<PAGE>
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: July 16, 1998
-----------------------------
TECHNICAL COMMUNICATIONS CORPORATION
------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Massachusetts
----------------------------------------------
(State or Other Jurisdiction of Incorporation)
0-8588 04-2295040
------------------------ ------------------------------------
(Commission File Number) (I.R.S. Employer Identification No.)
100 Domino Drive, Concord, Massachusetts 01742
-------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(978) 287-5100
----------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Not Applicable
-------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
TABLE OF CONTENTS
FORM 8-K
July 16, 1998
<TABLE>
<CAPTION>
Item Page
- ---- ----
<S> <C>
Item 5. Other Events 1
Signature 2
Exhibit E-1
</TABLE>
- i -
<PAGE>
Item 5. Other Events
Technical Communications Corporation (the "Company") today announced
that its upcoming Annual Meeting of Stockholders, originally
established on July 17, 1998, will instead convene on July 28, 1998.
This change from the Company's previously announced meeting date of
August 14, 1998, is a result of an agreement between the Company and
the plaintiffs (Messrs. Philip A. Phalon and M. Mamud Awan) in a
lawsuit against the Company and its directors (other than Mr. Phalon)
pending in Middlesex Superior Court. Under this agreement, the Annual
Meeting will convene on July 28, 1998, immediately adjourn and
reconvene on August 14, 1998, at which time stockholders will be
welcomed and the actual business of the meeting will be conducted.
This will preserve the initial record date of May 29, 1998, thereby
entitling stockholders of record as of May 29, 1998 to notice of and
to attend the Annual Meeting.
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 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-
<PAGE>
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: July 16, 1998 By:/s/Carl H. Guild, Jr.
---------------------
Carl H. Guild, Jr.
Chairman
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Title
------- -----
<S> <C>
99 Press Release
</TABLE>
<PAGE>
Exhibit 99
Technical Communications Corporation NEWS RELEASE
100 Domino Drive July 15, 1998
Concord, MA 01742 - 2892 For Immediate Release
Contact: Janet LeClair, Investor Relations, (978) 287-5100
Web Site: http://www.tccsecure.com
------------------------
TECHNICAL COMMUNICATIONS CORPORATION
COMMENTS ON A CIVIL DISPUTE AGAINST
THE COMPANY AND ITS BOARD OF DIRECTORS
Date of Annual Shareholders Meeting Changed
-------------------------------------------
CONCORD, MASSACHUSETTS --- Technical Communications Corporation
(NASDAQ:TCCO, "TCC" or the "Company") today announced that its upcoming Annual
Meeting of Stockholders, originally established on July 17, 1998, will instead
convene on July 28, 1998.
This change from the Company's previously announced meeting date of
August 14, 1998, is a result of an agreement between the Company and the
plaintiffs (Messrs. Philip A. Phalon and M. Mamud Awan) in a lawsuit against the
Company and its directors (other than Mr. Phalon) pending in Middlesex Superior
Court. Under this agreement, the Annual Meeting will convene on July 28, 1998,
immediately adjourn and reconvene on August 14, 1998, at which time stockholders
will be welcomed and the actual business of the meeting will be conducted. This
will preserve the initial record date of May 29, 1998, thereby entitling
stockholders of record as of May 29, 1998 to notice of and to attend the Annual
Meeting.
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.
