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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: April 30, 1998
TECHNICAL COMMUNICATIONS CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
Massachusetts
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(State or Other Jurisdiction of Incorporation)
0-8588 04-2295040
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(Commission File Number) (I.R.S. Employer Identification No.)
100 Domino Drive, Concord, Massachusetts 01742
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(Address of Principal Executive Offices) (Zip Code)
(978) 287-5100
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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TABLE OF CONTENTS
FORM 8-K
April 30, 1998
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Item Page
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Item 5. Other Events 1
Signature 3
Exhibits E-1
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Item 5. Other Events
On April 30, 1998 the Board of Directors (the "Board") of Technical
Communications Corporation ("TCC" or the "Company") amended the
By-Laws of the Company to increase the percentage in interest of the
Company's capital stock required to call a special meeting of the
stockholders from 10% to 40%.
Also on April 30, 1998 the Board voted to subject the Company to the
provisions of Section 50A of Chapter 156B of the Massachusetts General
Laws ("Section 50A"). Section 50A requires all Massachusetts
corporations that have voting stock registered under the Securities
Exchange Act of 1934, and which have not opted-out of the coverage of
Section 50A, or have opted-out but have subsequently opted-in, to
created a staggered board of directors consisting of three classes of
directors as nearly equal in size as possible. Additionally,
corporations subject to Section 50A may increase the size of the board
of directors and fill any vacancies on the board of directors,
regardless of how such vacancies may arise. In the event of a conflict
between Section 50A and either the Articles of Organization or By-Laws
of the corporation subject to Section 50A, the provisions of Section
50A shall control.
The Board elected three new outside directors at the April 30, 1998
meeting, Messrs. Mitchell B. Briskin, Donald Lake and Thomas E.
Peoples. Following 50A, TCC has organized its Board of Directors
including the new outside Board members - into three classes, the
terms of the first class of directors (comprised of Messrs. Briskin
and Philip Phalon) to continue until the 1998 annual meeting, the
terms of the second class of directors (comprised of Messrs. Herbert
Lerner, Arnold McCalmont and Robert Lessard) to continue until the
1999 annual meeting, and the terms of the third class of directors
(comprised of Messrs. Lake, Peoples and Carl Guild) to continue until
the 2000 annual meeting.
The Company does not believe either of the above-mentioned Board
actions will result in a material liability or asset impairment to the
Company or otherwise have any material effect on the financial
position or results of operations of the Company.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Technical Communications Corporation
Dated: April 30, 1998 By:/s/ Carl H. Guild, Jr.
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Carl H. Guild, Jr.
Chief Executive Officer
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EXHIBIT INDEX
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Exhibit
No. Title
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3(II) By-laws
99 Press Release
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Exhibit 3(II)
AMENDED AND RESTATED BY-LAWS OF
TECHNICAL COMMUNICATIONS CORPORATION
ARTICLE I - Stockholders
1. Annual Meeting. The annual meeting of stockholders shall be held on
the second Monday in February in each year after 1969, (or if a legal holiday,
in the place where the meeting is to be held, on the next succeeding full
business day) at the principal office of the Corporation in Massachusetts at
10:00 A.M. unless a different hour or place within the United States is fixed by
the Board of Directors or the President. The purposes for which the annual
meeting is to be held, in addition to those prescribed by law, by the Articles
of Organization or by these By-laws, may be specified by the Board of Directors
or the President. If no annual meeting has been held on the date fixed above, a
special meeting in lieu thereof may be held with all the force and effect of an
annual meeting.
2. Special Meetings. Special meetings of the stockholders may be called
by the President, Chairman of the Board or by vote of the Board of Directors.
Special meetings shall be called by the Clerk, or in case of the death, absence,
incapacity or refusal of the Clerk, by any other officer, upon written
application of one or more stockholders who hold at least forty percent in
interest of the capital stock entitled to vote at such meeting. The call for the
meeting may be oral or written and shall state the place, date, hour and purpose
of the meeting.
3. Notice of Meetings. A written notice of the place, date and hour of
all meetings of stockholders stating the purposes of the meeting shall be given
by the Clerk or an Assistant Clerk (or other person authorized by these By-laws
or By-law) at least seven days before the meeting to each stockholder entitled
to vote thereat and to each stockholder who, under the Articles of Organization
or under these By-laws, is entitled to such notice, by leaving such notice with
him or at his residence or usual place of business, or by mailing it, postage
prepaid, and addressed to such stockbroker at his address as it appears in the
records of the Corporation. Notice need not be given to a stockholder if a
written waiver of notice, executed before or after the meeting by such
stockholder or his attorney thereunto authorized, is filed with the records of
the meeting.
