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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): April 5, 1999
PARAVANT INC.
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Florida 0-28114 59-2209179
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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1615A West Nasa Boulevard, Melbourne, Florida 32901
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (407) 727-3672
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On April 5, 1999, Paravant Inc. (the "Company") signed a letter of intent
to acquire General Atronics Corporation ("GAC"), a privately-held high
technology defense electronics company, for $11.0 million in cash and a $2.0
million note due September 30, 2001, bearing interest at the rate of 7.5%. The
Company will finance the transaction through arrangements with commercial
lenders. The acquisition, which is subject to completion of certain due
diligence by the Company and the negotiation and execution of a definitive
acquisition agreement, is expected to be completed within 90 days.
Philadelphia-based GAC designs, engineers and manufactures proprietary,
high technology communications and electronics products for the U.S. and
worldwide defense market. GAC supplies equipment for command, control and
communications systems used by navies and other military services throughout the
world. GAC's products include military data link products and systems, high
frequency communication modems, tactical digital telephones, radar and
surveillance equipment. GAC began operating independently in 1991, following a
management buy-out from Phillips Magnavox. For the year ended December 31, 1998,
GAC's revenues were approximately $22 million.
GAC's management team and its employees are expected to continue to lead
GAC as a subsidiary of the Company. GAC's key executives are expected to enter
into multi-year employment agreements.
Certain of the above statements contained in this filing are
forward-looking statements that involve a number of risks and uncertainties.
Such forward-looking statements are within the meaning of that term in Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Act of 1934, as amended. Factors that could cause actual results to differ
materially include the following: the budgetary and appropriation policies of
the Company's governmental customers; the competitive environment for the
Company's products and services; the timing of new orders; the degree of market
penetration of the Company's new products; and the risk factors listed from time
to time in the Company's reports filed with the Securities and Exchange
Commission as well as assumptions regarding the foregoing. The words "believe,"
"estimate," "expect," "intend," "will," "anticipate" and similar expressions and
variations thereof identify certain of such forward-looking statements, which
speak only as of the dates on which they were made. The Company undertakes no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events, or otherwise. Readers are
cautioned that any such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties, and that actual results may
differ materially from those indicated in the forward-looking statements as a
result of various factors. Readers are cautioned not to place undue reliance on
these forward-looking statements.
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.
Date: April 13, 1999 PARAVANT INC.
(Registrant)
By: /s/ Kevin J. Bartczak
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Kevin J. Bartczak
Vice President
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