UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 14,2003
Commission File Number 0-13433
MILTOPE GROUP INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 11-2693062
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3800 Richardson Road South
Hope Hull, AL 36043
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(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code (334) 284-8665
Not Applicable
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Former name, former address and former fiscal year, if changed since last
report
Item 5 - Other Events and Regulation FD Disclosure
On October 14, 2003, Miltope Group, Inc. issued a press release
announcinga non-binding agreement in principle to be acquired. A copy
of Miltope Group's press release is furnished with this report as
Exhibit 99.1, and is incorporated herein by reference.
Item 7 - Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
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None
SIGNATURES
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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.
MILTOPE GROUP INC.
By: /s/ Tom B. Dake
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Tom B. Dake,
Vice President Finance and Chief
Financial Officer
(Principal Accounting Officer)
Dated: October 14, 2003
Exhibit 99.1
News Release ------------
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CONTACT:
Tom B. Dake
Vice President Finance
Miltope Group Inc.
(V) (334) 613-6358
(F) (334) 613-6591
FOR RELEASE 9:25 AM EDT, October 14, 2003
MILTOPE REACHES AGREEMENT IN PRINCIPLE TO BE ACQUIRED
MONTGOMERY, AL, October 14, 2003, Miltope Group Inc., ("Miltope"),
(NASDAQ: MILT) announced today that it has reached a non-binding oral
agreement with an unaffiliated third party concerning the possible
acquisition of Miltope. Pricing terms range from $5.25 to $5.90 per
share (the final per share price will be dependant upon the amount of
company debt at the time of execution of a definitive agreement).
Miltope shareholders would also receive fifty percent of any potential
net recovery from Miltope's lawsuit against DRS Technologies Inc. and
other parties, with Miltope retaining the remaining fifty percent. A
final agreement remains subject to, among other things, execution of
mutually agreeable definitive documentation and the approval of the
Board of Directors of Miltope. There can be no assurance that any
definitive agreement will be entered into, or if entered into, that any
such definitive agreement will be consummated.
The Board of Directors of Miltope believes that the continuing
consolidation in the defense industry will put smaller suppliers at a
competitive disadvantage. Further, the challenging defense
appropriations environment creates uncertainty for those firms having a
limited array of product offerings. The board therefore believes that
it is in the best interests of Miltope and its shareholders to seek a
strategic acquisition partner.
Miltope Group Inc., through its business segments, is engaged in the
design, development, manufacture and testing of computers and computer
peripheral equipment for military, industrial and commercial
applications where reliable operation of the equipment under demanding
environmental conditions is of paramount importance. Miltope Group,
through its ISO 9001 certified facilities, delivers a broad range of
computers, computer workstations, servers, disk cartridges, printers,
mass storage systems and other related products to defense, government
and commercial customers.
For additional information about Miltope and its products and
capabilities, please visit the company's website at www.miltope.com.
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The matters discussed in this news release that are not historical
facts are "forward looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995 and the Company
intends that such forward looking statements be subject to the safe
harbors created thereby. The Company warns that caution should be taken
in relying upon any forward looking statements contained herein, as
they involve a number of risks and uncertainties that may cause the
actual results of the Company to be materially different from any
future results expressed or implied by such forward looking statements.
Examples of such risks and uncertainties include, but are not limited
to, the ability of the Company to enter into definitive agreements for
the sale of the Company, the ability of the Company and any potential
buyer to consummate the sale of the Company, future demand for the
Company's products and services, general economic conditions, actions
of competitors, termination of contracts at the convenience of the
United States government, customer funding variations in connection
with multi-year contracts and follow-on options, and other risks and
uncertainties. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual
results may vary materially from those described herein as anticipated,
believed, estimated or expected. The Company does not undertake any
obligation to update or revise any forward looking statement made by it
or on its behalf, whether as a result of new information, future events
or otherwise.