4. Quorum. The holders of a majority in interest of all stock issued,
outstanding and entitled to vote at a meeting shall constitute a quorum, but if
a quorum is not present, a lesser number may adjourn the meeting from time to
time and the meeting may be held as adjourned without further notice.
5. Voting and Proxies. Stockholders shall have one vote for each share
of stock entitled to vote owned by them of record, according to the books of the
Corporation and a proportionate vote for a fractional share, unless otherwise
provided by law or by the Articles
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of Organization. Stockholders may vote either in person or by written proxy
dated not more than six months before the meeting named therein. Proxies shall
be filed with the Clerk of the meeting, or of any adjournment thereof, before
being voted. Except as otherwise limited therein, proxies shall entitle the
persons authorized thereby to vote at any adjournment of such meeting but shall
not be valid after final adjournment of such meeting. A proxy with respect to
stock held in the name of two or more persons shall be valid if executed by one
of them unless at or prior to exercise of the proxy the Corporation receives a
specific written notice to the contrary from any one of them. A proxy purporting
to be executed by or on behalf of a stockholder shall be deemed valid unless
challenged at or prior to its exercise, and the burden of proving invalidity
shall rest on the challenger.
6. Action at Meeting. When a quorum is present, any matter before the
meeting shall be decided by vote of the holders of a majority of the shares of
stock voting on such matter, except where a larger vote is required by law, by
the Articles of Organization or by these By-laws. Any election by stockholders
shall be determined by a plurality of the votes cast, except where a larger vote
is required by law, by the Articles of Organization or by these By-laws. No
ballot shall be required for any election unless requested by a stockholder
entitled to vote in the election. The Corporation shall not directly or
indirectly vote any share of its own stock.
7. Action without Meeting. Any action to be taken by stockholders may
be taken without a meeting if all stockholders entitled to vote on the matter
consent to the action by a writing filed with the records of the meetings of
stockholders. Such consent shall be treated for all purposes as a vote at a
meeting.
8. Control Share Acquisition. The provisions of Massachusetts General
Law Chapter 110D which provides that shares of a Corporation acquired in a
"control share acquisition" shall have only such voting rights as are authorized
by the affirmative vote of the holders of a majority of all the shares entitled
to vote generally in the election of Directors, excluding interested shares,
shall not apply to a control share acquisition' of the Corporation.
ARTICLE II - Directors
1. Powers. The business of the Corporation shall be managed by a Board
of Directors who may exercise all the powers of the Corporation except as
otherwise provided by law, by the Articles of Organization or by these By-laws.
In the event of a vacancy in the Board of Directors, the remaining Directors,
except as otherwise provided by law, may exercise the powers of the full Board
until the vacancy is filled.
2. Election and Qualification. A Board of Directors of such number, not
less than three, as shall be fixed by the stockholders, shall be elected by the
stockholders at the annual meeting. No Director need be a stockholder.
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3. Vacancies. Any vacancy in the Board of Directors, including a
vacancy resulting from the enlargement of the Board of Directors, may be filled
by the stockholders or by the Board of Directors.
4. Enlargement of the Board. The number of members of the Board of
Directors may be increased and additional Directors elected to fill any
vacancies thereby created at any meeting of the stockholders or by the Board of
Directors by vote of a majority of the Directors then in office.
5. Tenure. Except as otherwise provided by law, by the Articles of
Organization or by these By-laws, Directors shall hold office until the next
annual meeting of stockholders and until their successors are chosen and
qualified. Any Director may resign by delivering his written resignation to the
Corporation at its principal office or to the President, Clerk or Secretary.
Such resignation shall be effective upon receipt unless it is specified to be
effective at some other time or upon the happening of some other event.
6. Removal. A Director may be removed from office (a) with or without
cause by vote of the holders of a majority of the shares of stock entitled to
vote in the election of Directors, or (b) for cause by vote of a majority of the
Directors then in office. A Director may be removed for cause only after
reasonable notice and opportunity to be heard before the body proposing to
remove him.
