M WAVE INC
8-K, 1996-12-20
ELECTRONIC COMPONENTS, NEC
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<PAGE>   1

                       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




                               December 19, 1996
            ---------------------------------------------------------
                Date of Report (Date of earliest event reported)



                                 M-Wave, Inc.
            ---------------------------------------------------------
             (Exact name of registrant as specified in its charter)





             Delaware                  33-45499       36-3809819
        ----------------------------  ------------  --------------------
        (State or other jurisdiction  (Commission       (IRS Employer
               of incorporation)      File Number)  Identification No.)





               216 Evergreen Street, Bensenville, Illinois  60106
        ----------------------------------------------------------------
           (Address of principal executive offices)       (Zip Code)




                                 (708) 860-9542
                       ----------------------------------
                        (Registrant's telephone number)

<PAGE>   2


ITEM 5.  OTHER EVENTS.
         ------------

     On December 19, 1996, the Registrant announced that it had disposed of its
assembly operations.

     Reference is made to the Registrant's press release dated December 19,
1996 (Exhibit 1.)


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
         ---------------------------------

      (c) Exhibit 1.  Registrant's press release dated December 19, 1996
      concerning disposition of its assembly operations.



<PAGE>   3



                                   SIGNATURE


     Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                       M-WAVE, INC.



                                       /s/ JOSEPH A. TUREK
                                       ---------------------------
                                       Joseph A. Turek
Dated: December 19, 1996               Chairman, President
                                       and Chief Executive Officer

<PAGE>   4


                                 EXHIBIT INDEX




EXHIBIT
  NO.                             DESCRIPTION
- -------                       --------------------
   1            Registrant's press release dated December 19, 1996
                concerning disposition of its assembly operations






<PAGE>   1
NEWS                    RE:     M-WAVE, INC.
BULLETIN                        215 Park Street
                                Bensenville, IL  60106


FROM:

FRB                             TRADED:  NASDAQ-MWAV

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

The Financial Relations Board, Inc.

FOR FURTHER INFORMATION:

AT THE COMPANY:                 AT FRB CHICAGO:
Paul Schmitt                    Tad Gage        Bill Schmidle
Chief Financial Officer         General Info    Analyst Contact
(630)860-3560                    (312)640-6745  (312)640-6753


FOR IMMEDIATE RELEASE
THURSDAY, DECEMBER 19, 1996

                        M-WAVE SELLS ASSEMBLY OPERATIONS
                        --------------------------------

BENSENVILLE, ILL., DECEMBER 19, 1996 - M-Wave, Inc. (Nasdaq:MWAV), a leading
manufacturer of microwave printed circuit boards used in wireless
communications such as cellular phones and direct broadcast satellite
television antennas, today announced the disposition of its assembly operations
on December 13, 1996.  Terms of the sale were not disclosed, but the company
said that its anticipated fourth quarter 1996 loss, disclosed previously, will
be increased by an after-tax loss related to the disposition of approximately
$l50,000 or five cents per share.  The amount of inventory write-downs has not
yet been determined and will depend on certain anticipated price adjustments
and scrap levels.  Fourth quarter results are expected to be announced in early
February 1997.

        Joe Turek, chairman and chief executive officer, said,"In the context
of our strategic repositioning we took this opportunity to sell our assembly
operation, which no longer fit into our long-term strategy. M-Wave's best
opportunity for sustainable growth and profitability is in those areas where we
provide engineered solutions in developing complex printed circuit boards for
high frequency applications."

        Headquartered in the Chicago suburb of Bensenville, Ill., M-Wave is a
manufacturer of microwave printed circuit boards worldwide through its wholly
owned subsidiaries, Poly Circuits and P C Dynamics.  M-Wave's products are used
in a variety of industrial and military applications.  The company trades on
the Nasdaq National Market System under the symbol "MWAV."




                                     -30-


Financial Relations Board, Inc. serves as financial relations counsel to this
company, is acting on the company's behalf in issuing this bulletin and
receiving compensation therefor.  The information contained herein is
furnished for information purposes only and is not to be construed as an offer
to buy or sell securities.






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