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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: September 16, 1999
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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
September 16, 1999
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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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2
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ITEM 5. OTHER EVENTS
Technical Communications Corporation (the "Company") reported today the
Company will be listed on the NASDAQ SmallCap Market System effective
with the open of business Friday, September 17, 1999. The COMPANY first
received notification from NASDAQ in March 1999 regarding its listing
status on its National Market System, because the market value of the
Company's public float was not greater than or equal to $5,000,000 in
accordance with NASDAQ Marketplace Rule 4450(a)(2).
In July 1999, the Company requested AND was granted a hearing with
NASDAQ and as a result of that meeting has agreed with NASDAQ to move
its listing to the SmallCap Market System.
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 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: September 20, 1999 By: /s/ Carl H. Guild, Jr.
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Carl H. Guild, Jr.
President and Chief Executive Officer
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Exhibit
No. Title
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99 Press Release
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E-1
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Exhibit 99
NEWS RELEASE
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Technical Communications Corporation Michael P. Malone
100 Domino Drive Director of Finance
Concord, MA 01742 - 2892 (978) 287 5100
www.tccsecure.com
TECHNICAL COMMUNICATIONS CORPORATION
ANNOUNCES MOVE TO NASDAQ SMALLCAP MARKET
CONCORD, MA, SEPTEMBER 15, 1999 - TECHNICAL COMMUNICATIONS CORPORATION
(NASDAQ: TCCO) REPORTED TODAY THE COMPANY WILL BE LISTED ON THE NASDAQ SMALLCAP
MARKET SYSTEM EFFECTIVE WITH THE OPEN OF BUSINESS FRIDAY, SEPTEMBER 17, 1999.
THE COMPANY FIRST RECEIVED NOTIFICATION FROM NASDAQ IN MARCH 1999 REGARDING ITS
LISTING STATUS ON ITS NATIONAL MARKET SYSTEM, BECAUSE THE MARKET VALUE OF THE
COMPANY'S PUBLIC FLOAT WAS NOT GREATER THAN OR EQUAL TO $5,000,000 IN ACCORDANCE
WITH NASDAQ MARKETPLACE RULE 4450(a)(2).
IN JULY 1999, THE COMPANY REQUESTED AND WAS GRANTED A HEARING WITH
NASDAQ AND AS A RESULT OF THAT MEETING HAS AGREED WITH NASDAQ TO MOVE ITS
LISTING TO THE SMALLCAP MARKET SYSTEM.
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, including statements about the Company's ability to achieve growth and
profitability, 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 future changes in export laws or regulations,
changes in technology, the effect of foreign political unrest, the ability to
hire, retain and motivate technical, management and sales personnel, the risks
associated with the technical feasibility and market acceptance of new products,
changes in telecommunications protocols, the effects of changing costs, exchange
rates and interest. These and other risks are detailed from time to time in the
Company's filings with the Securities and Exchange Commission, including Form
10-K for the fiscal year ended October 3,1998 and Forms 10-Q for the quarters
ended January 2, 1999 and April 3, 1999 and July 3, 1999.
