-----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, SCTeVnB91UQRMWj2qUuCK3WWqbODT9nCTY5/UV8qu9k0VrgoZbxOoiPKbTT3MInw e2D0bQg87HW4SBXiHNLShg== 0000912057-99-006416.txt : 19991117 0000912057-99-006416.hdr.sgml : 19991117 ACCESSION NUMBER: 0000912057-99-006416 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991111 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VERTEX COMMUNICATIONS CORP /TX/ CENTRAL INDEX KEY: 0000780416 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 751982974 STATE OF INCORPORATION: TX FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-14899 FILM NUMBER: 99758499 BUSINESS ADDRESS: STREET 1: 2600 N LONGVIEW ST STREET 2: PO BOX 1277 CITY: KILGORE STATE: TX ZIP: 75662 BUSINESS PHONE: 9039840555 8-K 1 FORM 8-K =============================================================================== 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 11, 1999 VERTEX COMMUNICATIONS CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) TEXAS 0-15277 75-1982974 (STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.) 2600 NORTH LONGVIEW STREET, KILGORE, TEXAS 75662 (ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES) Registrant's telephone number, including area code: (903) 984-0555 NOT APPLICABLE (Former Name or Former Address, if Changed Since Last Report) =============================================================================== VERTEX COMMUNICATIONS CORPORATION FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 =============================================================================== ITEM 1. CHANGES IN CONTROL OF REGISTRANT. Not applicable. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. Not applicable. ITEM 3. BANKRUPTCY OR RECEIVERSHIP. Not applicable. ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. Not applicable. ITEM 5. OTHER EVENTS. On November 12, 1999, Vertex Communications Corporation, a Texas corporation (the "Company") and Tripoint Global Communications, Inc. ("Tripoint"), announced that they have entered into a definitive Agreement and Plan of Merger dated as of November 11, 1999 (the "Merger Agreement") providing for the acquisition of the Company by Tripoint. The Merger Agreement contemplates that a wholly-owned subsidiary of Tripoint ("Sub") will commence a tender offer for all outstanding shares of Common Stock of the Company for $22.00 per share. Tripoint expects to commence the tender offer on November 18, 1999, and the offer will remain open for a minimum of 20 business days. Following the consummation of the tender offer, Sub will be merged into the Company and any shares not purchased in the tender offer (other than those held by dissenting shareholders or by the Company, Tripoint, or any subsidiary of the Company or Tripoint) will be converted into the right to receive $22.00 per share. Consummation of the tender offer and the merger is subject to a number of conditions, as provided in the Merger Agreement. A copy of the press release announcing the acquisition is incorporated herein by reference and attached hereto as Exhibit 99.1. On November 16, 1999, the Company also announced its financial results for the fiscal year ended September 30, 1999. Additional information regarding the Company's fiscal 1999 financial results is included in the Company's press release dated November 16, 1999, which is incorporated herein by reference and attached hereto as Exhibit 99.2. ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS. Not applicable. 1 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits ITEM EXHIBIT ---- ------- 99.1 Press Release, dated November 12, 1999. 99.2 Press Release, dated November 16, 1999. ITEM 8. CHANGE IN FISCAL YEAR. Not applicable. ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S. Not applicable. 2 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 thereunto duly authorized. VERTEX COMMUNICATIONS CORPORATION Date: November 16, 1999 By:/s/ James D. Carter ---------------------------------------------- James D. Carter Vice President and Chief Financial Officer 3 INDEX TO EXHIBITS ITEM NUMBER EXHIBIT -------- ------- 99.1 Press Release, dated November 12, 1999 99.2 Press Release, dated November 16, 1999 EX-99.1 2 EXHIBIT 99.1 [LOGO] Vertex Communications Corporation 2600 N. Longview Street Kilgore, TX 75662-6842 903/984-0555 NEWS RELEASE TRIPOINT GLOBAL COMMUNICATIONS, INC. TO ACQUIRE VERTEX COMMUNICATIONS CORPORATION FOR $22.00 PER SHARE OR $118,686,000 Gastonia, NC, and Kilgore, TX (November 12, 1999)--TriPoint Global Communications, Inc., a leading supplier of satellite and wireless communications products and services, and Vertex Communications Corporation (NYSE-VTX), a leader in the design and manufacture of satellite communications earth station products, today announced that they have entered into a definitive agreement under which TriPoint Global Communications, Inc. will acquire Vertex Communications Corporation for $22.00 per share, for an aggregate consideration of $118,686,000. Pursuant to the agreement, TriPoint Global Communications, Inc. will begin a tender offer for all outstanding shares of Vertex Communications Corporation for $22.00 per share. TriPoint Global Communications, Inc. expects to commence the offer on November 18, 1999. The offer will remain open for a minimum of 20 business days. Any shares not purchased in the offer will be acquired for the same price in cash in a second step merger. Vertex will pay a