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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: July 9, 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
July 9, 1998
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Item Page
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Item 5. Other Events 1
Signature 2
Exhibit E-1
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Item 5. Other Events
Technical Communications Corporation ("TCC" or the "Company")
announced the status of the continuing dispute arising from an
action filed on May 22, 1998, by M. Mahmud Awan and Philip A.
Phalon against TCC and its directors in the Massachusetts
Superior Court, Middlesex County, entitled Philip A. Phalon
and M. Mahmud Awan v. Technical Communications Corporation, et
al., Civil Action No. 98-2553. In the action, the plaintiffs
make a variety of allegations relating to actions of the Board
including improper denial of access to stockholder
information. The complaint also challenges the effectiveness
of certain actions taken by the Company's Board of Directors
on April 30, 1998 in creating staggered terms for the Board.
The Company denies the allegations in the action and is
vigorously defending the matter. Moreover, the Company
believes that discovery in the matter has revealed that
Messrs. Phalon and Awan--forced to testify under oath in
depositions--now admit that many allegations in their
complaint, were unfounded and unsubstantiated, and that some
were included in the complaint based on information provided
to them by persons they cannot now remember or identify and
others based on pure guesswork.
As a result of the continuing dispute, on July 2, 1998, the
Board voted to postpone the date of the Annual Stockholders
meeting (previously set for July 17, 1998) to allow time for
the Company's stockholders to receive and review proxy
materials. The new date for the meeting has been set for
August 14, 1998, with stockholders of record as of June 22,
1998, entitled to vote at the meeting, subject to any further
court action and the timely clearance of the Company's proxy
materials with the Securities and Exchange Commission.
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.
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Exhibit
No. Title
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99a 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: July 9, 1998 By: /s/Carl H. Guild, Jr.
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Carl H. Guild, Jr.
Chairman
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Exhibit 99
Technical Communications Corporation NEWS RELEASE
100 Domino Drive July 9, 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
COMMENTS ON A CIVIL DISPUTE AGAINST
THE COMPANY AND ITS BOARD OF DIRECTORS
Date of Annual Shareholders Meeting Changed
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CONCORD, MASSACHUSETTS --- Technical Communications Corporation (NASDAQ:TCCO,
"TCC" or the "Company") commented on the continuing dispute arising from an
action filed on May 22, 1998, by M. Mahmud Awan and Philip A. Phalon against TCC
and its directors in the Massachusetts Superior Court, Middlesex County,
entitled Philip A. Phalon and M. Mahmud Awan v. Technical Communications
Corporation, et al., Civil Action No. 98-2553. In the action, the plaintiffs
make a variety of allegations relating to actions of the Board including
improper denial of access to stockholder information. The complaint also
challenges the effectiveness of certain actions taken by the Company's Board of
Directors on April 30, 1998 in creating staggered terms for the Board.
On June 10, 1998, the Superior Court (the "Court") issued a decision and order
(the "Order"). In the Order, the Court denied the plaintiffs' request for
shareholder information, but ordered the Company to distribute plaintiffs' proxy
materials, but only at plaintiffs' expense. The Court also enjoined the
effectiveness of the Board's April 30, 1998 vote creating staggered terms for
the Board.
The Company denies the allegations in the action and is vigorously defending the
matter. Moreover, the Company believes that discovery in the matter has revealed
that Messrs. Phalon and Awan - forced to testify under oath in depositions - now
admit that many allegations in their complaint, were unfounded and
unsubstantiated, and that some were included in the complaint based on
information provided to them by persons they cannot now remember or identify and
others based on pure guesswork.
On June 24, 1998, the Company's independent outside Board members voted to opt
in to the provisions of Massachusetts law creating staggered terms for boards of
directors. On June 28, 1998, the Company filed motions for clarification and
reconsideration of the Order in light of the June 24 Board action. On July 6,
1998, the Court denied the motions, but let stand the June 24, 1998 Board
action. Thus the Court has not issued any order invalidating the June 24, 1998
action by the Company's independent Board members and the Company believes that
this vote is
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valid, effective and in force. Nonetheless, the plaintiffs have filed a
complaint for civil contempt against the Company's Board members, excluding
Philip Phalon, as a result of the June 24 Board action. The Court has scheduled
a hearing on the matter for July 10, 1998.
As a result of the continuing dispute, on July 2, 1998, the Board voted to
postpone the date of the Annual Stockholders meeting (previously set for July
17, 1998) to allow time for the Company's stockholders to receive and review
proxy materials. The new date for the meeting has been set for August 14, 1998,
with stockholders of record as of June 22, 1998, entitled to vote at the
meeting, subject to any further court action and the timely clearance of the
Company's proxy materials with the Securities and Exchange Commission.
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.
