-----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, lWvpWwjIhdjomt7RFlfK+wL5gBWtQnLYDJNG8VVaeKV+ENBDhrEuwZ2zjAMLflUw oKkwZXQAHBy3oR7YsTnr2g== 0000022698-94-000004.txt : 19940308 0000022698-94-000004.hdr.sgml : 19940308 ACCESSION NUMBER: 0000022698-94-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940218 ITEM INFORMATION: 1 FILED AS OF DATE: 19940307 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: 94514843 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): February 18, 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 joint Press Release of the Corporation and Radiation Systems, Inc., distributed on February 18, 1994, describing purported shareholder class action lawsuits filed in Nevada challenging the Corporation's 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 February 18, 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: March 7, 1994 PAGE 3 EXHIBIT INDEX Exhibit No. Description Page 20 Press Release dated February 18, 1994. 5 PAGE 4 Exhibit 20 February 18, 1994 RADIATION SYSTEMS AND COMSAT DECLARE PURPORTED SHAREHOLDER LAWSUITS TO BE WITHOUT MERIT STERLING, Va. and BETHESDA, Md. - Radiation Systems, Inc. (NASDAQ: RADS) and COMSAT Corporation (NYSE:CQ) announced today that two purported shareholder class-action lawsuits have been filed in Nevada state court challenging the previously-announced merger involving the two companies. Plaintiffs in the lawsuits allege, among other things, that the proposed merger consideration is unfair and inadequate. The lawsuits seek, among other things, to enjoin the merger and, in the event the merger is consummated, to recover damages. Radiation Systems and COMSAT stated that the lawsuits are, in their view, without merit and will be defended against vigorously. As previously announced, it is anticipated that a special meeting of Radiation Systems stockholders will be held in the second quarter of 1994 to vote on approval of the merger. 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. 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. CONTACT: Paul Jacobson COMSAT Corporation 301.214.3658 Mark D. Funston Radiation Systems, Inc. 703.450.5680 PAGE 5 -----END PRIVACY-ENHANCED MESSAGE-----