7. Meetings. Regular meetings of the Board of Directors may be held
without notice at such time, date and place as the Board of Directors may from
time to time determine. A regular meeting of the Board of Directors may be held
without notice at the same place as the annual meeting of stockholders or the
special meeting held in lieu thereof, following such meeting of stockholders.
Special meetings of the Board of Directors may be called orally or
in writing, by the President, Treasurer or two or more Directors, designating
the time, date and place thereof.
8. Notice of Meetings. Notice of the time, date and place of all
special meetings of the Board of Directors shall be given to each Director by
the Secretary, or if there be death, absence, incapacity or refusal of such
persons, by the officer or one of the Directors calling the meeting. Notice
shall be given to each Director in person or by telephone or by telegram sent to
his business or home address at least twenty-four hours in advance of the
meeting, or by written notice mailed to his business or home address at least
forty-eight hours in advance of the meeting. Notice need not be given to any
Director if a written waiver of notice, executed by him before or after the
meeting, is filed with the recorder of the meeting, or to any Director who
attends the meeting without protesting prior thereto or at its commencement the
lack of notice to him. A notice or waiver of notice of a meeting of the Board of
Directors need not specify the purposes of the meeting.
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9. Quorum. At any meeting of the Board of Directors a majority of the
Directors then in office shall constitute a quorum. Less than a quorum may
adjourn any meeting from time to time and the meeting may be held as adjourned
without further notice.
10. Action at Meeting. At any meeting of the Board of Directors at
which a quorum is present, a majority of the Directors present may take any
action on behalf of the Board of Directors, unless a larger number is required
by law, by the Articles of Organization or by these By-laws.
11. Action by Consent. Any action by the Board of Directors may be
taken without a meeting if a written consent thereto is signed by all the
Directors and filed with the records of the meetings of the Board of Directors.
Such consent shall be treated as a vote of the Board of Directors for all
purposes.
12. Committees. The Board of Directors, by vote of a majority of the
Directors then in office, may elect from its number an Executive Committee or
other committees and may delegate thereto some or all of its powers except those
which by law, by the Articles of Organization, or by these by-laws may not be
delegated. Except as the Board of Directors may otherwise determine, any such
committee may make rules for the conduct of its business, but unless otherwise
provided by the Board of Directors or in such rules, its business shall be
conducted so far as possible in the same manner as is provided by these By-laws
for the Board of Directors. All members of such committee shall hold such
offices at the pleasure of the Board of Directors. The Board of Directors may
abolish any such committee at any time. Any committee to which the Board of
Directors delegates any of its powers or duties shall keep records of its
meetings and shall report its action to the Board of Directors. The Board of
Directors shall have the power to rescind any action of any committee, but no
such rescission shall have retroactive effect.
13. Classes of Directors. Pursuant and subject to Section 50A of
Chapter 156B of the Massachusetts General Laws, the Board of Directors is
classified into three (3) classes of directors. The term of office of those of
the first class ("Class I Directors"), which shall consist of two (2) directors,
to continue until the 1998 annual meeting and until their successors are duly
elected and qualified or until he sooner dies, resigns, is removed, or becomes
disqualified; the term of office of those of the second class ("Class II
Directors"), which shall consist of three (3) directors, to continue until the
1999 annual meeting and until their successors are duly elected and qualified or
until he sooner dies, resigns, is removed, or becomes disqualified; and the term
of office of those of the third class ("Class III Directors"), which shall
consist of three (3) directors, to continue until the 2000 annual meeting and
until their successors are duly elected and qualified or until he sooner dies,
resigns, is removed, or becomes disqualified. At each annual meeting, Directors
chosen to succeed those whose terms then expire shall be elected for a full term
of office expiring at the third succeeding annual meeting after their election.
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ARTICLE III - Officers
1. Enumeration. The officers of the Corporation shall consist of a
President, a Treasurer, a Clerk, and such other officers, including one or more
Vice Presidents, Assistant Treasurers, Assistance Clerks or a Secretary, as the
Board of Directors may determine.
2. Election. The President, Treasurer and Clerk shall be elected
annually by the Board of Directors at their first meeting following the annual
meeting of stockholders. Other officers may be chosen by the Board of Directors
at such meeting or at any other meeting.
