-----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, GiwCpwfp2BtaAaxgTDo0VhFmQfhcsciXwpXOpqmMsWTRh+G9EK6Xtwiiaaj4iJ7m jy6wFzvTsX6CI9h61FTN9w== 0000950149-97-000074.txt : 19970116 0000950149-97-000074.hdr.sgml : 19970116 ACCESSION NUMBER: 0000950149-97-000074 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971214 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970115 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALIFORNIA MICROWAVE INC CENTRAL INDEX KEY: 0000016357 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 941668412 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-07428 FILM NUMBER: 97506532 BUSINESS ADDRESS: STREET 1: 985 ALMANOR AVE CITY: SUNNYVALE STATE: CA ZIP: 94086 BUSINESS PHONE: 4087324000 MAIL ADDRESS: STREET 1: 985 ALMANOR AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94086 8-K 1 FORM 8-K DATED 1-14-97 1 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 JANUARY 14, 1997 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) CALIFORNIA MICROWAVE, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 0-7428 94-1668412 (STATE OR OTHER (COMMISSION (IRS EMPLOYER JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.) INCORPORATION) 555 TWIN DOLPHIN DRIVE, REDWOOD CITY, CALIFORNIA 94065 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE): 415/596-9000 -1- 2 Item 5. Other Events. ------------- On January 14, 1997, California Microwave, Inc. (the "Company") issued the press release attached as Exhibit 99.1 hereto, announcing that it is rescheduling its fiscal 1997 second quarter results release pending a comprehensive business review and that substantial writedowns are expected in the fiscal 1997 second and third quarters. Item 7. Financial Statements and Exhibits. ---------------------------------- (c) Exhibits 99.1 Press Release of California Microwave, Inc. dated January 14, 1997. -2- 3 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 hereunto duly authorized. CALIFORNIA MICROWAVE, INC. (Registrant) By:/s/ George L. Spillane ------------------------ Name: George L. Spillane Title: Vice President and Secretary Dated: January 15, 1997 -3- 4 EXHIBIT INDEX
Exhibit No. Description of Exhibit ----------- ---------------------- 99.1 Press Release of California Microwave, Inc. dated January 14, 1997.
-4- EX-99.1 2 PRESS RELEASE OF CALIF. MICRO DATED 1-14-97 1 Exhibit 99.1 CALIFORNIA MICROWAVE, INC. 555 Twin Dolphin Drive Redwood City, CA 94065 USA (415) 596-9000 Fax: (415) 596-6600 ___________________________________________ FOR IMMEDIATE RELEASE PRESS RELEASE - --------------------- January 14, 1997 CALIFORNIA MICROWAVE RESCHEDULES SECOND-QUARTER RESULTS RELEASE PENDING BUSINESS REVIEW Redwood City, California - CALIFORNIA MICROWAVE, INC. (CMIC-Nasdaq) announced today that it is conducting a comprehensive business review whose timing dictates rescheduling the results announcement for its fiscal 1997 second quarter ended December 31, 1996. It further announced that absent any inventory or other adjustments that arise out of this review, operations for the second quarter would be profitable. The second-quarter results, scheduled to be released on January 15, are expected to be released on February 12, 1997, just prior to the filing of the company's Form 10-Q report. In October, the company appointed Gilbert F. Johnson president, and in December, named Dr. David B. Leeson chairman. Dr. Leeson said, "In the past month, we've drawn together the corporate and business unit managers to assess each business unit and develop a new operations plan. The replanning process focuses on improving the operating performance of the Microwave Network Systems division and our satellite communications businesses, as well as reducing corporate and group expenses. Objectives include establishing appropriate goals for all business units and developing a solid operating plan for company profitability." This review of businesses, assets and facilities spans both the second and third quarters, and is expected to result in substantial writedowns in these two quarters. Rescheduling the second quarter results announcement was needed to allow management and the board of directors time to complete their review. The company has retained J. P. Morgan to aid in this review. Dr. Leeson concluded, "Most of our units are already consistently profitable. The board and the entire management are working together to bring all our operations up to that level. We're making progress and we believe the outcome will benefit our shareholders." -5- 2 California Microwave, Inc. is a leading U. S. supplier of satellite earth station and microwave radio infrastructure products, installed in more than 110 countries. Statements made in this press release that are not historical facts, including any statements about expectations for the second quarter of fiscal year 1997, involve certain risks and uncertainties. Factors that could cause the company's actual results to differ materially from management's projections, estimates and expectations include the factors described in the company's Form 10-K annual report for its fiscal year ended June 30, 1996. For Further Information Contact: - -------------------------------- Stephanie M. Day Vice President - Corporate Communications (415) 596-6629 Investor Information Line (Toll-free) 1-800-225-6789 http://www.calmike.com Deborah Passik William Dunk Partners Inc. (919) 929-4100 # # # -6- -----END PRIVACY-ENHANCED MESSAGE-----