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) August 17, 1998
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SIGNAL TECHNOLOGY CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
000-21770 04-2758268
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(Commission File Number) (IRS Employer Identification No.)
222 ROSEWOOD DRIVE, DANVERS, MA 01923
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(Address of Principal Executive Offices) (Zip Code)
978-524-7450
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(Registrant's Telephone Number, Including Area Code)
955 Benecia Avenue, Sunnyvale, California 94086
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(Former Name or Former Address, if Changed Since Last Report)
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TABLE OF CONTENTS
FORM 8-K
August 17, 1998
ITEM PAGE
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Item 5. Other Events 1
Item 7. Financial Statements and Exhibits 1
Signature 2
Exhibits E-1
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Item 5. Other Events
See the Company's Press Release attached hereto as Exhibit 99.
Item 7. Financial Statements and Exhibits
a. Financial statements of businesses acquired.
Not applicable.
b. Pro forma financial information.
Not applicable.
c. Exhibits.
The following exhibit is filed with this report:
Exhibit No. Description
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99 Press Release
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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.
SIGNAL TECHNOLOGY CORPORATION
Date: August 17, 1998 By: /s/ George Lombard
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George Lombard,
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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99 Press Release
EXHIBIT 99
FOR IMMEDIATE RELEASE
Contacts:
George Lombard
President and CEO
(978) 774-2281
Lori Parks/Eugene Heller
Silverman Heller Associates
(310) 208-2550
SIGNAL TECHNOLOGY ANTICIPATES 1998 CHARGE
- CHAIRMAN DALE L. PETERSON RESIGNS FROM BOARD -
DANVERS, Mass. (August 17, 1998) - SIGNAL TECHNOLOGY CORPORATION (AMEX:STZ)
today announced that due to significant contract adjustments and inventory
write-downs, it expects to report a net loss for the six months ended June 30,
1998, and is evaluating the need to restate its 1997 results. The company also
announced the resignation of Dale L. Peterson as chairman and a member of the
Board of Directors and the appointment of George Lombard, president and CEO of
the company, as his replacement.
The company expects to report a pre-tax charge between $9 million and $12
million, a portion of which likely pertains to prior periods. The charge is
primarily attributable to contracts and performance at Signal Technology's
Keltec Operation.
Commented George Lombard, chairman of the board, president and chief executive
officer, "I have been concerned about the Keltec Operation since joining the
company in early July. After conducting an extensive operational and management
review, we identified serious problems at that division, arising primarily from
contract pricing and performance. Accordingly, we need to make adjustments to
reflect our current position.
"The board of directors and new management team believe it is in the best
interests of the company and our shareholders to act quickly and decisively in
taking this charge. Although both the charge and any potential restatement of
1997 results are difficult measures, we believe that the underlying fundamentals
of our business remain strong."
The company also announced the resignation of Dale L. Peterson as a member and
as chairman of the Board of Directors. Mr. Peterson was named Signal
Technology's chairman in April 1994. He became a director of the company in May
1990, when he was appointed chief executive officer, a position he held until
June 1998.
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Signal Technology Corporation
August 17, 1998
Page 2
"We appreciate the many contributions that Mr. Peterson made to Signal
Technology during his tenure as chairman and chief executive," said Mr. Lombard.
"We wish him every success in his future endeavors."
Signal Technology designs and produces sophisticated, state-of-the-art
electronic components and systems for a variety of defense, space and
communication applications, including communications networks, satellite
communications, electronic countermeasures, intelligence and guidance systems.
Fur further information about Signal Technology, please visit the company's web
site at http://www.sigtech.com.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: The statements made in this press release that are not historical facts
contain forward-looking information that involves risks and uncertainties.
Important factors that may cause actual results to differ include, but are not
limited to, market acceptance risks, the effect of economic conditions, the
impact of competitive products and pricing, product development, capacity,
supply constraints and other risks detailed from time to time in the company's
Securities and Exchange Commission filings. Signal Technology corporation
assumes no obligation to update the information included in this press release.
