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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: August 14, 1998
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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
August 14, 1998
Item Page
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Item 5. Other Events 1
Item 7. Financial Statements and Exhibits 2
Signature 3
Exhibit E-1
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Item 5. Other Events
Technical Communications Corporation (the "Company") today
announced that it reconvened its 1998 Annual Meeting of
Stockholders adjourned from July 28, 1998. The Company intends to
announce the voting results upon the verification and report of CT
Corporation, the appointed Inspector of Election.
The Company also announced that on August 13, 1998, the
Massachusetts Middlesex County Superior Court, in which the
insurgent group of stockholders' complaint against the Company and
its directors is pending, dismissed the insurgent's complaint for
civil contempt as a result of the Board's June 24, 1998 vote opting
into the provisions of Massachusetts General Laws, Chapter 156B,
Section 50A.
Matters discussed in this form 8-K, including any discussion of or
impact, expressed or implied, on the Company's 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 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, including but not
limited to the Company's Annual Report on Form 10-K for the fiscal
year ended September 27, 1997.
1
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Item 7. Financial Statements and Exhibits
a. Financial Statements of businesses acquired.
Not applicable.
b. Pro forma financial information.
Not applicable.
c. Exhibits.
The following exhibit is filed with this report:
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Exhibit No. Description
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99 Press Release
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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: August 14, 1998 By: /s/ Carl H. Guild, Jr.
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Carl H. Guild, Jr.
Chairman
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Exhibit
No. Title
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<S> <C>
99 Press Release
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E-1
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Exhibit 99
Technical Communications Corporation NEWS RELEASE
100 Domino Drive August 14, 1998
Concord, MA 01742-2892 For Immediate Release
Contact: Janet LeClair, Investor Relations
(978) 287-5100
Web Site: http://www.tccsecure.com
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TECHNICAL COMMUNICATIONS CORPORATION ANNOUNCES
ACTION AT ANNUAL MEETING OF STOCKHOLDERS; COMMENTS ON
ONGOING LITIGATION WITH PROXY CONTESTANTS
CONCORD, MASSACHUSETTS--Technical Communications Corporation (NASDAQ:TCCO)
announced today that it reconvened its 1998 Annual Meeting of Stockholders
adjourned from July 28, 1998. In light of this year's contested election of
directors, the Company and members of the insurgent group appointed CT
Corporation to receive all proxies, examine and verify them and report the
results, a process not expected to be completed until Friday, August 21,
1998. Based on a preliminary survey of proxy cards received prior to the
meeting and subject to final verification from CT Corporation, the meeting
proceeded and votes were taken on all matters described in proxy materials
distributed to stockholders on the basis of having obtained proxies
representing sufficient shares to constitute a quorum. TCC intends to
announce the voting results and their implications for the Company as soon as
they are available.
On a separate note, TCC announced that on August 13, 1998 the Massachusetts
court, in which the insurgent's complaint against TCC and its directors is
pending, dismissed the insurgent's complaint for civil contempt as a result
of the Board's June 24, 1998 vote opting into the protections of
Massachusetts law, c.156B, section 50A. In doing so, the court specifically
noted that the insurgents had provided "no evidence" to support their claims
that TCC's new outside independent directors were "beholden" to former
director Arnold McCalmont.
Carl H. Guild, Jr., TCC's Chairman and CEO, stated, regarding the
stockholders meeting, "I am pleased that our stockholders have taken the
opportunity to vote on these important matters facing the Company. We eagerly
await CT Corporation's tally of the results."
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Commenting on the ongoing litigation by the insurgent group headed by Messrs.
Phalon and Awan, Mr. Guild continued, "We are pleased with the court's
decision in dismissing the insurgent's complaint for contempt. Our new
outside independent directors are committed to enhancing stockholder value.
This attack on their objectivity and their commitment to TCC was unwarranted
and I am pleased that the court's result vindicates our directors' decision
in this matter."
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 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.
