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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: January 13, 1998
TECHNICAL COMMUNICATIONS CORPORATION
(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
January 13, 1998
Item Page
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Item 5. Other Events 1
Signature 3
Exhibits E-1
i
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Item 5. Other Events
Technical Communications Corporation ("TCC") announced on January 13, 1998
the results from its internal review of certain historical foreign contracts.
The review concluded that certain of TCC's internal aproval and control
provisions were not followed in connection with these contracts. As a result of
the internal review, TCC announced the establishment of a special committee of
outside directors to review and recommend changes in its internal control and
accounting procedures and the adoption of a code of ethics and a compliance
program.
The Company does not believe that this will result in a material liability or
asset impairment to the Company or otherwise have any materal effect on the
financial position or results of operations of the Company.
TCC also announced on January 13, 1998 that James McCalmont resigned from the
Board of Directors and that Chairman Arnold McCalmont would not be seeking
re-nomination to the Board of Directors at the upcoming annual meeting.
Arnold McCalmont will, however, continue to be available as a consultant to
TCC.
On a separate note, on January 14, 1998, TCC announced that Graham Briggs,
Vice President - Finance has been terminated effective immediately. Mr.
Herbert Lerner, a Director and TCC's Treasurer will serve as Chief Financial
Officer until Mr. Briggs' successor is named.
The discussions in this Form 8-K, including any discussion of impact,
expressed or implied, on TCC's anticipated operating results may differ from
the results indicated by such forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended. TCC's results may
differ from the results indicated by such forward-looking statements. TCC's
operating results may be affected by many factors, including but not limited
to the fulfillment of customer orders, TCC's ability to retain and motivate
key technical and manufacturing personnel, and the possibility of political
instability in TCC's foreign markets. These and other risks are detailed
from time to time in TCC's filings with the Securities & Exchange Commission.
1
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Exhibit
No. Title
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99a Press Release
99b Press Release
2
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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: January 27, 1998 By:/s/ Roland S. Gerard
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Roland S. Gerard
President
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EXHIBIT INDEX
Exhibit
No. Title
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99a Press Release
99b Press Release
E-1
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EXHIBIT 99a
TUESDAY JANUARY 13, 5:24 PM EASTERN TIME
COMPANY PRESS RELEASE
Technical Communications Corporation
CONCORD, Mass.--(BUSINESS WIRE)--Jan. 13, 1998--Technical Communications
Corporation announced today the results from its internal review of certain
historical foreign contracts. The review was initiated by the Board of
Directors in November 1997, and announced in December 1997. The internal
review concluded that certain of TCC's internal approval and control
procedures were not followed in connection with such contracts.
As a result of the review, TCC announced that it would establish a special
committee of outside directors to review and recommend changes in its
internal control and accounting procedures and adopt a complete code of
ethics and compliance program. TCC further announced that James McCalmont has
resigned from the Board of Directors. It also was announced that Arnold
McCalmont will not seek re-nomination to the Board of Directors at the
upcoming annual meeting. He will, however, continue to be available as a
consultant to TCC. TCC's annual report on Form 10-K and its financial
statements for the fiscal year ended September 27, 1997, which were delayed
to permit completion of the review, are expected to be issued shortly.
The company's Chief Executive Officer Roland Gerard stated, "we are closely
monitoring TCC's strategic business plans and have been studying the critical
issues it faces for some time now. In the coming months, we will continue to
seek ways of improving our competitive position and enhance shareholder
value."
The discussions in this Press Release, including any discussion of impact,
expressed or implied, on Technical Communications Corporation's (the
"Company") anticipated operating results and future earnings contain
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended. The Company's results may differ 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 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 &
Exchange Commission.
CONTACT:
Janet LeClair, 978/287-5100
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Exhibit 99b
WEDNESDAY JANUARY 14, 5:15 PM EASTERN TIME
COMPANY PRESS RELEASE
TECHNICAL COMMUNICATIONS CORPORATION
CONCORD, Mass.--(BUSINESS WIRE)--Jan. 14, 1998--Technical Communications
Corporation (TCCO) announced that Graham Briggs, Vice-President-Finance, has
been terminated effective immediately. Mr. Herbert Lerner, the Company's
Treasurer, will serve as Chief Financial Officer until Mr. Brigg's successor
is named.
CONTACT:
Technical Communications Corporation
Janet LeClair, 978/287-5100
