient
qualified employees to service its business at this time, the Company may not be
successful in attracting qualified personnel in the future, when needed, or in
retaining such persons.
    

POTENTIAL ADVERSE DEVELOPMENTS IN DOMESTIC REGULATION

   
     As a manufacturer of television transmitters and translators, the Company
is subject to legislation adopted by Congress and certain state legislatures and
to regulation by the Federal Communications Commission ("FCC") and various state
regulatory agencies with respect to the manufacturing and sale of such
transmitters. Although the Company believes that it is currently in compliance
with all such laws, there can be no assurance that the Company will remain in
compliance with such laws or that those regulatory bodies will not adopt
legislation or regulations or take other actions that would have a material
adverse effect on the business of the Company. In addition, any decrease in the
number of construction permits granted to television station owners could have a
material adverse effect on the Company.
    

LIMITED PATENTED TECHNOLOGY

   
     Other than seven patents which have been granted, none of the Company's
current products are protected by patents. The Company relies on proprietary
know-how and trade secrets and employs various methods to protect the processes,
concepts, ideas and documentation associated with its proprietary products. The
Company's success depends, in part, on its ability to protect these patents,
maintain trade secret protection and operate without infringing on the
proprietary rights of third parties. There can be no assurance that the
Company's patent rights will provide the Company with competitive advantages or
not be challenged by third parties. Furthermore, there can be no assurance that
others will not independently develop similar or superior technologies,
duplicate any of the Company's processes or design around the Company's patented
processes. In addition, the Company could incur substantial costs in defending
itself in patent infringement suits brought against the Company or in bringing
patent infringement suits against third parties. The Company also protects its
technology and trade secrets by requiring all of its key employees to execute
confidentiality agreements. No assurance can be given that these agreements will
not be breached, that the Company will have adequate remedies for any breach, or
that the Company's trade secrets and proprietary know-how will not otherwise
become known or independently discovered by others.
    


NO DIVIDENDS

     The Company anticipates that all of its earnings available to its Common
Stock in the foreseeable future will be retained to finance the growth of its
business and does not intend to pay cash dividends on its Common Stock in the
foreseeable future.


                                   THE COMPANY

     The Company was incorporated in Delaware in May 1991 as a blind pool for
the purpose of acquiring an operating business. The Company consummated its
initial public offering in January 1993, raising net proceeds of approximately
$635,000. On October 24, 1994, the Company consummated the acquisition of
Acrodyne Industries, Inc. ("Acrodyne") and raised approximately $4 million in a
public offering of units consisting of one share of common stock and one
redeemable common stock purchase warrant (the "October 1994 Offering"). The
proceeds of the October 1994 Offering were used to consummate the acquisition of
Acrodyne and for working capital purposes. Upon the acquisition of Acrodyne,
Acrodyne became a wholly-owned subsidiary of the Company. The Company's initial
change of name from Decision Capital Corp. to Acrodyne Holdings, Inc. was made
in anticipation of the acquisition of Acrodyne. The name of Acrodyne Holdings,
Inc. was changed to the Company's present name by vote of the shareholders at
the Company's 1995 Annual Meeting.

     The Company's transfer agent and warrant agent is North American Transfer
Co. having an address at 147 West Merrick Road, Freeport, New York 11520.


                                 USE OF PROCEEDS

     The Company will not receive any of the proceeds from the sale of the
Shares offered hereby. However, if any of the Warrants are exercised, the
Company will receive payment for the exercise price of such warrants. The
aggregate net proceeds to the Company upon the exercise of all of the Warrants
would be approximately $2,130,000. There can be no assurance that any or all of
the Warrants will be exercised. Any net proceeds received by the Company upon
the exercise of any Warrants will be used for working capital and other general
corporate purposes. Pending use of such net proceeds, the Company intends to
invest such proceeds in short-term, interest-bearing obligations.
<PAGE>
                              SELLING SHAREHOLDERS

     This Prospectus relates to the offer and sale of up to 1,440,000 shares of
Common Stock by certain shareholders of the Company. Set forth below are the
names of each Selling Shareholder, the number of shares of Common Stock owned as
of the date of this Prospectus by each Selling Shareholder, the number of Shares
which may be offered by each Selling Shareholder, the number of shares of Common
Stock to be owned by each Selling Shareholder upon completion of the offering
contemplated hereby and the percentage of total shares of Common Stock
outstanding owned by each Selling Shareholder upon completion of the offering
contemplated hereby.



