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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): MARCH 14, 2000
SIGNAL TECHNOLOGY CORPORATION
(Exact Name of Registrant as Specified in Charter)
DELAWARE 000-21770 04-2758268
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
222 ROSEWOOD DRIVE, DANVERS, MA 01923
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (978) 774-2281
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ITEM 5. OTHER EVENTS
On March 14, 2000, Signal Technology Corporation (the "Company") and
LogiMetrics, Inc. ("LogiMetrics") announced that they had entered into a
non-binding letter of intent with LogiMetrics pursuant to which the Company
proposes to acquire LogiMetrics through the merger of a wholly-owned subsidiary
of the Company with and into LogiMetrics. A copy of the press release is being
filed as an Exhibit to this Current Report on Form 8-K and is incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 Press Release dated March 14, 2000.
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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
By:/s/ Robert Nelsen
-----------------------------------
Robert Nelsen
Title: Corporate Vice President and Chief
Financial Officer
Date: March 20, 2000
TUESDAY MARCH 14, 6:27 AM EASTERN TIME
COMPANY PRESS RELEASE
SIGNAL TECHNOLOGY AND LOGIMETRICS ENTER INTO LETTER OF INTENT
DANVERS, Mass. and BOHEMIA, N.Y.--(BUSINESS WIRE)--March 14, 2000--Signal
Technology Corporation (AMEX: - STZ - news; "Signal") and LogiMetrics, Inc.
(OTCBB: LGMTA - news; "LogiMetrics" or the "Company") announced today that they
have entered into a non-binding (except in certain respects, some of which are
noted below) letter of intent pursuant to which Signal proposes to acquire the
Company through the merger of a wholly owned subsidiary of Signal with and into
LogiMetrics. In connection with the proposed merger, Signal currently intends
to contribute the assets of the Company's subsidiary, mmTech, Inc., to Signal's
recently formed Signal Wireless Group ("SWG"). Pursuant to the current terms of
the proposed merger, holders of LogiMetrics common stock (including shares
issuable upon the exercise or conversion of certain options, warrants and
convertible securities) would receive, based on a formula to be finalized, a
certain percentage of a tracking security that would reflect the performance of
SWG ("SWG Equity"), which would be distributed upon completion of a public
offering of SWG Equity, and shares of Signal common stock. Such merger
consideration is subject to due diligence investigation and valuation. The
proposed merger is intended to be tax-free to the stockholders of LogiMetrics
for federal income tax purposes.
In connection with the letter of intent, Signal has loaned approximately
$2,000,000 to the Company for working capital and other purposes. Concurrently,
certain existing investors in the Company have also loaned the Company
approximately $1,000,000.
Pursuant to the letter of intent, the Company granted to Signal the option to
purchase the Company's high-power amplifier business, currently conducted at
the Company's facility in Bohemia, New York (the "New York Business"), for a
purchase price of $2,000,000 less the unpaid portion of any loans made by
Signal to the Company.
In addition, upon execution of the letter of intent, Signal, through its Keltec
division, assumed the management and operation of the New York Business and has
assumed all current liabilities of the New York Business. Signal is responsible
for all expenses incurred and is entitled to retain all revenues generated in
connection with its operation of that business. Signal also has agreed to make
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interest payments on the Company's outstanding bank indebtedness during the
period it is operating the New York Business.
Pursuant to the letter of intent, the Company is obligated under certain
circumstances to re-pay all loans made by Signal, together with a prepayment
penalty, and to pay certain termination fees and costs in the event that the
Company enters into a letter of intent or similar agreement for an acquisition
transaction with a third party. In addition, if the Company enters into an
acquisition transaction with a third party, under certain circumstances Signal
has the right to retain ownership of the New York Business for no additional
consideration.
As of March 1, 2000, the Company had 28,672,245 shares of its common stock
issued and outstanding and approximately 47,900,000 additional shares of common
stock reserved for issuance upon the exercise or conversion of securities
outstanding as of that date.
The consummation of the proposed merger is subject to the satisfaction or
waiver of a number of customary conditions precedent, including the
satisfactory completion of the Company's and Signal's due diligence
investigation of the business and affairs of one another, the Company's
compliance with its reporting obligations under the Securities Exchange Act of
1934, as amended, the approval of the proposed merger by the boards of
directors and shareholders of Signal and the Company and the receipt of any
required consents, authorization and approvals. No assurances can be given that
such conditions will be satisfied or as to the timing thereof. Further, no
assurances can be given that the merger will be consummated on the terms
summarized above or at all.
About LogiMetrics:
Through the Company's wholly owned subsidiary, mmTech, Inc., the Company
develops and manufactures point-to-multipoint broadband, fixed wireless radios
and transceivers for sale to telecommunications system integrators, such as
Newbridge Networks Corporation. mmTech's products allow ISPs and wireless
telecom companies to provide customers with first/last mile broadband access
for integrated data, Internet, voice and video transmission. mmTech, a pioneer
in this technology, has equipment deployed in commercial service and market
trials around the world. For further information about mmTech, please visit its
Web site at http://www.mm-tech.com. In addition, through its New York Business,
the Company is a leading manufacturer of high-power traveling wave tube
amplifiers.
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About Signal Technology Corp.:
Signal designs and produces sophisticated, state-of-the-art electronic
components and systems for communications, defense and space applications.
Through SWG, Signal develops and manufactures leading edge RF radio sub-systems
for point-to-point broadband fixed wireless applications for telecommunications
equipment suppliers worldwide. SWG also develops and manufactures
switching/combining components and subsystems for PCS/cellular digital
applications for sale to wireless base station infrastructure providers. In its
defense businesses, Signal develops and manufactures RF, microwave, and power
conversion components and subsystems for communications networks, electronic
countermeasures, missiles, radar intelligence and guidance systems for sale to
major defense prime contractors worldwide. For further information about
Signal, please visit Signal's Web site at http://www.sigtech.com.
This press release contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended that are based on the
beliefs of management as well as assumptions made by and information currently
available to management. When used in this press release, the words "estimate,"
"project," "believe," "anticipate," "intend," "expect," "plan," "predict,"
"may," "should," "will," the negative thereof and similar expressions are
intended to identify forward-looking statements. Such statements reflect the
current views of management with respect to future events based on currently
available information and are subject to risks and uncertainties that could
cause actual results to differ materially from those contemplated in such
forward-looking statements. Factors that could cause actual results to differ
materially from management's expectations include, but are not limited to, the
following: general economic and political conditions, conditions in the
wireless communications markets, LogiMetrics' continuing need for additional
capital to finance its working capital needs, the effects of competition and
technological change on demand for the products of both Signal and LogiMetrics,
conditions in the securities markets generally, and in the markets for the
common stock of LogiMetrics and Signal, and risks related to LogiMetrics'
current financial condition, including the willingness of customers and
suppliers to continue to do business with, and to extend trade credit to,
LogiMetrics. Other factors may be described from time to time in the public
filings of Signal and LogiMetrics with the Securities and Exchange Commission,
news releases and other communications. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the
date hereof. Neither Signal nor LogiMetrics undertakes any obligation to
release publicly any revisions to these forward-looking statements to reflect
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events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
Contact:
LogiMetrics, Inc.
Norman M. Phipps, (516) 784-4110
or
Signal Technology Corporation
George Lombard, (978) 774-2281
or
Sharon Merrill Associates, Inc.
Erica Smith, (617) 542-5300
