8-K 1 p64979e8-k.txt 8-K 1 UNITED STATES 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 April 16, 2001 (Date of earliest event reported) RADYNE COMSTREAM INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 0-11685 11-2569467 (State or Other (Commission (IRS Employer Jurisdiction File Number) Identification No.) of Incorporation) 3138 East Elwood Street, Phoenix, Arizona 85034 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (602) 437-9620 Not Applicable (Former Name or Former Address, if Changed Since Last Report) 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On April 18, 2001, Tiernan Radyne ComStream, Inc. (the "Company"), a wholly-owned subsidiary of Radyne ComStream Inc., acquired all of the assets of Tiernan Communications, Inc., a California corporation, through a private foreclosure sale conducted at the premises of Tiernan Communications, Inc. Prior to the foreclosure, the Company became the secured lender of Tiernan Communications, Inc. on April 13, 2001, purchasing the secured debt for $3.9 million in cash. The purchase price of the secured debt was negotiated at arms' length between the Company and secured creditors of Tiernan Communications, Inc. and was derived from working capital of the Company. The Company had no prior relationship with Tiernan Communications, Inc. or the creditors from which it acquired the note and security agreements upon which it foreclosed. The Company intends to continue to use the assets acquired by the Company in the manufacture of equipment for distribution of television programming via satellite and terrestrial networks and Internet applications. ITEM 5. OTHER EVENTS. Attached hereto as Exhibit 99.1 is a copy of Radyne ComStream Inc.'s press release dated April 16, 2001 titled "Radyne ComStream Acquires Assets of Tiernan Communications, Inc." Attached hereto as Exhibit 99.2 is a copy of Radyne ComStream Inc.'s press release dated April 19, 2001 titled "Radyne ComStream Closes Asset Purchase of Tiernan Communications, Inc." ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial Statements of Businesses Acquired. The financial statements required by Item 7 for this Form 8-K will be filed within 60 days after the date the Form 8-K is due. (b) Pro Forma Financial Information. The pro forma financial information required by Item 7 of this Form 8-K will be filed within 60 days after the date the From 8-K is due. (c) Exhibits
EXHIBIT NUMBER DESCRIPTION ------ ----------- 2.1 Sale and Assignment of Loan Agreement by and between Venture Banking Group, a division of Cupertino National Bank and Tiernan Radyne ComStream, Inc. dated April 12, 2001. 2.2 Agreement by and among Tiernan Radyne ComStream, Inc., Tiernan Communications, Inc. and Westar Capital II, LLC dated April 13, 2001.
-2- 3 99.1 Radyne ComStream Inc. Press Release dated April 16, 2001 titled "Radyne ComStream Acquires Assets of Tiernan Communications, Inc." 99.2 Radyne ComStream Inc. Press Release dated April 19, 2001 titled "Radyne ComStream Closes Asset Purchase of Tiernan Communications, Inc
SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RADYNE COMSTREAM INC. (Registrant) ------------------------------ (Signature) Garry D. Kline Chief Financial Officer Date: April, 27, 2001 -3- 4 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------- ----------- 2.1 Sale and Assignment of Loan Agreement by and between Venture Banking Group, a division of Cupertino National Bank and Tiernan Radyne ComStream, Inc. dated April 12, 2001. 2.2 Agreement by and among Tiernan Radyne ComStream, Inc., Tiernan Communications, Inc. and Westar Capital II, LLC dated April 13, 2001. 99.1 Radyne ComStream Inc. Press Release dated April 16, 2001 titled "Radyne ComStream Acquires Assets of Tiernan Communications, Inc." 99.2 Radyne ComStream Inc. Press Release dated April 19, 2001 titled "Radyne ComStream Closes Asset Purchase of Tiernan Communications, Inc
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