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: April 30, 1998
Massachusetts
----------------------------------------------
(State or Other Jurisdiction of Incorporation)
0-8588 04-2295040
---------------------- -----------------------------------
(Commission File Number) (I.R.S. Employer Identification No.)
100 Domino Drive, Concord, Massachusetts 01742
---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
|
TABLE OF CONTENTS
FORM 8-K
April 30, 1998
Item Page ---- ---- Item 5. Other Events 1 Signature 3 Exhibits E-1 |
Item 5. Other Events
On April 30, 1998 the Board of Directors (the "Board") of Technical Communications Corporation ("TCC" or the "Company") amended the By-Laws of the Company to increase the percentage in interest of the Company's capital stock required to call a special meeting of the stockholders from 10% to 40%.
Also on April 30, 1998 the Board voted to subject the Company to the
provisions of Section 50A of Chapter 156B of the Massachusetts General
Laws ("Section 50A"). Section 50A requires all Massachusetts
corporations that have voting stock registered under the Securities
Exchange Act of 1934, and which have not opted-out of the coverage of
Section 50A, or have opted-out but have subsequently opted-in, to
created a staggered board of directors consisting of three classes of
directors as nearly equal in size as possible. Additionally,
corporations subject to Section 50A may increase the size of the board
of directors and fill any vacancies on the board of directors,
regardless of how such vacancies may arise. In the event of a conflict
between Section 50A and either the Articles of Organization or By-Laws
of the corporation subject to Section 50A, the provisions of Section
50A shall control.
The Board elected three new outside directors at the April 30, 1998 meeting, Messrs. Mitchell B. Briskin, Donald Lake and Thomas E. Peoples. Following 50A, TCC has organized its Board of Directors including the new outside Board members - into three classes, the terms of the first class of directors (comprised of Messrs. Briskin and Philip Phalon) to continue until the 1998 annual meeting, the terms of the second class of directors (comprised of Messrs. Herbert Lerner, Arnold McCalmont and Robert Lessard) to continue until the 1999 annual meeting, and the terms of the third class of directors (comprised of Messrs. Lake, Peoples and Carl Guild) to continue until the 2000 annual meeting.
The Company does not believe either of the above-mentioned Board actions will result in a material liability or asset impairment to the Company or otherwise have any material effect on the financial position or results of operations of the Company.
SIGNATURE
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.
Technical Communications Corporation
Dated: April 30, 1998 By:/s/ Carl H. Guild, Jr.
------------------
Carl H. Guild, Jr.
Chief Executive Officer
|
EXHIBIT INDEX
Exhibit
No. Title
------- ------
3(II) By-laws
99 Press Release
|
Exhibit 3(II)
AMENDED AND RESTATED BY-LAWS OF
TECHNICAL COMMUNICATIONS CORPORATION
ARTICLE I - Stockholders
1. Annual Meeting. The annual meeting of stockholders shall be held on the second Monday in February in each year after 1969, (or if a legal holiday, in the place where the meeting is to be held, on the next succeeding full business day) at the principal office of the Corporation in Massachusetts at 10:00 A.M. unless a different hour or place within the United States is fixed by the Board of Directors or the President. The purposes for which the annual meeting is to be held, in addition to those prescribed by law, by the Articles of Organization or by these By-laws, may be specified by the Board of Directors or the President. If no annual meeting has been held on the date fixed above, a special meeting in lieu thereof may be held with all the force and effect of an annual meeting.
2. Special Meetings. Special meetings of the stockholders may be called by the President, Chairman of the Board or by vote of the Board of Directors. Special meetings shall be called by the Clerk, or in case of the death, absence, incapacity or refusal of the Clerk, by any other officer, upon written application of one or more stockholders who hold at least forty percent in interest of the capital stock entitled to vote at such meeting. The call for the meeting may be oral or written and shall state the place, date, hour and purpose of the meeting.