3. Qualification. No officer need be a stockholder or Director. Any two
or more offices may be held by any person, provided that the President and Clerk
shall not be the same person. The Clerk shall be a resident of Massachusetts
unless the Corporation has a resident agent appointed for the purpose of service
of process. Any officer may be required by the Board of Directors to give bond
for the faithful performance of this duties in such amount and with such
sureties as the Board of Directors may determine.
4. Tenure. Except as otherwise provided by law, by the Articles of
Organization or by these By-laws, the President, Treasurer and Clerk shall hold
office until the next annual meeting of stockholders and until their respective
successors are chose and qualified; and all other officers shall hold office
until the next annual meeting of stockholders and until their successors are
chose and qualified, or for such shorter term as the Board of Directors may fix
at the time such officers are chose. Any officer may resign by delivering his
written resignation to the Corporation at its principal office or to the
President, Clerk or Secretary, and such resignation shall be effective upon
receipt unless it is specified to be effective at some other time or upon the
happening of some other event.
5. Removal. The Board of Directors may remove any officer with or
without cause by a vote of a majority of the entire number of Directors then in
office; provided, that an officer may be removed for caused only after
reasonable notice and opportunity to be heard by the Board of Directors.
6. Vacancies. Any vacancy in any office may be filled for the unexpired
portion of the term by the Board of Directors.
7. President and Vice Presidents. The President shall be the chief
executive officer of the Corporation and shall, subject to the direction of the
Board of Directors, have general supervision and control of its business. Unless
otherwise provided by the Board of Directors he shall preside, when present, at
all meetings of stockholders and of the Board of Directors.
Any Vice President shall have such powers and shall perform
such duties as the Board of Directors may from time to time designate.
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8. Treasurer and Assistant Treasurer. The Treasurer shall, subject to
the direction of the Board of Directors, have general charge of the financial
affairs of the Corporation and shall cause to be kept accurate books of account.
He shall have custody of all funds, securities, and valuable documents of the
Corporation; except as the Board of Directors may otherwise provide.
Any Assistant Treasurer shall have such powers and perform
such duties as the Board of Directors may from time to time designate.
9. Clerk and Assistant Clerks. The clerk shall keep a record of the
meetings of stockholders. In case a Secretary is not elected or is absent, the
Clerk or an Assistant clerk shall keep a record of the meetings of the Board of
Directors. In the absence of the Clerk from any meeting of stockholders, an
Assistant Clerk if one be elected, otherwise a Temporary Clerk designated by the
person presiding at the meeting, shall perform the duties of the Clerk.
10. Secretary. The Secretary, if one be elected, shall keep a record of
the meetings of the Board of Directors. In the absence of the Secretary, the
Clerk and any Assistant Clerk, a Temporary Secretary shall be designated by the
person presiding at such meeting to perform the duties of the Secretary.
11. Other Powers and Duties. Subject to these By-laws, each officer of
the Corporation shall have, in addition to the duties and powers specifically
set forth in these By-laws, such duties as are customarily incident to his
office, and such duties and powers as may be designated from time to time by the
Board of Directors.
ARTICLE IV - Capital Stock
l. Certificates of Stock. Each stockholder shall be entitled to a
certificate of the capital stock of the Corporation in such form as may from
time to time be prescribed by the Board of Directors. Such certificate shall be
signed by the President or a Vice President and by the Treasurer or an Assistant
Treasurer. Such signatures may be facsimile if the certificate is signed by a
transfer agent, or by a registrar, other than a Director, officer or employee of
the Corporation. In case any officer who has signed or whose facsimile signature
has been placed on such certificate shall have ceased to be such officer before
such certificate is issued, it may be issued by the Corporation with the same
effect as if he were such officer at the time of its issue. Every certificate
for share of stock which is subject to any restriction on transfer and every
certificate issued when the Corporation is authorized to issue more than one
class or series of stock shall contain such legend with respect thereto as is
required by law.
2. Transfers. Subject to the restrictions, if any, noted on the stock
certificates, shares of stock may be transferred on the books of the Corporation
by the surrender to the Corporation or its transfer agent of the certificate
therefor properly endorsed or accompanied by a written assignment and power of
attorney properly executed, with transfer stamps (if
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necessary) affixed, and with such proof of the authenticity of signature as the
Corporation or its transfer agent may reasonably require.
