-----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, Q1EMliJ2p4mdOc5G4XovYF3izPUr51dAj3HQrt4hzu6hIwtI258ic0GH4DIUiWFl oFq4mq4DWuZf1EsptGDP+g== 0001144204-08-060951.txt : 20081104 0001144204-08-060951.hdr.sgml : 20081104 20081104150254 ACCESSION NUMBER: 0001144204-08-060951 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081104 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081104 DATE AS OF CHANGE: 20081104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: R F INDUSTRIES LTD CENTRAL INDEX KEY: 0000740664 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC CONNECTORS [3678] IRS NUMBER: 880168936 STATE OF INCORPORATION: NV FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13301 FILM NUMBER: 081160568 BUSINESS ADDRESS: STREET 1: 7610 MIRAMAR RD STREET 2: BLDG 6000 CITY: SAN DIEGO STATE: CA ZIP: 92126-2313 BUSINESS PHONE: 8585496340 MAIL ADDRESS: STREET 1: 7620 MIRAMAR RD #4100 STREET 2: 7620 MIRAMAR RD #4100 CITY: SAN DIEGO STATE: CA ZIP: 92126-4202 FORMER COMPANY: FORMER CONFORMED NAME: CELLTRONICS INC DATE OF NAME CHANGE: 19910204 8-K 1 v130569_8k.htm Unassociated Document
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
 
Date Of Report: (Date of earliest event reported) November 4, 2008
 
RF INDUSTRIES, LTD.
(Name of small business issuer in its charter)
 
Nevada
(State or Other Jurisdiction
of Incorporation)
0-13301
(Commission File Number)
88-0168936
(I.R.S. Employer
Identification No.)
 
7610 Miramar Road, Bldg. 6000,
San Diego, California 92126-4202
(Address of Principal Executive Offices)

(858) 549-6340
(Registrant’s Telephone Number)
 

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

Item 8.01 Other Events

On September 22, 2008, RF Industries, Ltd. (the “Company”) announced a new plan to repurchase up to 100,000 shares of common stock, par value $0.01 per share, of the Company. By October 28, 2008, the Company had completed the repurchase of all of those shares. Accordingly, on November 4, 2008, the Company announced that it would repurchase up to an additional 100,000 shares from time to time in the open market in compliance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended. Rule 10b-18 is a “safe harbor” rule, which allows issuers to repurchase shares of their own stock in the public market, subject to compliance with particular repurchase requirements.

The Company issued a press release on November 4, 2008 announcing its additional stock repurchase program. A copy of the November 4, 2008 press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.
 
(c)
Exhibits.

Exhibit No.
Description
   
99.1
Press Release dated November 4, 2008.
 
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.
 
November 4, 2008
 
 
 
 
By:
/s/ Howard Hill
 
 
 
Howard Hill
 
 
 
President, Chief Executive Officer
 

 
 

 
EX-99.1 2 v130569_ex99-1.htm Unassociated Document
 
RF INDUSTRIES, LTD.
For Immediate Release
 
RF Connector & Cable Assembly / RF Wireless
 
Investor Contact:
Neil Berkman Associates
(310) 826 - 5051
info@berkmanassociates.com
 
Company Contact:
Howard Hill, President
(858) 549-6340
rfi@rfindustries.com
 
RF Industries to Repurchase Up to 100,000
Additional Shares of Common Stock
 
SAN DIEGO, CALIFORNIA, November 4, 2008 . . . RF Industries (NASDAQ:RFIL) today reported that its Board of Directors has authorized the repurchase of up to 100,000 additional shares of the Company's common stock, from time to time, in open market, privately negotiated or block transactions at the discretion of RFI's management, subject to market conditions and other factors. RFI recently completed the authorized purchase, announced on September 22, 2008, of 100,000 shares of common stock on October 28, 2008.
 
"The Board of Directors, confident that RFI's strong sales, earnings, cash and working capital position will continue, concluded that the acquisition and retirement of another 100,000 shares of the Company's common stock, in addition to the 100,000 shares already purchased between September 22 and October 28, would benefit all of our stockholders," said Howard Hill, president and CEO of RF Industries.
 
At July 31, 2008, RFI reported cash and cash equivalents and investments in available-for-sale-securities of $8,247,000, working capital of $15,576,000, a 11.6 to 1 current ratio, no long-term debt and stockholders' equity of $16,115,000, or $4.87 book value per share.
 
RFI's stock repurchase will be conducted under Rule 10b-18 of the Securities and Exchange Commission.

About RF Industries
The RF Connectors and Cable Assembly segment designs and distributes radio frequency (RF) coaxial connectors and cable assemblies used for Wi-Fi, PCS, radio, test instruments, computer networks and antenna devices. This business segment includes Aviel Electronics, which provides custom microwave and RF Connector solutions to aerospace, OEM and Government agencies, Worswick, which provides coaxial connectors and cable assemblies primarily to retail and local multi-media and communications systems customers and Bioconnect, which designs, manufactures and distributes specialized electrical cabling and interconnect products to the medical monitoring market. The RF Wireless segment includes Neulink, which designs and markets wireless digital data transmission products for industrial monitoring, wide area networks, GPS tracking and locations systems and RadioMobile, an OEM provider of End-to-End mobile wireless network solutions for public safety, emergency medical, transportation and industrial customers.

Safe Harbor Statements under the Private Securities Litigation Reform Act of 1995.
The statements contained in this release which are not historical facts may be deemed to contain forward-looking statements with respect to future events, the occurrence of which involve risks and uncertainties, including, without limitation, a decrease in the demand for the Company's products as a result of changes in the telecommunications or wireless products markets, increased competition, the effects of recently completed or future acquisitions of other businesses, and other uncertainties detailed in the Company's Securities and Exchange Commission filings. All forward-looking statements are based upon information available to the Company on the date they are published and the Company undertakes no obligation to publicly update or revise any forward- looking statements to reflect events or new information after the date of this release.
 
* * * * *
 
 
 

 
 
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