3. Notice of Meetings. A written notice of the place, date and hour of all meetings of stockholders stating the purposes of the meeting shall be given by the Clerk or an Assistant Clerk (or other person authorized by these By-laws or By-law) at least seven days before the meeting to each stockholder entitled to vote thereat and to each stockholder who, under the Articles of Organization or under these By-laws, is entitled to such notice, by leaving such notice with him or at his residence or usual place of business, or by mailing it, postage prepaid, and addressed to such stockbroker at his address as it appears in the records of the Corporation. Notice need not be given to a stockholder if a written waiver of notice, executed before or after the meeting by such stockholder or his attorney thereunto authorized, is filed with the records of the meeting.
4. Quorum. The holders of a majority in interest of all stock issued, outstanding and entitled to vote at a meeting shall constitute a quorum, but if a quorum is not present, a lesser number may adjourn the meeting from time to time and the meeting may be held as adjourned without further notice.
5. Voting and Proxies. Stockholders shall have one vote for each share of stock entitled to vote owned by them of record, according to the books of the Corporation and a proportionate vote for a fractional share, unless otherwise provided by law or by the Articles
of Organization. Stockholders may vote either in person or by written proxy dated not more than six months before the meeting named therein. Proxies shall be filed with the Clerk of the meeting, or of any adjournment thereof, before being voted. Except as otherwise limited therein, proxies shall entitle the persons authorized thereby to vote at any adjournment of such meeting but shall not be valid after final adjournment of such meeting. A proxy with respect to stock held in the name of two or more persons shall be valid if executed by one of them unless at or prior to exercise of the proxy the Corporation receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a stockholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger.
6. Action at Meeting. When a quorum is present, any matter before the meeting shall be decided by vote of the holders of a majority of the shares of stock voting on such matter, except where a larger vote is required by law, by the Articles of Organization or by these By-laws. Any election by stockholders shall be determined by a plurality of the votes cast, except where a larger vote is required by law, by the Articles of Organization or by these By-laws. No ballot shall be required for any election unless requested by a stockholder entitled to vote in the election. The Corporation shall not directly or indirectly vote any share of its own stock.
7. Action without Meeting. Any action to be taken by stockholders may be taken without a meeting if all stockholders entitled to vote on the matter consent to the action by a writing filed with the records of the meetings of stockholders. Such consent shall be treated for all purposes as a vote at a meeting.
8. Control Share Acquisition. The provisions of Massachusetts General Law Chapter 110D which provides that shares of a Corporation acquired in a "control share acquisition" shall have only such voting rights as are authorized by the affirmative vote of the holders of a majority of all the shares entitled to vote generally in the election of Directors, excluding interested shares, shall not apply to a control share acquisition' of the Corporation.
ARTICLE II - Directors
1. Powers. The business of the Corporation shall be managed by a Board of Directors who may exercise all the powers of the Corporation except as otherwise provided by law, by the Articles of Organization or by these By-laws. In the event of a vacancy in the Board of Directors, the remaining Directors, except as otherwise provided by law, may exercise the powers of the full Board until the vacancy is filled.
2. Election and Qualification. A Board of Directors of such number, not less than three, as shall be fixed by the stockholders, shall be elected by the stockholders at the annual meeting. No Director need be a stockholder.
3. Vacancies. Any vacancy in the Board of Directors, including a vacancy resulting from the enlargement of the Board of Directors, may be filled by the stockholders or by the Board of Directors.
4. Enlargement of the Board. The number of members of the Board of Directors may be increased and additional Directors elected to fill any vacancies thereby created at any meeting of the stockholders or by the Board of Directors by vote of a majority of the Directors then in office.
5. Tenure. Except as otherwise provided by law, by the Articles of Organization or by these By-laws, Directors shall hold office until the next annual meeting of stockholders and until their successors are chosen and qualified. Any Director may resign by delivering his written resignation to the Corporation at its principal office or to the President, Clerk or Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.
6. Removal. A Director may be removed from office (a) with or without cause by vote of the holders of a majority of the shares of stock entitled to vote in the election of Directors, or (b) for cause by vote of a majority of the Directors then in office. A Director may be removed for cause only after reasonable notice and opportunity to be heard before the body proposing to remove him.
