SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): June 2, 1998
ELCOM INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-27376 04-3175156
State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
10 Oceana Way Norwood, MA 02062
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (781)-440-3333
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Item 5. Other Events.
Elcom International, Inc. (the "Company") issued a Press Release
on June 2, 1998, a copy of which is filed as Exhibit 99.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
99 Press Release dated June 2, 1998, from the Company.
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 hereunto duly authorized.
ELCOM INTERNATIONAL, INC.
Date: June 2, 1998 By: /s/ Laurence F. Mulhern
Laurence F. Mulhern
Chief Financial Officer
and Corporate Executive
Vice President
<PAGE>
EXHIBIT INDEX
Exhibit Description of Exhibit
99 Press Release dated June 2, 1998
<PAGE>
Exhibit 99
[LOGO]
FOR IMMEDIATE RELEASE FOR FURTHER INFORMATION CONTACT:
Homepage: www.elcominternational.com
Investor Relations: Tom Barth, 781-501-4094
ELCOM INTERNATIONAL, INC. ANNOUNCES
IMPLEMENTATION OF AN OPEN MARKET STOCK PURCHASE PROGRAM
Norwood, MA, June 2, 1998 -- Elcom International, Inc. (NASDAQ: ELCO),
announced that it has authorized a buy-back of its common stock pursuant to a
stock purchase program approved by its Board of Directors on May 28, 1998.
Robert J. Crowell, Elcom International's Chairman and Chief Executive
Officer stated, "The Company believes that its stock is undervalued and
acquiring stock at these pricing levels is consistent with the Company's
previously disclosed efforts to maximize stockholder value." The Company
also noted that on-going discussions continue with respect to the Company's
strategy of pursuing a merger, acquisition, sale, strategic financing or
strategic partner.
Any purchases made under this buy-back will not commence for two days and
thereafter, will be made from time to time in the open market or in privately
negotiated transactions based on then-existing market conditions with the
common stock purchased targeted to be used for future acquisitions. Under the
authorization, no more than 800,000 shares in the aggregate may be purchased.
Elcom International, Inc., through two wholly-owned subsidiaries, develops,
licenses, and uses client/server, transaction-based software systems which
enable the conduct of PC-based interactive electronic commerce over private
and/or Internet Protocol networks. Catalink Direct, the Company's PC
remarketing subsidiary, uses the Company's electronic commerce technology to
support the marketing of PC products and operates 14 field sales and support
offices in the United States and 7 in the United Kingdom. Elcom Systems, the
Company's technology subsidiary, licenses its PECOS technology to other
companies.
Statement Under the Private Securities Litigation Reform Act
Except for the historical information contained in this release, the matters
described herein contain forward-looking statements that involve risks and
uncertainties which might cause the results of such forward-looking statements
to differ materially from those anticipated. Such risks and uncertainties
include: the fluctuations in the Company's stock price, the amount of stock
available to be sold at any particular price, and other risks detailed in the
Company's Annual Reports on Form 10-K and from time to time in the Company's
other SEC reports, including the Company's prospectus included as part of the
S-1 Registration Statement declared effective on December 19, 1995 under the
Securities Act of 1933. Regarding the Company's previously disclosed evaluation
of possible strategic partners and financing alternatives, including for Elcom
Systems, though on-going discussions continue, there can be no assurance that
any strategic alternatives, including any possible arrangements with a
strategic partner or a possible sale of the Company as a whole, or in part(s),
merger or financing, or any potential acquisitions can be successfully
identified or solicited, negotiated, or consummated to the betterment of the
Company or the Company's stock price, or what the timing, terms, or ultimate
impact of any such arrangement might be.
