SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
March 10, 1995
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(Date of earliest event reported)
M/A-COM, INC.
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(Exact name of registrant as specified in its charter)
Massachusetts 1-4236 04-2090644
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
100 Chelmsford Street, Lowell, MA 01853-3294
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(Address of principal executive offices) (Zip Code)
(508) 442-5000
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(Registrant's telephone number, including area code)
Item 5. Other Events.
On March 10, 1995, M/A-COM, Inc. (the "Company") entered into an Agreement
and Plan of Merger, dated March 10, 1995 (the "Merger Agreement"), among AMP
Incorporated ("AMP"), AMP Merger Corp. ("Sub") and the Company. Pursuant to
the Merger Agreement, in a tax-free transaction, (i) AMP will acquire all of
the issued and outstanding shares of common stock, par value $1.00 per share,
of the Company (the "Company Common") through the conversion of each share of
Company Common into the right to receive twenty-eight one hundredths (.28) of
one share of common stock, no par value, of AMP and (ii) Sub will be merged
with and into the Company with the Company surviving as a wholly owned
subsidiary of AMP. The Merger Agreement is subject, among other things, to
regulatory approval and the approval of the Company's stockholders.
The foregoing is qualified in its entirety by reference to the Merger
Agreement, a copy of which is attached as an exhibit hereto and which is
incorporated by reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
List of Exhibits: Exhibits included as part of this report are listed on the
exhibit index on page 4.
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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 hereunto duly authorized.
Date: March 20, 1995
M/A-COM, Inc.
By: LARRY L. MIHALCHIK
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Larry L. Mihalchik
Senior Vice President,
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Description
Number
2 Agreement and Plan of Merger, dated March 10, 1995,
among AMP Incorporated, AMP Merger Corp. and M/A-COM, Inc.
20 Press Release issued March 10, 1995.
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