7. Meetings. Regular meetings of the Board of Directors may be held without notice at such time, date and place as the Board of Directors may from time to time determine. A regular meeting of the Board of Directors may be held without notice at the same place as the annual meeting of stockholders or the special meeting held in lieu thereof, following such meeting of stockholders.
Special meetings of the Board of Directors may be called orally or in writing, by the President, Treasurer or two or more Directors, designating the time, date and place thereof.
8. Notice of Meetings. Notice of the time, date and place of all special meetings of the Board of Directors shall be given to each Director by the Secretary, or if there be death, absence, incapacity or refusal of such persons, by the officer or one of the Directors calling the meeting. Notice shall be given to each Director in person or by telephone or by telegram sent to his business or home address at least twenty-four hours in advance of the meeting, or by written notice mailed to his business or home address at least forty-eight hours in advance of the meeting. Notice need not be given to any Director if a written waiver of notice, executed by him before or after the meeting, is filed with the recorder of the meeting, or to any Director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. A notice or waiver of notice of a meeting of the Board of Directors need not specify the purposes of the meeting.
9. Quorum. At any meeting of the Board of Directors a majority of the Directors then in office shall constitute a quorum. Less than a quorum may adjourn any meeting from time to time and the meeting may be held as adjourned without further notice.
10. Action at Meeting. At any meeting of the Board of Directors at which a quorum is present, a majority of the Directors present may take any action on behalf of the Board of Directors, unless a larger number is required by law, by the Articles of Organization or by these By-laws.
11. Action by Consent. Any action by the Board of Directors may be taken without a meeting if a written consent thereto is signed by all the Directors and filed with the records of the meetings of the Board of Directors. Such consent shall be treated as a vote of the Board of Directors for all purposes.
12. Committees. The Board of Directors, by vote of a majority of the Directors then in office, may elect from its number an Executive Committee or other committees and may delegate thereto some or all of its powers except those which by law, by the Articles of Organization, or by these by-laws may not be delegated. Except as the Board of Directors may otherwise determine, any such committee may make rules for the conduct of its business, but unless otherwise provided by the Board of Directors or in such rules, its business shall be conducted so far as possible in the same manner as is provided by these By-laws for the Board of Directors. All members of such committee shall hold such offices at the pleasure of the Board of Directors. The Board of Directors may abolish any such committee at any time. Any committee to which the Board of Directors delegates any of its powers or duties shall keep records of its meetings and shall report its action to the Board of Directors. The Board of Directors shall have the power to rescind any action of any committee, but no such rescission shall have retroactive effect.
13. Classes of Directors. Pursuant and subject to Section 50A of Chapter 156B of the Massachusetts General Laws, the Board of Directors is classified into three (3) classes of directors. The term of office of those of the first class ("Class I Directors"), which shall consist of two (2) directors, to continue until the 1998 annual meeting and until their successors are duly elected and qualified or until he sooner dies, resigns, is removed, or becomes disqualified; the term of office of those of the second class ("Class II Directors"), which shall consist of three (3) directors, to continue until the 1999 annual meeting and until their successors are duly elected and qualified or until he sooner dies, resigns, is removed, or becomes disqualified; and the term of office of those of the third class ("Class III Directors"), which shall consist of three (3) directors, to continue until the 2000 annual meeting and until their successors are duly elected and qualified or until he sooner dies, resigns, is removed, or becomes disqualified. At each annual meeting, Directors chosen to succeed those whose terms then expire shall be elected for a full term of office expiring at the third succeeding annual meeting after their election.
ARTICLE III - Officers
1. Enumeration. The officers of the Corporation shall consist of a President, a Treasurer, a Clerk, and such other officers, including one or more Vice Presidents, Assistant Treasurers, Assistance Clerks or a Secretary, as the Board of Directors may determine.
2. Election. The President, Treasurer and Clerk shall be elected annually by the Board of Directors at their first meeting following the annual meeting of stockholders. Other officers may be chosen by the Board of Directors at such meeting or at any other meeting.
3. Qualification. No officer need be a stockholder or Director. Any two or more offices may be held by any person, provided that the President and Clerk shall not be the same person. The Clerk shall be a resident of Massachusetts unless the Corporation has a resident agent appointed for the purpose of service of process. Any officer may be required by the Board of Directors to give bond for the faithful performance of this duties in such amount and with such sureties as the Board of Directors may determine.
