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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 31, 1999
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MURDOCK COMMUNICATIONS CORPORATION
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(Exact name of registrant as specified in its charter)
Iowa
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(State or other jurisdiction or incorporation)
000-21463 42-1337746
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(Commission File Number) (I.R.S. Employer I.D. Number)
1112 29th Avenue S.W.
Cedar Rapids, Iowa 52404
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(Address of Principal Executive Offices) (Zip Code)
319-362-6900
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(Registrant's telephone number; including area code)
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Item 5. Other Events.
On March 31, 1999, Murdock Communications Corporation (the "Company")
announced that it had completed a calculation of the adjusted exercise price of
its Common Stock Purchase Warrants. The adjusted exercise price of $3.143
reflects the cumulative effect of adjustments to the original exercise price of
$6.50 per share due to issuances of common stock (and warrants, options and
other securities convertible into or exercisable for common stock) by the
Company between date of issuance of the Warrants and the date of this report. A
copy of the Company's press release dated March 31, 1999 is filed as an exhibit
to this report and is incorporated by reference herein.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits
20.1--Press Release dated March 31, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Murdock Communications Corporation has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
MURDOCK COMMUNICATIONS
CORPORATION
Date: March 31, 1999
BY /s/ Thomas E. Chaplin
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Thomas E. Chaplin, Chief
Executive Officer
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EXHIBIT 20.1
MURDOCK COMMUNICATIONS CORPORATION
1112 29TH AVENUE S.W.
CEDAR RAPIDS, IA 52404
FOR IMMEDIATE RELEASE
MURDOCK COMMUNICATIONS CORPORATION ANNOUNCES
NEW WARRANT EXERCISE PRICE OF $3.143
FOR PUBLIC WARRANTS
Cedar Rapids, Iowa, March 31, 1999: Murdock Communications Corporation (OTC
Bulletin Board: MURC & MURCW) today announced that the adjusted exercise price
of its outstanding Common Stock Purchase Warrants is $3.143 per share. The new
exercise price of the Warrants reflects the cumulative effect of adjustments to
the original exercise price of $6.50 per share due to issuances of common stock
(and warrants, options and other securities convertible into or exercisable for
common stock) by Murdock Communications Corporation between date of issuance of
the Warrants and the date of this release. The Warrants trade on the OTC
Bulletin Board under the symbol "MURCW."
Significant among the issuances of stock was achieving final earnout terms for
the acquisitions of PIC Resources Corp. (PICR) and Incomex, Inc. (Incomex),
resulting in a total issuance of an additional 3.8 million shares of common
stock. Thomas E. Chaplin, CEO of Murdock Communications, comments, "We are very
excited by the contributions the PICR and Incomex acquisitions have made to the
financial performance of Murdock. The earnout settlement achieved represents a
very accretive transaction for the Company."
Murdock Communications Corporation also reminds the Warrant holders that it will
only issue shares of common stock upon exercise of the Warrants if there is a
current prospectus available and in full compliance with applicable federal and
state securities registration requirements. Murdock Communications Corporation
does not expect that it will have a current prospectus available before May 31,
1999. This date may be subject to change based upon a number of factors,
including the completion and review of necessary filings with the Securities and
Exchange Commission and certain state securities commissions.
Murdock Communications Corporation, based in Cedar Rapids, IA is a provider of
voice and data communications services and is also a provider of operator
services and call processing to North American payphones, hotels and
institutions, database profit management services and telecommunications billing
and collection services for the hospitality industry, outsourced operator
services for the telecommunications industry and telecommunication systems and
services to the lodging industry.
