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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):
January 31, 1994
ANALOGIC CORPORATION
Exact name of registrant as specified in its charter
Massachusetts
State or other jurisdiction of incorporation
06-6715 04-2454372
Commission File Number IRS Employer Identification
Number
8 Centennial Drive, Peabody, Massachusetts 01960
Address of principal executive offices Zip Code
Registrant's telephone number, including area code:
(508) 977-3000
N/A
Former name or former address, if changed since last report
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Item 5. Other Events.
On January 31, 1994, the Company filed a three-count third-
party complaint against Bernard Friedman, a former officer and Vice
Chairman of the Board (Mr. Friedman resigned as Vice Chairman on
July 31, 1993), alleging breach of fiduciary duty, negligent
misrepresentation and intentional misrepresentation in connection
with the terms of the Company's lease, (as well as an amendment
thereto), of the facility at 360 Audubon Road, Wakefield,
Massachusetts, from Audubon Realty Limited ("Audubon"), a limited
partnership of which Mr. Friedman is the sole general partner. The
Company alleges that Mr. Friedman, at the time both the lease and
the amendment were negotiated and at all other relevant times, was
an officer and director of the Company and thereby owed to it a
fiduciary duty. The Company further alleges that Mr. Friedman, in
specifically representing that the rent payable by the Company
would never exceed fair market rates and that he would discharge
his fiduciary duty to Analogic, and then later asserting what rent
was purportedly due under the lease, and in making claims as to
rent due, was not acting in good faith nor in the reasonable belief
that his actions were in the best interests of the Company. Mr.
Friedman, as general partner of Audubon, has claimed that the
Company failed to pay rent according to the terms of the lease. In
addition to denying the substantive allegations of Mr. Friedman's
claims, the Company has also counterclaimed against Mr. Friedman,
in his capacity as general partner, for all rents paid in excess of
fair rental value.
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Bernard M. Gordon, President and Chairman of the Board of
Directors of the Company, is a limited partner in Audubon. He has
disclaimed his right to any portion of the rent payable by the
Company which the Company deems to be in excess of said fair rental
value. Mr. Gordon has so advised the Board, indicating that he
will return to the Company any such excess sums he may receive in
the event Mr. Friedman prevails upon his claim.
While in the opinion of management, the amounts at issue in
this litigation will not have a material effect on the Company's
business, management believes that in view of his former positions
with the Company, Mr. Friedman's actions nevertheless warrant
disclosure.
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 thereunto duly authorized.
ANALOGIC CORPORATION
BY: /s/ John A. Tarello
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John A. Tarello, Sr. Vice
President and Treasurer
Date: February 17, 1994