4. Tenure. Except as otherwise provided by law, by the Articles of Organization or by these By-laws, the President, Treasurer and Clerk shall hold office until the next annual meeting of stockholders and until their respective successors are chose and qualified; and all other officers shall hold office until the next annual meeting of stockholders and until their successors are chose and qualified, or for such shorter term as the Board of Directors may fix at the time such officers are chose. Any officer may resign by delivering his written resignation to the Corporation at its principal office or to the President, Clerk or Secretary, and such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.
5. Removal. The Board of Directors may remove any officer with or without cause by a vote of a majority of the entire number of Directors then in office; provided, that an officer may be removed for caused only after reasonable notice and opportunity to be heard by the Board of Directors.
6. Vacancies. Any vacancy in any office may be filled for the unexpired portion of the term by the Board of Directors.
7. President and Vice Presidents. The President shall be the chief executive officer of the Corporation and shall, subject to the direction of the Board of Directors, have general supervision and control of its business. Unless otherwise provided by the Board of Directors he shall preside, when present, at all meetings of stockholders and of the Board of Directors.
Any Vice President shall have such powers and shall perform such duties as the Board of Directors may from time to time designate.
8. Treasurer and Assistant Treasurer. The Treasurer shall, subject to the direction of the Board of Directors, have general charge of the financial affairs of the Corporation and shall cause to be kept accurate books of account. He shall have custody of all funds, securities, and valuable documents of the Corporation; except as the Board of Directors may otherwise provide.
Any Assistant Treasurer shall have such powers and perform such duties as the Board of Directors may from time to time designate.
9. Clerk and Assistant Clerks. The clerk shall keep a record of the meetings of stockholders. In case a Secretary is not elected or is absent, the Clerk or an Assistant clerk shall keep a record of the meetings of the Board of Directors. In the absence of the Clerk from any meeting of stockholders, an Assistant Clerk if one be elected, otherwise a Temporary Clerk designated by the person presiding at the meeting, shall perform the duties of the Clerk.
10. Secretary. The Secretary, if one be elected, shall keep a record of the meetings of the Board of Directors. In the absence of the Secretary, the Clerk and any Assistant Clerk, a Temporary Secretary shall be designated by the person presiding at such meeting to perform the duties of the Secretary.
11. Other Powers and Duties. Subject to these By-laws, each officer of the Corporation shall have, in addition to the duties and powers specifically set forth in these By-laws, such duties as are customarily incident to his office, and such duties and powers as may be designated from time to time by the Board of Directors.
ARTICLE IV - Capital Stock
l. Certificates of Stock. Each stockholder shall be entitled to a certificate of the capital stock of the Corporation in such form as may from time to time be prescribed by the Board of Directors. Such certificate shall be signed by the President or a Vice President and by the Treasurer or an Assistant Treasurer. Such signatures may be facsimile if the certificate is signed by a transfer agent, or by a registrar, other than a Director, officer or employee of the Corporation. In case any officer who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the time of its issue. Every certificate for share of stock which is subject to any restriction on transfer and every certificate issued when the Corporation is authorized to issue more than one class or series of stock shall contain such legend with respect thereto as is required by law.
2. Transfers. Subject to the restrictions, if any, noted on the stock certificates, shares of stock may be transferred on the books of the Corporation by the surrender to the Corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with transfer stamps (if
necessary) affixed, and with such proof of the authenticity of signature as the Corporation or its transfer agent may reasonably require.
3. Record holders. Except as may be otherwise required by law, by the Articles of Organization or by these By-laws, the Corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect thereto, regardless of any transfer, pledge or other disposition of such stock, until the shares have been transferred on the books of the Corporation in accordance with the requirements of these By-laws.
It shall be the duty of each stockholder to notify the Corporation of his post office address.
