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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 27, 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, Concod, 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 of Former Address, if Changed Since Last Report)
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TABLE OF CONTENTS
FORM 8-K
August 27, 1998
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Item Page
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Item 5. Other Events. 1
Item 7. Financial Statements and Exhibits. 1
Signature 2
Exhibit E-1
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Item 5. Other Events
Technical Communications Corporation (the "Company") announced
on August 27, 1998 that the reporting of the voting results of
its August 14, 1998 Annual Meeting of Stockholders has been
delayed.
The Company also noted that on August 26, 1998, in its ongoing
litigation with the Phalon/Awan Group (the "Group") pending in
Massachusetts' Middlesex County Superior Court, the court
declined to rule on the Group's most recent motion to enjoin
the implementation of the Board's June 24, 1988 vote opting
into the provisions of Massachusetts General Laws, Chapter
156B, Section 50A. The court instead ordered a trial on
issues raised in the litigation which is expected to begin
sometime within the next thirty days.
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.
Item 7. Financial Statements and Exhibits.
a. Financial statements of business 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 28, 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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99 Press Release
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Exhibit 99
Technical Communications Corporation NEWS RELEASE
100 Domino Drive August 27, 1998
Concord, MA 01742-2892 For Immediate Release
Contact: Janet LeClair, Investor Relations
(978)287-5100
Web Site: http://www.tcosecure.com
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TECHNICAL COMMUNICATIONS CORPORATION COMMENTS ON TABULATION OF
VOTING RESULTS OF ANNUAL MEETING AND ONGOING LITIGATION WITH THE
PHALON/AWAN GROUP
Concord, Massachusetts -- Technical Communications Corporation (NASDAQ; TCCO)
today announced that the reporting of the voting results of its August 14,
1998 Annual Shareholders Meeting has been delayed. The tabulation of results
is currently the subject of an action pending in Massachusetts Superior Court
(Suffolk County). Final results are not expected to be known until certain
issues relating to the tabulation of votes under Massachusetts corporate law
are resolved by the court. It is expected that these issues could be resolved
within ten days at which time the results would be reported.
Commenting on the separate ongoing litigation with the Phalon/Awan Group
pending in Massachusetts Superior Court, TCC noted that on August 26, 1998,
the court declined to rule on the Phalon/Awan Group's most recent motion to
enjoin the implementation of the June 24, 1998 Board vote opting into the
provisions of Massachusetts General Laws, Chapter 156B, Section 50A. The
court instead decided to order a trial on issues raised by TCC and the
Phalon/Awan Group in the current action, which proceeding is expected to
begin sometime within the next thirty days.
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.
