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): February 29, 2000 ANAREN MICROWAVE, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) New York 0-6620 16-0928561 - --------------- ------------------------ ------------------- (State or Other (Commission File Number) (I.R.S. Employer Jurisdiction of Identification No.) Incorporation) 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) Item 2. Acquisition or Disposition of Assets On February 29, 2000, Anaren Microwave, Inc. (the "Company") acquired all of the issued and outstanding capital stock of RF Power Components, Inc. ("RF Power") from its shareholders, Messrs. Thomas J. Passaro, Jr. and Thomas J. Dowling. RF Power, based in Long Island, New York, designs, manufactures and sells power resistors, terminations and attenuators used primarily in the wireless communications market. Consideration paid by the Company for the stock of RF Power was comprised of $7.5 million in cash and 23,517 shares of common stock of the Company. The amount of consideration paid by the Company was determined through negotiations among the parties, based primarily on RF Power's assets, revenues and growth rate. The Company used its cash at hand to fund the cash component of the consideration. The press release, dated March 2, 2000, of the Company concerning this transaction is filed as Exhibit 99.1 to this Current Report on Form 8-K. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. Exhibit No. Description ----------- ----------- 99.1 Press Release, dated March 2, 2000, of the Company SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ANAREN MICROWAVE, INC. By: /s/ David M. Ferrara ------------------------------------ Name: David M. Ferrara Title: General Counsel and Secretary