termination fee if the merger agreement is terminated under circumstances specified in the agreement. In addition, certain members of the management and board of directors of Vertex have entered into a shareholder agreement in which they have agreed to tender their shares into the offer and to vote in favor of the merger. The merger agreement and the shareholder agreement have been approved by the boards of directors of TriPoint Global Communications, Inc. and Vertex Communications Corporation. The offer and the merger are conditioned upon, among other things, clearance under the Hart-Scott-Rodino Antitrust Improvements Act and the Exon-Florio Act. Assuming the required regulatory approvals and clearances are received, it is anticipated that the acquisition of Vertex Communications Corporation will be completed in December of 1999. TriPoint Global Communications, Inc. (www.tripointglobal.com) comprises three groups--RSI, Prodelin, and CSA Wireless Communications. The company is a leading global supplier of satellite and wireless communications products and services. Vertex Communications Corporation (www.vertexcomm.com) is a leader in the design and manufacture of satellite communications earth station products for worldwide commercial and government use, offering full service from engineering and design to standard products, turnkey installations and site service and maintenance around the world. --more-- FOR MORE INFORMATION CALL: E. SCOTT WOOD TRIPOINT GLOBAL COMMUNICATIONS, INC. AT 770/689-2059 J. REX VARDEMAN, PRESIDENT AND CEO OR JAMES D. CARTER, CHIEF FINANCIAL OFFICER VERTEX COMMUNICATIONS CORPORATION AT 903/984-0555 #### EX-99.2 3 EXHIBIT 99.2 11/15/99 1:54 PM [LOGO] Vertex Communications Corporation 2600 N. Longview Street Kilgore, Texas 75662-6842 903/984-0555 NEWS RELEASE VERTEX COMMUNICATIONS CORPORATION REPORTS 1999 FISCAL YEAR END RESULTS November 16, 1999, Kilgore, Texas - Vertex Communications Corporation (NYSE - VTEX), a leader in the design and manufacture of satellite communications earth station products for commercial and governmental use, has reported results for the year ended September 30, 1999. Revenues for the year were $116,936,000, a 10 percent decrease from the $130,017,000 reported for the prior year. Net loss reported for the year was $(6,721,000), compared to net income of $10,086,000 reported a year earlier. Fiscal 1999 basic and diluted loss per share were both $(1.32) as compared to last year's earnings per share of $1.98 for basic and $1.90 for diluted. For the fourth quarter, revenues decreased 11 percent to $28,442,000, as compared to the $32,135,000 reported for the comparable quarter of 1998. Net loss was $(1,311,000), as compared to the $2,679,000 net income reported for the 1998 fourth quarter. The fiscal 1999 fourth quarter's basic and diluted loss per share were $(.26), compared to $.53 basic and $.51 diluted earnings per share recorded in the comparable quarter of fiscal 1998. New orders for fiscal 1999 were $132,556,000--basically flat when compared to the $132,338,000 booked in fiscal 1998. The backlog of unfilled orders was $89,589,000 on September 30, 1999, a 21 percent increase, compared to $73,971,000 one year earlier. Rex Vardeman, Chairman and Chief Executive Officer, said, "Market conditions have continued to force our profit margins down as we strive to maintain our market position. We are encouraged by the healthy increase in orders backlog and improving margins in that backlog. We continue with consistent levels of engineering development and believe that the new Ka- and Ku-band products will give added emphasis to a returning product market." This release, other than historical information, includes forward-looking statements with respect to achieving corporate objectives, the effect of future trends in the earth station satellite communications equipment industry, and certain other matters. These statements are made under -- more -- the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 and involve risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements, including, but not limited to, the following: the difficulties and uncertainties in successfully developing and introducing new products, rapid and unexpected technological changes, market demand and acceptance of products, the impact of changing global economic conditions, fluctuation in foreign currency exchange rates and capital expenditures of certain foreign countries in Southeast Asia, particularly Malaysia, Indonesia, and Thailand, and Eastern Europe, particularly Russia, business conditions in the satellite communications industry, manufacturing efficiencies, rising costs and availability of components and the impact of market peers and their products, as well as other risks identified in the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other Securities and Exchange Commission filings. These filings can be obtained by contacting Vertex investor relations. Vertex Communications Corporation is a leader in the design and manufacture of satellite communications earth station products for worldwide commercial and government use, offering full service from engineering and design to standard products, turnkey installations and site service and maintenance around the world. FOR MORE INFORMATION CALL: J. REX VARDEMAN, PRESIDENT AND CEO OR JAMES D. CARTER, CHIEF FINANCIAL OFFICER AT 903/984-0555 #### -----END PRIVACY-ENHANCED MESSAGE-----