-----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, QbSEfvVPuVzJ42KhhCbTV/XMouVIuQwV8AbZlsciEjfVsx7FpFnCmFJZ0IT5HQrt eiDCUUsJjgIKd5TZ3dCGCg== 0000912057-99-009998.txt : 19991221 0000912057-99-009998.hdr.sgml : 19991221 ACCESSION NUMBER: 0000912057-99-009998 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991216 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991220 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: 99777616 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 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): December 16, 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 December 16, 1999, Vertex Communications Corporation (the "Company") and TriPoint Global Communications Inc., a Delaware corporation ("TriPoint"), jointly announced that the expiration of the tender offer by Signal Acquisition Corporation, a Texas corporation ("Signal") and a wholly-owned subsidiary of TriPoint, has been extended to January 14, 2000. On December 17, 1999, the Company announced that the Annual Meeting of Shareholders previously scheduled for Thursday, January 27, 2000, is postponed until Friday, February 25, 2000. A copy of the press release announcing the extension of the tender offer is incorporated herein by reference and attached hereto as Exhibit 99.1. A copy of the press release announcing the postponement of the Company's Annual Meeting of Shareholders 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 December 16, 1999 issued by the Company and TriPoint. 99.2 Press Release, dated December 17, 1999 issued by the Company. 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: December 17, 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 December 16, 1999 issued by the Company and TriPoint. 99.2 Press Release, dated December 17, 1999 issued by the Company. EX-99.1 2 EXHIBIT 99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE TriPoint Global Communications Inc. and Vertex Communications Corporation Announce Extension of Tender Offer to January 14, 2000 Gastonia, NC, and Kilgore, TX (December 16, 1999)--As previously announced, TriPoint Global Communications Inc. has received a request for additional information and documents from the Antitrust Division of the Department of Justice relating to its tender offer for all outstanding shares of Vertex Communications Corporation (NYSE--VTX) at $22 per share. In addition, Vertex received a civil investigative demand from the Antitrust Division seeking similar information and documents. TriPoint and Vertex are cooperating fully with the Antitrust Division in responding to these requests. The second request has the effect of extending the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act until 10 calendar days after compliance with the request. Because the waiting period has not expired and will not expire today, the scheduled expiration date of the offer, TriPoint and Vertex have agreed to extend the offer until 5:00 p.m., New York City time, on January 14, 2000. TriPoint has been informed that the Committee on Foreign Investment in the United States ("CFIUS") has completed its review process and determined that there are no issues of national security sufficient to warrant an investigation under the Exon-Florio Act. The depositary for the tender offer, First Union National Bank, has advised TriPoint that 4,978,232 Vertex shares had been tendered and not withdrawn as of the close of business on Thursday, December 16, 1999. For more information call: E. Scott Wood TriPoint Global Communications Inc. at 770/689-2059 J. Rex Vardeman, President and Chief Executive Officer or James D. Carter, Chief Financial Officer Vertex Communications Corporation at 903/984-0555 Vertex Communications Corporation 2600 N. Longview Street Kilgore, Texas 75662-6842 903/984-0555 EX-99.2 3 EXHIBIT 99.2 Exhibit 99.2 (LOGO) Vertex Communications Corporation 2600 N. Longview Street Kilgore, Texas 75662-6842 903/984-0555 NEWS RELEASE VERTEX COMMUNICATIONS CORPORATION POSTPONES ANNUAL SHAREHOLDERS' MEETING 17 December 1999, Kilgore, Texas - Vertex Communications Corporation (NYSE-VTX) announced today that its Board of Directors has postponed the Annual Shareholders' Meeting originally scheduled for Thursday, January 27, 2000. The meeting is currently scheduled for Friday, February 25, 2000, and the record date for shareholders will be January 7, 2000. The time and location for the meeting will be announced at a later date. As previously announced, Vertex Communications Corporation and TriPoint Global Communications Inc. entered into a definitive agreement under which TriPoint commenced a tender offer to purchase all of the outstanding shares of Common Stock of Vertex for $22.00 per share. The tender offer was originally scheduled to expire on December 16, 1999. However, Vertex and TriPoint have agreed to extend the offer until 5:00 p.m., New York City time, on January 14, 2000 in order to respond to an additional document request by the Antitrust Division of the Department of Justice relating to the offer. The Company has decided to postpone the Annual Shareholders' Meeting pending the expiration of the extended tender offer period. FOR MORE INFORMATION CALL: J. REX VARDEMAN, PRESIDENT AND CEO OR JAMES D. CARTER, CHIEF FINANCIAL OFFICER VERTEX COMMUNICATIONS CORPORATION AT 903/984-0555 -----END PRIVACY-ENHANCED MESSAGE-----