<TABLE>
<CAPTION>
                                                              Number of shares            Number of shares        Percent of total
                                      Number of                of Common Stock             of Common Stock       shares outstanding
                                      shares of                 which may be             owned if all shares         owned after
                                     Common Stock            offered pursuant to           offered hereby        completion of this
    SELLING SHAREHOLDER                 OWNED                  THIS PROSPECTUS                ARE SOLD                OFFERING
    -------------------                 -----                  ---------------                --------                --------
<S>                                    <C>                        <C>                             <C>                       <C>
Newlight Associates L.P.               184,800*                   184,800*                        0                         0%
Newlight Associates (B.V.I.) L.P.      310,200*                   310,200*                        0                         0%
Scorpion-Acrodyne Investors LLC        605,000*                   605,000*                        0                         0%
S-A Partners                           200,000*                   200,000*                        0                         0%
Colin Winthrop & Co., Inc.**           161,250*++                  40,000*                     121,250                     2.23%
Eleven Congers Inc.                    20,000*                     20,000*                        0                         0%
TWL Associates, Inc.**                 20,000*                     20,000*                        0                         0%
Richard Serbin                         20,000*                     20,000*                        0                         0%
Allen Ginesin**                       176,250*##                   40,000*                     136,250                     2.68%

- -----------------------
   
*        Assumes exercise for Common Stock of all Warrants held by
         such Selling Shareholder.  See "Plan of  Distribution."

**       Colin Winthrop & Co., Inc. is a market-maker in the
         Company's Common Stock.  Each of TWL Associates,  Inc. and
         Allen Ginesin is a registered broker that is associated
         with Colin Winthrop & Co., Inc.

++       Includes 161,250 shares of Common Stock issuable to Colin Winthrop upon
         exercise of warrants exercisable within 60 days after the date of this
         Prospectus.

##       Includes 176,250 shares of Common Stock issuable to Ginesin upon
         exercise of warrants exercisable within 60 days after the date of this
         Prospectus.
    
</TABLE>


     Robert F. Raucci has been a Director of the Company since January 1998. Mr.
Raucci is also a managing member of the general partner of Newlight Associates
L.P. and of the general partner of Newlight Associates (B.V.I.) L.P. Newlight
Associates L.P. and Newlight Associates (B.V.I.) L.P. are Selling Shareholders.
Mr. Raucci is also a managing member of Newlight Management LLC, which is a
partner in S-A Partners, a Selling Shareholder.

   
     As of October 24, 1997, the Company entered into a financial consulting
agreement with Scorpion Holdings, Inc. ("Scorpion"). Scorpion has been retained
by the Company to provide financial management and strategic planning, to
arrange private and public financing and to review and analyze potential
acquisition candidates. Pursuant to such agreement, the Company pays Scorpion an
annual consulting fee of $120,000 in 12 monthly installments of $10,000. The
agreement may be terminated by either party at any time with 60 days prior
notice. The shareholders and senior management of Scorpion hold equity interests
in Scorpion-Acrodyne Investors LLC, a Selling Shareholder, although the Company
believes that their interests do not, in the aggregate, represent a controlling
interest in such entity. In addition, the shareholders and senior management of
Scorpion are individual partners of S-A Partners, a Selling Shareholder,
although the Company believes that collectively they hold less than a majority
of the partnership interests in S-A Partners and accordingly they do not have
control over such entity.
    

                              PLAN OF DISTRIBUTION

     The sale or distribution of all or any portion of the Shares may be
effected from time to time by the Selling Shareholders in one or more
transactions, directly by such Selling Shareholders, or through agents, dealers,
brokers or underwriters to be designated from time to time. Such sales or
distributions may be effected on NASDAQ, in negotiated off-market transactions,
in a combination of such methods of sale or by any other legally available
means. The selling price of the shares may be at market prices prevailing at the
time of sale, at prices related to such prevailing market prices, at fixed
prices or at negotiated prices.

   
     The Shares offered hereunder by Newlight Associates, Newlight BVI,
Scorpion-Acrodyne and S-A (collectively, the "Scorpion Holders") are hereby
being registered pursuant to the terms and conditions of the subscription
agreement (the "Subscription Agreement"), dated as of November 3, 1997, by and
among the Company and Newlight Associates, Newlight BVI and Scorpion-Acrodyne
(collectively, the "Newlight Investors") and of certain warrants issued as of
November 7, 1997, pursuant to the Subscription Agreement, to the Scorpion
Holders. Pursuant to the terms and conditions of such warrants, the Company will
issue up to an aggregate of 50,400 shares of Common Stock upon the exercise of
the Newlight Warrants; up to 84,600 shares of Common Stock upon exercise of the
Newlight BVI Warrants; up to 165,000 shares of Common Stock upon exercise of the
Scorpion-Acrodyne Warrants; and up to 200,000 shares of Common Stock upon
exercise of the S-A Warrants. The terms and conditions of the Subscription
Agreement and such warrants include, among other things, that (i) the warrants
are exercisable at an exercise price, subject to certain adjustments, of $3.00
per share of Common Stock to be purchased pursuant to such warrants; (ii) the
warrants expire at 5:00 p.m., New York time, on November 7, 2002; (iii) the
Scorpion Holders are entitled to registration of the Shares offered by them
hereby on a registration statement on Form S-3 filed by the Company; (iv) the
Company is required to use its best efforts to cause such registration statement
to become effective promptly after filing thereof; and (v) the Company is
obligated to indemnify the Scorpion Holders against certain liabilities in
connection with the filing, including liabilities which may arise under the
Securities Act. In addition, the Newlight Investors have agreed with the Company
that they will not sell, without the prior written consent of the Company, the
Shares offered by them hereunder prior to November 8, 1998.
    