3. Record holders. Except as may be otherwise required by law, by the
Articles of Organization or by these By-laws, the Corporation shall be entitled
to treat the record holder of stock as shown on its books as the owner of such
stock for all purposes, including the payment of dividends and the right to vote
with respect thereto, regardless of any transfer, pledge or other disposition of
such stock, until the shares have been transferred on the books of the
Corporation in accordance with the requirements of these By-laws.
It shall be the duty of each stockholder to notify the Corporation
of his post office address.
4. Record Date. The Board of Directors may fix in advance a time of not
more than sixty days preceding the date of any meeting of stockholders, or the
date for the payment of any dividend or the making of any distribution to
stockholders, or the last day on which the consent or dissent of stockholders
may be effectively expressed for any purpose, as the record date for determining
the stockholders having the right to notice of and to vote at such meeting, and
any adjournment thereof, or the right to receive such dividend or distribution
or the right to give such consent or dissent. In such case only stockholders of
record on such record date shall have such right, notwithstanding any transfer
of stock on the books of the Corporation after the record date. Without fixing
such record date, the Board of Directors may for any of such purposes close the
transfer books for all or any part of such period.
5. Replacement of Certificates. In case of the alleged loss,
destruction of mutilation of a certificate of stock, a duplicate certificate may
be issued in place thereof, upon such terms as the Board of Directors may
prescribe.
ARTICLE V - Miscellaneous Provisions
1. Fiscal Year. Except as otherwise determined by the Board of
Directors, the Fiscal Year of the Corporation shall be the twelve months ending
on the Saturday closest to the last day of September.
2. Seal. The Board of Directors shall have power to adopt and alter
the seal of the Corporation.
3. Execution of Instruments. All deeds, leases, transfers, contracts,
bonds, notes and other obligations authorized to be executed by an officer of
the Corporation in its behalf shall be signed by the President or the Treasurer
except as the Board of Directors may generally or in particular cases otherwise
determine.
4. Voting of Securities. Unless otherwise provided by the Board of
Directors, the President or Treasurer may waive notice of an act on behalf of
this Corporation, or
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appoint another person or persons to act as proxy or attorney in fact for this
Corporation with or without discretionary power and/or power of substitution, at
any meeting of stockholders or shareholders of any other Corporation or
organization, any of whose securities are held by this Corporation.
5. Resident Agent. The Board of Directors may appoint a resident agent
upon whom legal process may be served in any action or proceeding against the
Corporation. Said resident agent shall be either an individual who is a resident
of and has a business address in Massachusetts, a Corporation organized under
the laws of Massachusetts, or a Corporation organized under the laws of any
other state of the United States, which has qualified to do business in, and has
an office in, Massachusetts.
6. Corporate Records. The original, or attested copies, of the Articles
of Organization, By-laws and records of all meetings of the incorporators and
stockholders, and the stock and transfer records, which shall contain the names
of all stockholders and the record address and the amount of stock held by each,
shall be kept in Massachusetts at the principal office of the Corporation, or at
an office of its transfer agent, Clerk or resident agent, and shall be open at
all reasonable times to the inspection of any stockholder for any proper
purpose, but not to secure a list of stockholders for the purpose of selling
said list or copies thereof or of using the same for a purpose other than in the
interest of the applicant, as a stockholder, relative to the affairs of the
Corporation.
7. Articles of Organization. All references in these By-laws to the
Articles of Organization shall be deemed to refer to the Articles of
Organization of the Corporation, as amended and in effect from time to time.
8. Amendments. The power to make, amend or repeal By-laws shall be in
the stockholders, provided, however, that the directors may make, amend or
repeal the By-laws in whole or in part, except with respect to any provision
thereof which by law, the Articles of Organization or these By-laws requires
action by the stockholders). Not later than the time of giving notice of the
meeting of stockholders next following the making, amending or repealing by the
directors of any By-law notice thereof stating the substance of such change
shall be given to all stockholders entitled to vote on amending the By-laws. Any
By-law adopted by the directors may be amended or repealed by the stockholders.
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Exhibit 99
Press Release
TECHNICAL COMMUNICATIONS CORPORATION
APOINTS THREE INDEPENDENT DIRECTORS, ANNOUNCES
CHANGES AFFECTING CORPORATE GOVERNANCE AND SETS DATE
FOR ANNUAL SHAREHOLDER MEETING
CONCORD, MASSACHUSETTS - Technical Communications Corporation (TCC)
(NASDAQ:TCCO), today announced the election of three new independent directors
and the adoption of certain measures intended to enhance and protect long-term
value for stockholders and to help facilitate continuity and stability of TCC's
business strategies and policies, as determined by the Board of Directors.
