-----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, MDqvMIJgIxuyq5E21HPBMWlpFVUuEPqheBQq/wSDQ8CdaNwA3j/YGKypigy26O33 jlcvxN3T+2JebltD0WfbzA== 0000950115-96-000952.txt : 19960701 0000950115-96-000952.hdr.sgml : 19960701 ACCESSION NUMBER: 0000950115-96-000952 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960625 ITEM INFORMATION: Other events FILED AS OF DATE: 19960628 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADAGE INC CENTRAL INDEX KEY: 0000002186 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600] IRS NUMBER: 042225121 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-07336 FILM NUMBER: 96588431 BUSINESS ADDRESS: STREET 1: 625 WILLOWBROOK LANE CITY: WEST CHESTER STATE: PA ZIP: 19382 BUSINESS PHONE: 2154303900 MAIL ADDRESS: STREET 1: 625 WILLOWBROOK LANE STREET 2: 625 WILLOWBROOK LANE CITY: WEST CHESTER STATE: PA ZIP: 19382 8-K 1 CURRENT REPORT 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) June 25, 1996 ------------------------- Adage, Inc. ---------------------------------------------------- (Exact name of registrant as specified in its charter) Pennsylvania 33-31797 04-2225121 ------------ -------- ---------- 400 Willowbrook Lane, West Chester, Pa 19382 -------------------------------------------- Registrant's telephone number, including area code 610-430-3900 ------------------------- ---------------------------------------------------------------- (Former name or former address, if changed since last report.) ITEM 5 -- OTHER EVENTS THE REGISTRANT ISSUED A PRESS RELEASE DATED JUNE 25, 1996 REPORTING ADAGE, INC. TO DISTRIBUTE STOCK OF RELM COMMUNICATIONS, INC. THE PRESS RELEASE IS APPENDED AS EXHIBIT 1. Pursuant to the requirements of Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ADAGE, INC. /s/ ROBERT T. HOLLAND ------------------------------- Robert T. Holland Vice President - Finance Date: June 25, 1996 EX-99.1 2 PRESS RELEASE EXHIBIT 1 [ ADAGE, INC. LOGO ] 400 Willowbrook Lane West Chester, PA 19382 (610) 430-3900 FAX 431-9636 Summary: Adage, Inc. to distribute stock of Relm Communications, Inc. Company Contact: Donald F.U. Goebert Chairman & President Adage, Inc. (610) 430-3900 FOR IMMEDIATE RELEASE: - ---------------------- WEST CHESTER, PENNSYLVANIA, JUNE 25, 1996.... ADAGE, INC. (NASDAQ-ADGE); The Board of Directors has tentatively approved a proposal to distribute to Adage, Inc. shareholders, all of the common stock of its wholly owned subsidiary, RELM Communications, Inc. Such a distribution would require the approval of the shareholders, as well as other independent entities. A "private letter" ruling from the Internal Revenue Service that the distribution is tax free will be sought. The earliest that such a distribution could occur would be in November, 1996. RELM Communications, Inc. designs, manufactures and distributes land mobile communications equipment and demand side management systems and products. Its brand names include RELM, BK Radio, and Bendix/King. It expects sales for 1996 of $50,000,000 and improving earnings. Upon completion of the spin-off, it is estimated that it would have total assets of $30,000,000 and an equity of $20,000,000. After the distribution, Adage, Inc. would continue to own the Fort Orange Paper Company, Inc., a $25,000,000 business in the folding carton and paperboard business. It would also own Allister Manufacturing, Inc., a $12,000,000 business in garage door and gate openers. With the continuance of these businesses, the gross sales of Adage, Inc. would be $37,000,000 with total assets of $27,000,000 and a net worth of $13,000,000. It is the belief of management that the separation of the companies will facilitate the growth of RELM Communications and better enable it to take advantage of opportunities that are present in the wireless communications field. -----END PRIVACY-ENHANCED MESSAGE-----