-----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, Qyx7kMpqRyz9oYd5Wrwsevn5YK0l0fCorG6tA/FtTwgR6EzRB5MAJ2AKv1sbvp1K 7pvTKGN8UUCHRKtd9zoq6Q== 0000891092-01-500628.txt : 20010917 0000891092-01-500628.hdr.sgml : 20010917 ACCESSION NUMBER: 0000891092-01-500628 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010831 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20010914 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANAREN MICROWAVE INC CENTRAL INDEX KEY: 0000006314 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 160928561 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-06620 FILM NUMBER: 1737228 BUSINESS ADDRESS: STREET 1: 6635 KIRKVILLE RD CITY: EAST SYRACUSE STATE: NY ZIP: 13057 BUSINESS PHONE: 3154328909 MAIL ADDRESS: STREET 1: 6635 KIRKVILLE ROAD CITY: EAST SYRACUSE STATE: NY ZIP: 13057 FORMER COMPANY: FORMER CONFORMED NAME: MICRONETICS INC DATE OF NAME CHANGE: 19721103 8-K 1 file001.txt FORM 8-K 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, 2001 ANAREN MICROWAVE, INC. ------------------------------- (Exact name of registrant as specified in its charter) New York 0-6620 16-0928561 -------------- ----------- ------------ (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) Identification No.) 6635 Kirkville Road, East Syracuse, New York 13057 ----------------------------------------------------- ------- (Address of Principal Executive Offices) (Zip code) _____________________________________________________________ (Former Name or Former Address, if Changed Since Last Report) Page 1 of 3 Item 5. Other Events. On September 4, 2001, Anaren Microwave, Inc. (the "Company") issued a press release announcing its acquisition of all of the outstanding capital stock of Amitron, Inc., a privately-held North Andover, Massachusetts-based manufacturer of precision thick film ceramic components and circuits for the medical, telecommunications, and defense electronics markets. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. Exhibit No. Description ---------- ----------- 99.1 Press Release, dated September 4, 2001, of the Company Page 2 of 3 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. ANAREN MICROWAVE, INC. Dated: September 11, 2001 By: /s/ David M. Ferrara ------------------------- Name: David M. Ferrara Title: General Counsel and Secretary Page 3 of 3 EX-99.1 3 file002.txt PRESS RELEASE Exhibit 99.1 September 4, 2001 CONTACT: Lawrence A. Sala, President/CEO Joseph E. Porcello, VP of Finance 315-432-8909 ANAREN ACQUIRES AMITRON, INC. Anaren Microwave, Inc. today announced that it has acquired all of the outstanding capital stock of Amitron, Inc., a privately held North Andover, Massachusetts based company. Amitron is a leading manufacturer of precision thick film ceramic components and circuits for the medical, telecommunications, and defense electronics markets. In calendar year 2000, Amitron had net sales totaling $8.9 million and approximately 80 employees. "The combination of Amitron's precision thick film ceramic processing technology and Anaren's microwave design expertise position us well to pursue high frequency opportunities in the wireless and optical transmission markets. In addition, this acquisition broadens our component product lines and addressable markets and provides a platform for the development of Low Temperature Co-Fired Ceramic (LTCC) technology," said Lawrence A. Sala, Anaren President and CEO. This acquisition will be accounted for as a purchase transaction. Statements contained in this news release which are not historical information are "Forward-looking" statements pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties that could cause actual results to differ materially from those discussed. Specifically, the continued decline in the general economy, and particularly the current unfavorable wireless market conditions could result in a further decrease in demand, order cancellations and increased pricing pressure from our OEM customers. You are encouraged to review Anaren's Annual Report and Anaren's Form 10-K and 10-Q Reports and exhibits to those Reports filed with the Securities and Exchange Commission to learn more about these and other risks and uncertainties, and their potential impact. Anaren designs, manufactures and sells complex microwave signal distribution networks and components for the wireless communications, satellite communications and defense electronics markets. -----END PRIVACY-ENHANCED MESSAGE-----