-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Gv223qqsyMCytYc/yiUuOj+kxW5FFLgD1NjnnRgbtUU45NXIwrn3ZsRcSNa9+3sB CS/DWmQY4wxINMk8VzHqeQ== 0001009675-98-000001.txt : 19980108 0001009675-98-000001.hdr.sgml : 19980108 ACCESSION NUMBER: 0001009675-98-000001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980107 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980107 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAWTEK INC \FL\ CENTRAL INDEX KEY: 0001009675 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 591864440 STATE OF INCORPORATION: FL FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-28276 FILM NUMBER: 98502288 BUSINESS ADDRESS: STREET 1: 1818 SOUTH HIGHWAY 441 CITY: APOPKA STATE: FL ZIP: 32703 BUSINESS PHONE: 4078868860 MAIL ADDRESS: STREET 1: 1818 SOUTH HIGHWAY 441 CITY: APOPKA STATE: FL ZIP: 32703 8-K 1 FORM 8-K - PRESS RELEASE DATED JANUARY 7, 1998 UNITED STATES 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 (Date of earliest event reported): January 7, 1998 SAWTEK INC. (Exact name of registrant as specified in its charter) Florida (State or other jurisdiction of incorporation) 000-28276 (Commission File No.) 59-1864440 (IRS Employer Identification No.) 1818 South Highway 441 Apopka, Florida 32703 (Address of principal executive offices) (407) 886-8860 (Registrant's telephone number, including area code) Item 5. Other Events. Sawtek Inc. announced today that Microsensor Systems, Inc. has entered into a letter of intent to merge into Sawtek. The contemplated merger is proposed as an exchange of common stock to be accounted for as a pooling-of-interests and is subject to entering into a definitive agreement and satisfaction of customary closing conditions. The amount of Sawtek shares to be exchanged is less than one percent (1%) of the total outstanding. Item 7. Financial Statements and Exhibits Exhibit 99.1 Sawtek Inc. Press Release dated January 7, 1998 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SAWTEK INC. By: /s/ Raymond A. Link Vice President Finance and Chief Financial Officer January 7, 1998 EX-99.1 2 PRESS RELEASE DATED JANUARY 7, 1998 Exhibit 99.1 NEWS RELEASE Contact: Ray Link Chief Financial Officer Sawtek Inc. Tel: 407/884-3344 Fax: 407/886-7061 E-mail: rl@sawtek.com For Immediate Release SAWTEK AND MICROSENSOR SYSTEMS, INC. ENTER INTO LETTER OF INTENT Orlando, Florida, January 7, 1998 -- Sawtek Inc. (Nasdaq: SAWS) announced today that Microsensor Systems, Inc. has entered into a letter of intent to merge into Sawtek. The contemplated merger is proposed as an exchange of common stock to be accounted for as a pooling-of-interests and is subject to entering into a definitive agreement and satisfaction of customary closing conditions. The amount of Sawtek shares to be exchanged is less than one percent (1%) of the total outstanding. Microsensor Systems, Inc., a privately-held firm based in Bowling Green, Kentucky, conducts research and development, and designs and manufactures scientific instruments for the chemical sensor market using polymer-coated surface acoustic wave (SAW) devices and other technologies. Its main products include a SAW MINICAD system used for chemical agent detection and the EO Eagle used to detect ethylene oxide emissions in hospitals. Steven P. Miller, Chairman & CEO of Sawtek Inc., said "the addition of Microsensor Systems, Inc. will greatly enhance and accelerate Sawtek's SAW-based chemical sensor initiative by providing us with a variety of products, a customer base and significant technical expertise." Sawtek Inc. is a leading supplier of electronic signal processing components based on surface acoustic wave ("SAW") technology. The Company's primary focus is custom designed, high-performance bandpass filters, resonators, delay lines, oscillators and SAW-based subsystems. These products are used in a wide array of microwave and radio frequency systems such as CDMA and GSM-based digital telephone systems, digital microwave radios, wireless local area networks, cable television, and a variety of defense and satellite systems. Sawtek trades on the Nasdaq National Market under the symbol "SAWS." Forward-looking statements in this release are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Act of 1995. Investors are cautioned that such forward-looking statements involve risks and uncertainties, such as statements of the Company's plans, objectives, expectations and intentions. The cautionary statements made in this release should be read as being applicable to all related forward-looking statements wherever they appear in this release. The Company's actual results could differ materially from those discussed. Factors that could cause or contribute to such differences include the following: the Company's dependence on continuing demand for wireless communications services and CDMA technology, particularly CDMA handset units; economic recessions in the Asia-Pacific region or other geographic areas of the world; dependence on a limited number of customers, which are expected to continue to account for a high percentage of the Company's future net sales; fluctuations in the Company's quarterly results and backlog which may be caused by such factors as product mix changes, price competition, availability of manufacturing capacity, and customer order cancellation or rescheduling; the Company's dependence on its timely development of new or improved SAW products (such as SAW chemical sensors) to meet changing market needs; the risk of competing technologies which could replace or reduce the use of SAW technology for certain applications, as well as other risks as discussed in Sawtek's SEC reports, including Form 10-K filed for fiscal year 1997. -----END PRIVACY-ENHANCED MESSAGE-----