Additionally, TCC has set Friday, July 17, 1998 as the date of its annual
shareholder meeting. The time and place of the meeting has not yet been
determined. Shareholders, as of the record date of May 29, 1998, are welcomed to
attend.
The Board of Directors of TCC has voted to expand the size of the Board of
Directors to eight directors. Mitchell B. Briskin, Donald Lake and Thomas E.
Peoples have been appointed to the Board.
Mitchell B. Briskin is a principal at Concord Investment Partners, an investment
partnership. Prior to his employment with Concord Investment Partners, Mr.
Briskin was the Chief Operating Officer of General Chemical Corporation an
environmental service and chemical distribution company. Prior to his employment
with General Chemical Corporation, Mr. Briskin practiced law with the firm of
Belknap, Webb & Tyler in New York City. Mr. Briskin holds an M.B.A. from Harvard
University, a J.D. from New York University and a B.A.
from Wesleyan University.
Donald Lake has been a financial consultant to various federal government
agencies since 1991. Before initiating his consulting practice, Mr. Lake served
as Director of the
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International Banking Services Division of the American Security Bank in
Washington, D.C. Prior to this, Mr. Lake was the Managing Director and on the
Board of Directors of the Maryland Bank International S.A. in Luxembourg. Mr.
Lake holds an M.S. from Texas Christian University and a B.A. from the
University of Illinois. He is currently a Ph.D. candidate at George Washington
University.
Thomas E. Peoples is the Vice President for International and Washington
Operations of Aerojet, an aerospace and defense contractor. Prior to his
employment with Aerojet International, Inc., Mr. Peoples served as Manager of
Business Development for Smart Munitions Programs at Raytheon Company, a major
defense contractor. Prior to this, Mr. Peoples serves as Special Assistant to
the Assistant Secretary of Defense for Acquisition. Mr. Peoples holds an M.S.
from Troy State University and a B.A. from Benedictine College.
TCC Chairman and Chief Executive Officer Carl H. Guild, Jr., stated "We took a
considerable amount of time to identify individuals with excellent credentials
for the Board of Director positions. The contribution that these positions
provide is essential to the future of the Company. The expertise that the three
new directors have in finance, international sales, and banking security will
contribute greatly to our efforts to move TCC forward in terms of product
development, operations and profitability."
Commenting further, Mr. Guild noted, "We also have adopted certain measures
intended to insure that the Board of Directors of TCC will be afforded greater
flexibility and authority in the face of takeover techniques that might provide
inadequate value to the shareholders. These measures would allow for a change of
control of TCC that is in the best interest of TCC's shareholders."
He continued, "Pursuant to Massachusetts General Laws, Chapter 156B, Section 34,
TCC has amended its bylaws to raise the percentage in interest of voting stock
required to call a special meeting of the stockholders from 10% to 40%.
Additionally, the Board of Directors of TCC has voted to opt in to the
provisions of Massachusetts General Laws, Chapter 156B,
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Section 50A. Following 50A, TCC has organized its Board of Directors
including the new outside Board members - into three classes, the terms of
the first class of directors to continue until the 1998 annual meeting, the
terms of the second class of directors to continue until the 1999 annual
meeting, and the terms of the third class of directors to continue until the
2000 annual meeting. I am hopeful that these changes will help facilitate
continuity and stability of TCC's business strategies and policies and
enhance the Board's ability to focus on short and long term strategies that
will create value for stockholders."
Technical Communications Corporation's products and systems secure
mission-critical networks for governments, corporations and financial
institutions around the world. With over 35 years of experience, TCC is the
trusted supplier for organizations that place a high value on their data and its
successful transmission.
Matters discussed in this news release, including any discussion of or impact,
expressed or implied, on the Company's anticipated operating results and future
earnings, including statements about the Company's ability to achieve long term
growth and profitability, contain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended. The Company's
operating results may differ significantly from the results indicated by such
forward-looking statements. The Company's operating results may be affected by
many factors, including but not limited to, the fulfillment of customer orders,
the Company's ability to retain and motivate key technical, sales, marketing and
manufacturing personnel, and the possibility of political instability in the
Company's foreign markets. These and other risks are detailed from time to time
in the Company's filings with the Securities and Exchange Commission.
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