-----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, IcC3e8fDnLtIVXVnRkoC0KbOdV3blwyrUu0cu81F9UVOLM1dVCN80AxtbZjiqVDs /tbJ/G7hkESiQn474cNWHQ== 0000891618-01-502020.txt : 20020410 0000891618-01-502020.hdr.sgml : 20020410 ACCESSION NUMBER: 0000891618-01-502020 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011108 ITEM INFORMATION: Bankruptcy or receivership ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CEI SYSTEMS INC CENTRAL INDEX KEY: 0001086557 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-78901 FILM NUMBER: 1779113 BUSINESS ADDRESS: STREET 1: 2133 SAMARATIN DRIVE CITY: SAN JOSE STATE: CA ZIP: 95124 BUSINESS PHONE: 4083719580 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONDOR SYSTEMS INC CENTRAL INDEX KEY: 0000779033 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-78901-01 FILM NUMBER: 1779114 BUSINESS ADDRESS: STREET 1: 2133 SAMARITAN DRIVE CITY: SAN JOSE STATE: CA ZIP: 95124 BUSINESS PHONE: 4083719580 MAIL ADDRESS: STREET 1: 2133 SAMARITAN DRIVE CITY: SAN JOSE STATE: CA ZIP: 95124 8-K 1 f76974e8-k.htm FORM 8-K Condor Systems 8-K (8-8-01)
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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 8,2001
779033
(Commission File Number)

Condor Systems, Inc.

(Exact name of co-registrant as specified in its charter)
     
California   94-2623793
(State or other jurisdiction of
incorporation)		   (I.R.S. Employer Identification No.)

CEI Systems, Inc.

(Exact name of co-registrant as specified in its charter)
     
Delaware
  
77-0466448
(State or other jurisdiction of
incorporation)
  
(I.R.S. Employer Identification No.)

18705 Madrone Parkway
Morgan Hill, CA 95037
(Address of principal executive offices, with zip code)

(408) 201-8000
(Co-Registrant’s telephone number, including area code)

2133 Samaritan Drive
San Jose, California 95124
(Former name or former address, if changed since last report)

 

Item 3. Bankruptcy or Receivership.
Item 7. Exhibits
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

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Item 3. Bankruptcy or Receivership.

On November 8, 2001, Condor Systems, Inc., a California corporation, and its wholly owned subsidiary, CEI Systems, Inc., a Delaware corporation (jointly “the Company”) filed a voluntary petition for reorganization under chapter 11 (“Chapter 11”) of the United States Bankruptcy Code (“The Bankruptcy Code”) in the US Bankruptcy Court for the Northern District of California, San Jose Division.

At the time of filing the Company had not paid the approximately $6,000,000 of interest due on November 1, 2001 on its publicly traded $100 Million of 11 7/8% Series B Senior Subordinated Notes due 2009. These notes are general, unsecured obligations of the Company.

In addition, the Company is in non-compliance with several of the financial ratio covenants included in its $50,000,000 Senior Secured Credit Facility as was reported by the Company in the Company’s second quarter Form10-Q. The Company had obtained formal waivers from the lenders as reported in forms 8-K through September 30, 2001. Since that time the Company has remained in non-compliance and the lenders have not exercised any contractual rights or taken action against the Company. The Company has secured debtor-in-possession financing in the amount of $10,000,000 from the lenders of the $50,000,000 Senior Secured Facility to provide liquidity during reorganization under Chapter 11.

As a result of the Chapter 11 filing, the existing officers and directors of the Company will continue to manage the business of the Company as a debtor-in-possession subject to Bankruptcy Court approval for certain actions of the Company. The Company’s daily operations will continue in accordance with its customary practice during the pendency of the chapter 11 proceedings.

The press release, which is filed as Exhibit 99.1 to the Form 8-K which is hereby incorporated by reference contains a more complete description of the event.

Item 7. Exhibits

     
Exhibit 99.1   - -Press release dated November 8, 2001 announcing the Chapter 11 filings.

 

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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.

     
  CONDOR SYSTEMS, INC.
 
Date: November 8, 2001 By: /s/ Fred Bassett
   
Name: Fred Bassett
Title: Chief Financial Officer

 

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EXHIBIT INDEX

     
Exhibit 99.1   - -Press release dated November 8, 2001 announcing the Chapter 11 filings.

  EX-99.1 3 f76974ex99-1.txt EXHIBIT 99.1 [CONDOR SYSTEMS LETTERHEAD] CONTACT: SAM SINGER PHONE: 415-227-9700 CONDOR SYSTEMS FILES FOR CHAPTER 11 Electronic intelligence firm expects to emerge from restructuring 11 on solid footing MORGAN HILL, CALIF. -- NOV. 8, 2001 -- Condor Systems, Inc., a leading supplier of electronic intelligence equipment to the military, today filed for Chapter 11 restructuring. Senior executives say the company expects to complete its restructuring plan by mid-2002 much better positioned to meet marketplace demands. "We believe this restructuring will allow us to greatly improve our capital structure and that's good news," said Condor's President and CEO Kent Hutchinson at an employee meeting earlier today. "We have very good technology, we have very good people, and we have very good customers. What we've been lacking is a good balance sheet. This plan fixes that." Hutchinson said the company, which recently moved into a new 160,000 square-foot campus in Morgan Hill, Calif., will continue to operate as usual, providing electronic components for its defense industry customers including the Department of Defense, U.S. armed forces, and allied nations. Hutchinson said Condor expanded too quickly over the last three years in anticipation of growth that did not materialize. The heavy debt load from that expansion, combined with a slowing marketplace, forced the company's restructuring. The company, with annual revenues of around $100 million and about 450 employees located here and in Simi Valley, said it will make its delivery deadlines and meet all of its current and future contract obligations without interruption. Condor Systems, founded in 1974, is a privately held defense electronics firm and a world leader in the areas of signal intelligence and electronics warfare systems and products. ### -----END PRIVACY-ENHANCED MESSAGE-----