-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Tp6SsS+h0kByDdLrh8BTamApVv/T/M8JLrTaPbCSt9QChHxf3/A0JnqmT9jLD9jQ HA1kqRkv5+8LOTazFBHpEg== 0000022698-94-000003.txt : 19940202 0000022698-94-000003.hdr.sgml : 19940202 ACCESSION NUMBER: 0000022698-94-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940130 ITEM INFORMATION: 2 FILED AS OF DATE: 19940201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMSAT CORP CENTRAL INDEX KEY: 0000022698 STANDARD INDUSTRIAL CLASSIFICATION: 4899 IRS NUMBER: 520781863 STATE OF INCORPORATION: DC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 34 SEC FILE NUMBER: 001-04929 FILM NUMBER: 94503981 BUSINESS ADDRESS: STREET 1: 6560 ROCK SPRING DR CITY: BETHESDA STATE: MD ZIP: 20817 BUSINESS PHONE: 301-214-30 MAIL ADDRESS: STREET 1: 6560 ROCK SPRING DRIVE CITY: BETHESDA STATE: MD ZIP: 20817 FORMER COMPANY: FORMER CONFORMED NAME: COMMUNICATIONS SATELLITE CORP /DE/ DATE OF NAME CHANGE: 19930719 8-K 1 FORM 8K 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 30, 1994 COMSAT Corporation ------------------------------------------------- (Exact name of Registrant as specified in Charter) District of Columbia 1-4929 52-0781863 --------------------- ----------- -------------- (State or other juris- (Commission (IRS Employer diction of incorporation File Number) Identification Number) 6560 Rock Spring Drive, Bethesda, MD 20817 --------------------------------------- --------- (Address of principal executive offices) Zip Code Registrant's telephone number, including area code (301) 214-3000 Communications Satellite Corporation 950 L'Enfant Plaza, S.W., Washington, D.C. 20024 - ------------------------------------------------------------- (Former name or former address, if changed since last report). PAGE 1 Item 5. Other Events Attached to this report as Exhibit 20, and incorporated by reference in this item, is a Press Release of the Corporation, distributed on January 31, 1994, announcing COMSAT Corporation entering into a definitive merger agreement for the acquisition of Radiation Systems, Inc. Item 7. Financial Statements and Exhibits (c) Exhibits (listed according to the number assigned in Item 601 of Regulation S-K). Exhibit No. Description 20 Press Release dated January 31, 1994. PAGE 2 SIGNATURES 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. COMSAT Corporation By: /s/ Allen E. Flower -------------------------- Allen E. Flower Controller Date: January 31, 1994 PAGE 3 EXHIBIT INDEX
Exhibit No. Description Page 20 Press Release dated January 31, 1994. 5E
PAGE 4 EX-20 2 EXHIBIT 20 EXHIBIT 20 January 31, 1994 COMSAT TO ACQUIRE RADIATION SYSTEMS, INC. RADIATION SYSTEMS REPORTS 2ND QUARTER RESULTS BETHESDA, Md. COMSAT Corporation (NYSE:CQ) has entered into a definitive merger agreement for the acquisition of Radiation Systems, Inc. (NASDAQ:RADS), a Sterling, Va.-based designer, manufacturer and integrator of satellite earth stations, advanced antennas and other turnkey systems for telecommunications, radar, air traffic control and military uses. Following the merger, COMSAT's existing systems integration business, COMSAT Technology Services (CTS), will be combined with Radiation Systems, Inc. (RSi) to form COMSAT RSI. COMSAT RSI will pursue opportunities in the high-growth wireless communications market. Offering integrated systems and products, COMSAT RSI will target international and domestic markets that include cellular, PCS and VSAT antenna technology. "By combining the core competencies of CTS and RSi, the new company will provide comprehensive solutions to customers with sophisticated wireless communications needs," said Bruce L. Crockett, President and CEO of COMSAT. "Wireless communications presents a unique business opportunity for the company and makes this merger a natural fit," PAGE 5 said Richard E. Thomas, Chairman, President and CEO of Radiation Systems, Inc. "Our business experience, manufacturing skills and antenna expertise will blend with COMSAT's international reputation and