     The Shares offered hereunder by Colin Winthrop, ECI, TWL, Serbin and
Ginesin (collectively, the "Colin Winthrop Holders") are hereby being registered
pursuant to the terms and conditions of certain warrants issued as of November
19, 1996 to each Colin Winthrop Holder. Pursuant to the terms and conditions of
such warrants, the Company will issue up to an aggregate of 40,000 shares of
Common Stock upon exercise of the Winthrop Warrants; up to 20,000 shares of
Common Stock upon exercise of the ECI Warrants; up to 20,000 shares of Common
Stock upon exercise of the TWL Warrants; up to 20,000 shares of Common Stock
upon exercise of the Serbin Warrants; and up to 40,000 shares of Common Stock
upon exercise of the Ginesin Warrants. The terms and conditions of such warrants
include, among other things, that (i) the warrants are exercisable at an
exercise price, subject to certain adjustments, of $4.50 per share of Common
Stock to be purchased pursuant to such warrants; (ii) the warrants expire at
5:00 p.m., New York time, on November 19, 1999; (iii) the Colin Winthrop Holders
are entitled to certain piggy-back registration rights, with respect to the
shares of Common Stock underlying the warrants, on certain registration
statements filed by the Company with the Commission; and (iv) the Company is
obligated to pay substantially all of the expenses and in certain circumstances
to indemnify the holder of such warrants against certain liabilities in
connection with the filing, including liabilities which may arise under the
Securities Act.

     In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless the Shares have been registered or qualified for
sale in such state or a exemption from registration or qualification is
available and complied with.


                                  LEGAL MATTERS

     The validity of the securities offered hereby are being passed upon for the
Company by Stroock & Stroock & Lavan LLP, New York, New York, special counsel to
the Company.
<PAGE>
     NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THE PROSPECTUS, AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY OF THE SOLICITORS. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THOSE TO WHICH IT
RELATES OR AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, TO ANY PERSON
IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN
IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.



                  TABLE OF CONTENTS             PAGE

AVAILABLE INFORMATION.............................2
DOCUMENTS INCORPORATED BY REFERENCE...............2
RISK FACTORS......................................3
THE COMPANY.......................................6
USE OF PROCEEDS...................................6
SELLING SHAREHOLDERS..............................7
PLAN OF DISTRIBUTION..............................8
LEGAL MATTERS.....................................9





                                1,440,000 SHARES




                                    ACRODYNE
                              COMMUNICATIONS, INC.




                                  COMMON STOCK




                                 ---------------

                                   PROSPECTUS
                                 ---------------





                                ___________, 1998
<PAGE>
                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     The following table sets forth the estimated expenses expected to be
incurred by the Registrant in connection with the offering described in this
Registration Statement.

Accounting Fees and Expenses...........................................$ 4,000
Legal Fees and Expenses.................................................15,000
Miscellaneous..........................................................  1,000
                                                                       -------
Total..................................................................$20,000
                                                                       =======

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the General Corporation Law of the State of Delaware
("DGCL") permits a Delaware corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful.

     In the case of an action by or in the right of the corporation, Section 145
of the DGCL permits the corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation. No
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation unless and
only to the extent that the Court of Chancery or the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
the Court of Chancery or such other court shall deem proper.

     To the extent that a present or former director or officer has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in the preceding two paragraphs, Section 145 requires
that such person be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection therewith. Such
expenses of others may be paid upon such terms and conditions, if any, as the
corporation deems appropriate.

     Section 145 provides that expenses (including attorneys' fees) incurred by
an officer or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director, or officer to repay such
amount if it shall ultimately be determined that such person is not entitled to
be indemnified by the corporation as authorized in Section 145 of the DGCL.

