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) September 25, 1998
----------------------
SIGNAL TECHNOLOGY CORPORATION
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
000-21770 04-2758268
- --------------------------------------------------------------------------------
(Commission File Number) (IRS Employer Identification No.)
222 ROSEWOOD DRIVE, DANVERS, MA 01923
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
978-524-7450
- --------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
955 Benecia Avenue, Sunnyvale, California 94086
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
TABLE OF CONTENTS
FORM 8-K
September 25, 1998
<TABLE>
<CAPTION>
ITEM PAGE
---- ----
<S> <C>
Item 5. Other Events 1
Item 7. Financial Statements and Exhibits 2
Signature 3
Exhibits E-1
</TABLE>
<PAGE>
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:
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
99 Press Release
</TABLE>
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
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: September 28, 1998 By: /s/ Harry R. Hauser
--------------------------------
Harry R. Hauser,
Secretary
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
99 Press Release
</TABLE>
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 ANNOUNCES TIMING OF SEC FILINGS;
OPERATIONAL CHANGES INSTITUTED
DANVERS, Mass. (Sept. 25, 1998) -- SIGNAL TECHNOLOGY CORPORATION (AMEX: STZ)
today announced that it expects to file its Form 10-Q for the quarter ended June
30, 1998, with the Securities and Exchange Commission by October 23, 1998.
The Company also anticipates that by October 30, 1998, it will file a restated
Form 10-Q for the quarter ended March 31, 1998, as well as a restated Form 10-K
for the fiscal year ended December 31, 1997.
The filings will follow completion of an audit by the Company's auditors,
PriceWaterhouseCoopers, to determine the extent of pre-tax write-downs related
primarily to inventory and contracts at the Company's operating divisions. As
previously reported, the Company expects the charges to be not more than $12
million, principally attributable to its Keltec Division.
Commented George Lombard, Signal Technology's Chairman of the Board, President
and Chief Executive Officer: "Because of the nature and scope of these
developments, the audit has taken longer than anticipated. While we regret this
delay, we want to ensure that we are dealing with all inventory-related issues
and we are, therefore, conducting a painstaking analysis of each of our
operating divisions. We appreciate the patience of the investment community."
- more -
<PAGE>
Signal Technology Corporation
September 25, 1998
Page 2.
Mr. Lombard added: "While the issues at Keltec are serious, we believe every one
of them can be remedied. Further, our other four operating divisions appear
operationally sound. We have assembled a strong and committed management team
that is dedicated to restoring Signal Technology to profitability. Through their
efforts, I have every confidence we will succeed. To address problems such as
those uncovered at Keltec, we have made several management changes and
instituted new and strengthened operating controls. Among these we have:
(1) Hired a new Chief Financial Officer
(2) Hired a new President and operating management group for Keltec;
(3) Placed greater emphasis on contract delivery performance;
(4) Established corrective action focus teams;
(5) Strengthened program planning and material control functions;
(6) Established monthly operational performance reviews in each of our
operating divisions; and
(7) Tightened cash flow management.
"We intend to restructure the customer service departments, streamline all
material functions and reestablish a strong program management structure in each
of our operations. These measures are designed to increase accountability and
improve efficiency," concluded Mr. Lombard.
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.
For further information about Signal Technology, please visit the Company's web
site at http://www.sigtech.com.
- more -
<PAGE>
Signal Technology Corporation
September 25, 1998
Page 3.
"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.
###
