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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
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Date of Report (Date of Earliest Event Reported): August 1, 2003
ACTERNA CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
000-0748 04-2258582
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(Commission File Number) (I.R.S. Employer Identification No.)
12410 MILESTONE CENTER DRIVE
GERMANTOWN, MARYLAND 20876
(Address of Principal Executive Offices) (Zip Code)
(240) 404-1550
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 9. REGULATION FD DISCLOSURE.
As previously disclosed, on May 6, 2003, Acterna Corporation (the
"Company") and its domestic subsidiaries (collectively, the "Debtors") filed
voluntary petitions under chapter 11 of title 11, United States Code (the
"Bankruptcy Code") in the United States Bankruptcy Court for the Southern
District of New York (the "Court") (Case Nos. 12837 (BRL) through 12843 (BRL)).
The Company and its domestic subsidiaries remain in possession of their assets
and properties, and continue to operate their businesses and manage their
properties as debtors-in-possession pursuant to sections 1107(a) and 1108 of the
Bankruptcy Code.
On August 1, 2003, the Debtors filed their Joint Plan of
Reorganization (the "Plan") and the related Joint Disclosure Statement (the
"Disclosure Statement") with the Court. The Debtors are asking the Court to
approve the Disclosure Statement for circulation to its creditors and security
holders, to solicit votes on whether to approve the Plan. The Disclosure
Statement must be approved by the Court before it can be sent to creditors and
security holders for their consideration. A copy of the Plan and the Disclosure
Statement are attached hereto as Exhibits 99.1 and 99.2, respectively, and
incorporated by reference herein.
On August 4, 2003, the Corporation announced that it had filed its
Plan and that its Board of Directors had unanimously elected Grant Barber, the
Company's controller, to the position of Chief Financial Officer, replacing John
D. Ratliff. A copy of the press release is attached as Exhibit 99.3 and
incorporated by reference herein.
This Current Report (including the exhibits hereto) will not be
deemed an admission as to the materiality of any information required to be
disclosed solely to satisfy the requirements of Regulation FD.
Certain statements in this Current Report and the exhibits attached
hereto are forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Exchange Act. The
Company has based these forward-looking statements on its current expectations
and projections about future events. Although the Company believes that its
assumptions made in connection with the forward-looking statements are
reasonable, there can be no assurance that the Company's assumptions and
expectations will prove to have been correct. These forward-looking statements
are subject to various risks, uncertainties and assumptions, including the risk
factors described in the Company's other Securities and Exchange Commission
filings. The Company undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
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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.
Date: August 4, 2003
ACTERNA CORPORATION
By: /s/ Grant Barber
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Grant Barber
Corporate Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Debtors' Joint Plan of Reorganization.
99.2 Debtors' Disclosure Statement.
99.3 Press Release, dated August 4, 2003, entitled "Acterna Files
Plan of Reorganization and Disclosure Statement."