8-K 1 doc1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): SEPTEMBER 15, 2005 ORBIT INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) DELAWARE 0-3936 11-1826363 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 80 CABOT COURT HAUPPAUGE, NEW YORK 11788 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 631-435-8300 NOT APPLICABLE -------------- (Former name or former address, if changed since last report) 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 (see General Instruction A.2. below): [ ] 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 (17CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c)) ITEM 7.01 REGULATION FD DISCLOSURE. On September 15, 2005, Orbit International Corp. ("Orbit") issued a press release that contained revenue guidance for the third and fourth quarter of 2005. Orbit's press release is hereby furnished as follows: [GRAPHIC OMITED] [GRAPHIC OMITED] FOR IMMEDIATE RELEASE ORBIT INTERNATIONAL TO PRESENT AT LI INVEST 2005 CONFERENCE Reaffirms 2005 Guidance HAUPPAUGE, N.Y., September 15, 2005 - Orbit International Corp. (NASDAQ:ORBT) announced today that its Chief Executive Officer, Dennis Sunshine and Vice President-Finance, Mitchell Binder, will present at LI INVEST 2005 Conference on Thursday, September 22, 2005 at 10:30 AM ET. The conference will take place at Melville Marriott Hotel, Melville, NY. Management's presentation will include an overview of Orbit's business, recent corporate developments and a reaffirmation of the Company's 2005 guidance. Management also added that due to the timing of receipt of certain contracts and delivery schedules, some expected revenues for the third quarter may be pushed into the fourth quarter. However, the Company's 2005 guidance remains unaffected. As reported on August 4, 2005, Orbit raised its 2005 guidance for EBITDA to between $3,200,000 and $3,500,000. Management also expects that 2005 sales, net income and diluted earnings per share will be close to or slightly in excess of $23.8 million, $2,750,000, and $.67 per diluted share, respectively, which represents the high end of the Company's earlier forecast. Investors will be able to access the presentation live over the Internet via the Investor Relations section of the Company's website at www.orbitintl.com or via ----------------- the weblink at http://www.corporate-ir.net/ireye/confLobby.zhtml?ticker=ORBT&item_id=1132609. Following the live webcast, a replay of the presentation will be available for 90 days. LI Invest 2005 is the second annual investor conference by LI Invest, a not-for-profit organization with a mission to promote economic development on Long Island. Orbit International Corp. is involved in the manufacture of customized electronic components and subsystems for military and nonmilitary government applications through its production facilities in Hauppauge, New York and Quakertown, Pennsylvania. Its Behlman Electronics, Inc. subsidiary manufactures and sells high quality commercial power units, AC power sources, frequency converters, uninterruptible power supplies and associated analytical equipment. The Behlman military division designs, manufactures and sells power units and electronic products for measurement and display. (more) Orbit International News Release Page 2 September 15, 2005 This press release contains forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding that some expected revenues for the third quarter may be pushed into the fourth quarter and reaffirming guidance for 2005. These forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause the actual future results of the Company to be materially different from such forward looking statements. Factors that might result in such differences include, without limitation, current economic conditions and military conflicts, variable market conditions, changing needs of the defense sector and the Company's customers and integration of the new Tulip acquisition. The forward-looking statements contained in this press release speak only as of the date hereof. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in the Company's reports and registration statements filed with the Securities and Exchange Commission. CONTACT or Investor Relations Counsel Mitchell Binder Linda Latman, 212-836-9609 Vice President-Finance Andreas Marathovouniotis 212-836-9611 631-435-8300 The Equity Group Inc. www.orbitintl.com www.theequitygroup.com SIGNATURE 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. Dated: September 15, 2005 Orbit International Corp. By: /s/ Dennis Sunshine --------------------- Dennis Sunshine Chief Executive Officer and President