-----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, QJ+dkugs/OwlwPgQ520QkG1t+dx6yEHdCr8Z0mH+0va1QNzFb2JneKDPjSj0WlVU ItkloZE0Kn+bb7zee2lRUg== 0000893220-05-002099.txt : 20050907 0000893220-05-002099.hdr.sgml : 20050907 20050907152611 ACCESSION NUMBER: 0000893220-05-002099 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050831 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050907 DATE AS OF CHANGE: 20050907 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORBIT FR INC CENTRAL INDEX KEY: 0001037115 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 232874370 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22583 FILM NUMBER: 051072697 BUSINESS ADDRESS: STREET 1: 506 PRUDENTIAL RD CITY: HORSHAM STATE: PA ZIP: 19044 BUSINESS PHONE: 2156745100 MAIL ADDRESS: STREET 1: 506 PRUDENTIAL RD CITY: HORSHAM STATE: PA ZIP: 19044 8-K 1 w12587e8vk.txt ORBIT/FR, INC. ================================================================================ 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): AUGUST 31, 2005 ORBIT/FR, INC. (Exact Name of Issuer as Specified in Charter)
DELAWARE 0-22583 23-2874370 (State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Identification Incorporation or Organization) Number)
506 PRUDENTIAL ROAD, HORSHAM, PENNSYLVANIA 19044 (Address of Principal Executive Offices) (Zip Code) (215) 674-5100 (Registrant's Telephone Number, Including Area Code) (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K 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 [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act ================================================================================ ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On September 6, 2005, Orbit/FR, Inc. (the "Company") announced that it had entered into a Consent Agreement with the Office of Defense Trade Controls Compliance, Directorate of Defense Trade Control of the United States Department of State (the "Department") providing for the termination of the statutory disbarment which had prohibited the Company's direct or indirect participation in exports subject to the Arms Export Control Act (22 U.S.C. 27789E)) (the "Act") and the Act's implementing regulations, the International Traffic in Arms Regulations (22 CFR Parts 120-130) ("ITAR") resulting from the Company's March 2000 conviction for violations of the Act, and the settlement of all civil changes, penalties and sanctions relating to those violations. The Company was notified on August 31, 2005 of the Department's execution of the Consent Agreement, the terms of which became effective as of August 29, 2005. A copy of the press release announcing the Consent Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Pursuant to the Consent Agreement, the Company agreed to pay a penalty in the amount of $100,000 payable in the three equal annual installments. The Company also agreed to pay an additional penalty of $200,000 to cover the costs to be incurred by the Company and its affiliates over the next three years for the implementation of certain measures enumerated in the Consent Agreement relating to future compliance with the Act and ITAR. An additional $200,000 penalty was assessed against the Company but suspended subject to the compliance of the Company and its affiliates with the foregoing foreign export restrictions. The Company agreed that, for a period of six years, the Company's foreign subsidiaries will not make any new exports of any foreign defense articles (as defined in ITAR) or furnish any foreign defense service to any country subject to Part 126 of ITAR without the written consent of the Assistant Secretary of State for Political-Military Affairs. The Company's foreign affiliates agreed to comply with similar export restrictions for a period of three years. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS EXHIBIT NO. DESCRIPTION - ----------- --------------------------------------------------------------- 99.1 Press Release of Orbit/FR, Inc. issued September 6, 2005 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. ORBIT/FR, INC. Date: September 7, 2005 By: /s/ Israel Adan ---------------------------- Name: Israel Adan Title: President and Chief Executive Officer EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ------------------------------------------------------------- 99.1 Press Release of Orbit/FR, Inc. issued September 6, 2005 EX-99.1 2 w12587exv99w1.txt PRESS RELEASE OF ORBIT/FR, INC. ISSUED SEPTEMBER 6, 2005 NEWS CONTACT: Sharon Baumeister FOR IMMEDIATE RELEASE Investor Relations ORBIT/FR, Inc. (215) 674-5100 sharonb@orbitfr.com ------------------- ORBIT/FR HAS REACHED A FINAL SETTLEMENT WITH THE STATE DEPARTMENT TERMINATING THE COMPANY'S ITAR EXPORT DEBARMENT HORSHAM, PA, September 6, 2005-- ORBIT/FR, Inc., a leader in microwave antenna testing and measurement systems, announced today that it has reached a final settlement with the Office of Defense Trade Controls Compliance, Directorate of Defense Trade Control (DDTC) of the United States Department of State, terminating as of August 29, 2005 the statutory debarment that prohibited the Company's direct or indirect participation in exports subject to the International Traffic in Arms Regulations (ITAR). Accordingly, under the terms of the Consent Agreement DDTC will resume the normal processing of license applications involving the Company. On November 10, 1999, license applications involving the Company for the export of ITAR-controlled defense articles or defense services became subject to a policy of denial by reason of the Company's conviction of violations of the Arms Export Control Act. The Company announced today that it has entered into a Consent Agreement with DDTC regarding all civil charges, penalties and sanctions arising out of these export violations. The Company has agreed to pay a penalty in the amount of $100,000, payable in three annual installments. An additional penalty in the amount of $200,000 has been assessed to cover the costs to be incurred by the Company and its affiliates during the next three years to implement compliance measures mandated by the Consent Agreement. Under the terms of the Consent Agreement, an additional penalty of $200,000 has been assessed, but is suspended on condition that the Company and its affiliates comply with the foregoing foreign export restrictions. The Company further agreed that, for a period of six years, its foreign subsidiaries will not export any non-US defense article or furnish any non-US defense service to any country identified in ITAR Part 126 without the consent of the Assistant Secretary of State for Political-Military Affairs. The Company's foreign affiliates have agreed to comply with a similar restriction for a period of three years. "We are very pleased with the full reinstatement of the Company's ITAR export privileges and the final and complete settlement of all charges related to its export violations" stated Israel Adan, the Company's President and CEO. He further stated that "the Company has already instituted export compliance measures and will continue to implement all the remedial and control measures contemplated by the Consent Agreement." Except for historical information, the matters discussed in this news release may be considered "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. Such statements include declarations regarding the current intent, belief or expectations of the Company and its management. Prospective investors are cautioned that any such forward-looking statements, including those regarding the Company's ability to fully comply with the terms of the Consent Agreement and the ultimate avoidance of payment of suspended penalties, as well as its ability to obtain export licenses and any future revenues and profitability, involve a number of risks and uncertainties that could materially affect actual results. Such risks and uncertainties are identified in the Company's reports and registration statements filed with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2004 and Forms 10-Q. This press release, and all SEC filings are available at www.orbitfr.com -----END PRIVACY-ENHANCED MESSAGE-----