sharpened systems integration abilities to produce a new, combined business that will be a major force in the international marketplace." Thomas will head COMSAT RSI, which will leverage the resources of COMSAT Laboratories, a world- renowned center for communications satellite research and development. Under the merger agreement, RSi will be merged with a wholly owned subsidiary of COMSAT and each share of Radiation Systems' common stock will be exchanged for $18.25 in COMSAT common stock, based on the average closing price of COMSAT stock during 20 trading days ending five trading days before the closing of the transaction. However, in no event would a share of Radiation Systems common stock be exchanged for less than 0.638 or more than 0.780 shares of COMSAT common stock. Radiation Systems has approximately eight million shares outstanding, giving the transaction an approximate value of $150 million. The merger is subject to the approval of Radiation Systems' shareholders, receipt of all required government approvals and compliance with other customary conditions. A registration statement relating to the offering of COMSAT common stock to RSi shareholders will be filed with the SEC. The offering will be PAGE 6 made only by means of a prospectus which will be sent, together with a proxy statement, to RSi shareholders, who are expected to vote on the merger during the second quarter of 1994. COMSAT currently owns 4.9 percent of Radiation Systems' stock. Radiation Systems may be required to pay COMSAT up to $7.5 million if the transaction is not completed under certain circumstances. Radiation Systems also has granted COMSAT, as part of the transaction, an irrevocable option that can be exercised under certain circumstances to purchase up to an additional 15 percent of Radiation Systems' outstanding common stock, at an exercise price of $18.25 per share. It is a condition to the merger that it be treated as a pooling of interests for accounting purposes. It is also expected that the merger will qualify as a tax-free reorganization. At the current trading price of COMSAT stock, and excluding non-recurring transaction costs, COMSAT expects that the acquisition will not have a materially dilutive effect on 1994 earnings per share. Financial advisors for the transaction are Goldman, Sachs & Co. for COMSAT and Alex. Brown & Sons Incorporated for Radiation Systems. RADIATION SYSTEMS SECOND QUARTER RESULTS Radiation Systems, Inc. today reported net income of $1,304,000 (16 cents per share) for the three months ended December 31, 1993, a decline of 42 percent from net income of PAGE 7 $2,251,000 (27 cents per share) in the second quarter of last fiscal year. Total revenues for the second quarter were $27.0 million compared to $29.3 million in the last fiscal year. For the six months ended December 31, 1993, net income was $3.7 million (45 cents per share) on total revenues of $53.9 million, compared to net income of $4.8 million (58 cents per share) on revenues of $61.8 million for the same period the prior year. Radiation Systems attributed the decline in net income largely to the delay in the settlement of its business interruption insurance claim from the previously reported tornado which struck its division in Largo, Florida. Radiation Systems has previously received $827,000, and $2,996,000 which have been included in total revenues for the three month period ended September 30, 1993 and the year ended June 30, 1993 (including $802,000 in the three month period ended December 31, 1992), respectively. Radiation Systems anticipates that it will reach a settlement for the current period claim by the end of the fiscal year at which time the additional revenue will be recognized. Also, additional expenses incurred in two contracts of the Universal Antenna Division have contributed to a decline in pretax operating margins in the second quarter. PAGE 8 New orders for the quarter ended December 31, 1993 were $35.6 million including the previously announced $18 million contract for telecommunications systems in Kuwait. Radiation Systems also received notice that its $6.2 million contract with Raytheon for the Ground Based Radar project had been terminated for convenience by the U.S. Government, resulting in net bookings for the quarter of $29.4 million. Total backlog of unfilled orders on December 31, 1993 was $133.1 million compared to a backlog of $130.8 million on September 30, 1993 and $142.1 million on December 31, 1992. Mr. Thomas said that, with the formation of COMSAT RSI, he expects to realize scale economies, critical mass and increased marketing success, particularly in the high-growth international markets. COMSAT Corporation is an international communications, information and entertainment-distribution services company. It provides voice, video and data services to customers worldwide by fixed and mobile technologies and is the largest owner and user of the global INTELSAT and Inmarsat communications satellite networks. COMSAT Corporation also furnishes satellite systems integration, wireless networks and technical consulting; offers on-demand entertainment and information services to the hospitality industry, and owns the NBA Denver Nuggets. PAGE 9 Radiation Systems, Inc. designs, manufactures and installs a broad range of antenna turnkey systems and components for radar, air traffic control, tactical military, satellite communications, wireless and other specialized uses throughout the world. # # # CONTACT: Paul Jacobson COMSAT Corporation 301.214.3658 (media) Mike Troiano COMSAT Corporation 301.214.3600 (investment community) Mark D. Funston, Chief Financial Officer Radiation Systems, Inc. 703.450.5680 PAGE 10 COMSAT CORPORATION RADIATION SYSTEMS, INC. (Dollars in millions except per share and employee amounts) COMSAT Corporation Radiation Systems, Inc. (year ended 12/31/92) (year ended 6/30/93) $563.6 Annual Revenues $121.8 $42.9 Annual Net Income $10.2 $1.09* Earnings Per Share $1.23 $0.70* Annual Dividends Per Share $0.10 CQ Ticker Symbol RADS 39,318,000* Outstanding Shares 8,285,000 $1,542.8 Assets $123.4 1,644 Employees 975 Bethesda, Md. Headquarters Sterling, Va. 1963 Founded 1960 December 31 Fiscal Year Ends June 30 International Fixed & Principal Business Antennas, Antenna Mobile Satellite Activities Subsystems and Turnkey Communications; Earth Station Terminals; Information & Commercial Satellite, Entertainment Tactical Military & Distribution; The Denver Terrestrial Microwave Nuggets; Wireless Communications; Radar; Networks; Systems Scientific & Special Integration; Applied Applications Research; International Ventures *after adjustment for 6/93 2-for-1 stock split PAGE 11 Radiation Systems, Inc. Comparative Highlights (Unaudited) (In Thousands, except per share amounts and percentages)
Three Months Ended Six Month Ended Year December 31 December 31 Ended 6/30/93 --------------------- ---------------------- ------- 1993 1992 % 1993 1992 % change change --------------------- ---------------------- ------- Sales $27,061 $28,492 -5% $53,035 $60,951 -13% 118,790 Business Inter- ruption Insurance 0 802 -100% 827 802 3% 2,996 Total Revenues 27,061 29,294 -8% 53,862 61,753 -13% 121,786 Earnings Before Taxes and Accounting Change 2,115 3,629 -42% 5,313 7,713 -31% 15,576 Income Taxes (811) (1,378) -41% (1,998) (2,893) -31% (5,336) Earnings Before Accounting Change 1,304 2,251 -42% 3,315 4,820 -31% 10,240 Cumulative Effect of Change in Accounting for Income Taxes 0 0 N/A 377 -- N/A 0 Net Earnings 1,304 2,251 -42% 3,692 4,820 -29% 10,240 Earnings Per Share $0.16 $0.27 -41% $0.45 $0.58 -22% $1.23 Average and Equivalent Shares Outstanding During the Period 8,299 8,368 8,293 8,364 8,356 Investment Income, Net of Interest Expense (pretax) (124) (46) (228) (2) (80) Operating Margins (pretax) 8.3% 12.9% 10.4% 12.7% 13.2% Effective Tax Rate 38.3% 38.0% 37.6% 37.5% 34.3% Net Earnings as a Percent of Sales 4.8% 7.9% 7.0% 7.9% 8.6%
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