     Article Eight, subsection a of the Registrant's Certificate of
Incorporation eliminates the personal liability of the directors of the
Registrant to the Registrant or its stockholders for monetary damages for breach
of fiduciary duty as directors, with certain exceptions. Article Eight,
subsections f, g and h require indemnification of directors and officers of the
Registrant, and for advancement of litigation expenses to the fullest extent
permitted by Section 145 of the DGCL.

ITEM 16. EXHIBITS.


   
EXHIBIT
NO.                        DESCRIPTION OF EXHIBIT

4.1    Specimen Share Certificate (Incorporated by reference to Exhibit 4.1
       filed with the Company's Registration Statement on Form SB-2 (File No.
       33-82910)).

4.2*   Form of $3.00 Common Stock Purchase Warrants issued, as of November 6,
       1997, to each of Newlight Associates L.P., Newlight Associates (B.V.I.)
       L.P., Scorpion-Acrodyne Investors LLC and S-A Partners.

4.3*   Form of $4.50 Common Stock Purchase Warrants issued, as of November 19,
       1996, to each of Colin Winthrop & Co., Inc., Eleven Congers Inc., TWL
       Associates, Inc., Richard Serbin and Allen Ginesin.

4.4    Form of Subscription Agreement, dated as of November 3, 1997, by and
       among the Company and Newlight Associates L.P., Newlight Associates
       (B.V.I.) L.P. and Scorpion-Acrodyne Investors LLC (Incorporated by
       reference to Exhibit 10.19 filed with the Company's Annual Report of Form
       10- KSB for its fiscal year ended December 31, 1997, as amended (File No.
       0-24886)).

5.1*   Opinion of Stroock & Stroock & Lavan LLP as to the legality of the shares
       issued and issuable upon exercise of the Warrants.

23.1** Consent of Price Waterhouse LLP, accountants for the Company.

23.2*  Consent of Stroock & Stroock & Lavan LLP, special counsel to the Company.

24.1** Power of Attorney (Included on signature page to this Registration
       Statement).

- ------------------

*Previously filed.
**Filed herewith.
    

ITEM 17.  UNDERTAKINGS.

     (a) RULE 415 OFFERING. The registrant hereby undertakes to: (1) file,
during any period in which it offers or sells securities, a post-effective
amendment to this registration statement to include any additional or changed
material information on the plan of distribution; (2) for determining liability
under the Securities Act, treat each post-effective amendment as a new
registration statement of the securities offered, and the offering of the
securities at that time to be the initial BONA FIDE offering; and (3) file a
post-effective amendment to remove from registration any of the securities that
remain unsold at the end of the offering.

     (b) REQUEST FOR ACCELERATION OF EFFECTIVE DATE. Insofar as indemnification
for liabilities arising under the Securities Act of 1933 (the "Act") may be
permitted to directors, officers and controlling persons of the small business
issuer pursuant to the foregoing provisions, or otherwise, the small business
issuer has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the small business issuer of
expenses incurred or paid by a director, officer or controlling person of the
small business issuer in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the small business issuer will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<PAGE>
                                   SIGNATURES

   
     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Blue Bell, Commonwealth of Pennsylvania, on May 14,
1998.
    

                                             ACRODYNE COMMUNICATIONS, INC.


                                                By: /S/ A. ROBERT MANCUSO
                                                        A. Robert Mancuso
                                                        Chairman of the Board
                                                        and President
<PAGE>
                                POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints A.
Robert Mancuso his or her true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) of and supplements to this registration
statement and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto such attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, to all intents and purposes and as fully as they might or could do in
person, hereby ratifying and confirming all that such attorney-in-fact and
agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.


   
 SIGNATURE                         TITLE                            DATE
/S/ A. ROBERT MANCUSO         Chairman of the Board              May 14, 1998
A. ROBERT MANCUSO               of Directors,
                             President and Director
                              (Principal Executive
                                    Officer)

/S/ MARTIN J. HERMANN        Secretary and Director              May 14, 1998
MARTIN J. HERMANN

/S/ ROBERT F. RAUCCI          Director                           May 14, 1998
ROBERT F. RAUCCI

/S/ DANIEL D. TRAYNOR         General Manager and                May 14, 1998
DANIEL D. TRAYMOR             Vice President
                              of Acrodyne and Director

/S/ RONALD R. LANCHONEY       Chief Financial Officer            May 14, 1998
RONALD R. LANCHONEY
    

   
                                                                    EXHIBIT 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 (File No.
333-50303) of our report dated March 18, 1998, which appears on page 32 of the
Annual Report on Form 10-KSB/A of Acrodyne Communications, inc. for the year
ended December 31, 1997, as amended through the date hereof.


/S/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP


Philadelphia, PA
May 15, 1998
    


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