-----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, H9/i3u0d4y2k12nsdkWL+Wg9dved4EOdvnjstewNfjEEVeLD0H1tIAXi2FKvGfbj yhvGcali7YL4bnHlf2crKA== 0000022698-94-000014.txt : 19940531 0000022698-94-000014.hdr.sgml : 19940531 ACCESSION NUMBER: 0000022698-94-000014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940526 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19940527 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: 1934 Act SEC FILE NUMBER: 001-04929 FILM NUMBER: 94531000 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 PRESS RELEASE 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): May 26, 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 Not applicable. -------------- (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 May 26, 1994, announcing the fraction of a share of the Corporation's common stock expected to be exchanged for a share of common stock of Radiation Systems, Inc. ("RSi") if the Corporation's acquisition of RSi is approved by RSi stockholders at a special meeting on June 3, 1994. 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 May 26, 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: May 27, 1994 Page 3 EXHIBIT INDEX Exhibit No. Description Page 20 Press Release dated May 26, 1994. 5 Page 4 EXHIBIT 20 NEWS RELEASE FROM: COMSAT Corporation 6560 Rock Spring Drive Bethesda, MD 20817 PHONE: 301 214 3658 FAX: 301 214 7130 DATE: May 26, 1994 COMSAT, RADIATION SYSTEMS, INC. ANNOUNCE CONVERSION FRACTION FOR SHARES OF RSi BETHESDA, Md. and STERLING, Va. -- COMSAT Corporation (NYSE:CQ) and Radiation Systems, Inc. (NASDAQ:RADS) announced today that if COMSAT's acquisition of RSi is approved by stockholders of RSi at a special meeting June 3, then each share of Radiation Systems common stock outstanding on that day will be converted into 0.780 shares of COMSAT common stock. According to the COMSAT-RSi merger agreement, a share of RSi common stock -- upon the consummation of the merger -- will be converted into a fraction of a share of COMSAT common stock determined by dividing $18.25 by the average closing price of COMSAT common stock on the New York Stock Exchange composite tape during the 20 trading days that ended today. However, the merger agreement provides that in no event would a share of RSi common stock be converted into less than 0.638 or more than 0.780 shares of COMSAT common stock. The average closing price of a share of COMSAT common stock during the 20 trading days that ended today (May 26), five business days before the RSi stockholders meeting, is $22.29. Because $18.25 divided by the average price is greater than 0.780, the conversion fraction will be 0.780. (more) Page 5 CONVERSION -- page two 5/26/94 As previously announced, COMSAT and RSi intend to close the merger on June 3 if it is approved by RSi stockholders and all other conditions are satisfied. The special meeting of RSi stockholders will be held at the Holiday Inn Washington-Dulles in Sterling, Va., at 10 a.m. Radiation Systems, Inc. designs, manufactures and installs a broad range of antenna turnkey systems and components for radarm, 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. # # # COMSAT CONTACTS: - ---------------- Joe Tomkowicz News Media COMSAT Corporation (301) 214-3658 Mike Troiano Investor Relations COMSAT Corporation (301) 214-3244 Mark Funston Radiation Systems, Inc. (703) 450-5680 Page 6 -----END PRIVACY-ENHANCED MESSAGE-----