4. Record Date. The Board of Directors may fix in advance a time of not more than sixty days preceding the date of any meeting of stockholders, or the date for the payment of any dividend or the making of any distribution to stockholders, or the last day on which the consent or dissent of stockholders may be effectively expressed for any purpose, as the record date for determining the stockholders having the right to notice of and to vote at such meeting, and any adjournment thereof, or the right to receive such dividend or distribution or the right to give such consent or dissent. In such case only stockholders of record on such record date shall have such right, notwithstanding any transfer of stock on the books of the Corporation after the record date. Without fixing such record date, the Board of Directors may for any of such purposes close the transfer books for all or any part of such period.
5. Replacement of Certificates. In case of the alleged loss, destruction of mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms as the Board of Directors may prescribe.
ARTICLE V - Miscellaneous Provisions
1. Fiscal Year. Except as otherwise determined by the Board of Directors, the Fiscal Year of the Corporation shall be the twelve months ending on the Saturday closest to the last day of September.
2. Seal. The Board of Directors shall have power to adopt and alter the seal of the Corporation.
3. Execution of Instruments. All deeds, leases, transfers, contracts, bonds, notes and other obligations authorized to be executed by an officer of the Corporation in its behalf shall be signed by the President or the Treasurer except as the Board of Directors may generally or in particular cases otherwise determine.
4. Voting of Securities. Unless otherwise provided by the Board of Directors, the President or Treasurer may waive notice of an act on behalf of this Corporation, or
appoint another person or persons to act as proxy or attorney in fact for this Corporation with or without discretionary power and/or power of substitution, at any meeting of stockholders or shareholders of any other Corporation or organization, any of whose securities are held by this Corporation.
5. Resident Agent. The Board of Directors may appoint a resident agent upon whom legal process may be served in any action or proceeding against the Corporation. Said resident agent shall be either an individual who is a resident of and has a business address in Massachusetts, a Corporation organized under the laws of Massachusetts, or a Corporation organized under the laws of any other state of the United States, which has qualified to do business in, and has an office in, Massachusetts.
6. Corporate Records. The original, or attested copies, of the Articles of Organization, By-laws and records of all meetings of the incorporators and stockholders, and the stock and transfer records, which shall contain the names of all stockholders and the record address and the amount of stock held by each, shall be kept in Massachusetts at the principal office of the Corporation, or at an office of its transfer agent, Clerk or resident agent, and shall be open at all reasonable times to the inspection of any stockholder for any proper purpose, but not to secure a list of stockholders for the purpose of selling said list or copies thereof or of using the same for a purpose other than in the interest of the applicant, as a stockholder, relative to the affairs of the Corporation.
7. Articles of Organization. All references in these By-laws to the Articles of Organization shall be deemed to refer to the Articles of Organization of the Corporation, as amended and in effect from time to time.
8. Amendments. The power to make, amend or repeal By-laws shall be in the stockholders, provided, however, that the directors may make, amend or repeal the By-laws in whole or in part, except with respect to any provision thereof which by law, the Articles of Organization or these By-laws requires action by the stockholders). Not later than the time of giving notice of the meeting of stockholders next following the making, amending or repealing by the directors of any By-law notice thereof stating the substance of such change shall be given to all stockholders entitled to vote on amending the By-laws. Any By-law adopted by the directors may be amended or repealed by the stockholders.
Exhibit 99
Press Release
TECHNICAL COMMUNICATIONS CORPORATION
APOINTS THREE INDEPENDENT DIRECTORS, ANNOUNCES
CHANGES AFFECTING CORPORATE GOVERNANCE AND SETS DATE
FOR ANNUAL SHAREHOLDER MEETING
CONCORD, MASSACHUSETTS - Technical Communications Corporation (TCC) (NASDAQ:TCCO), today announced the election of three new independent directors and the adoption of certain measures intended to enhance and protect long-term value for stockholders and to help facilitate continuity and stability of TCC's business strategies and policies, as determined by the Board of Directors. Additionally, TCC has set Friday, July 17, 1998 as the date of its annual shareholder meeting. The time and place of the meeting has not yet been determined. Shareholders, as of the record date of May 29, 1998, are welcomed to attend.
The Board of Directors of TCC has voted to expand the size of the Board of Directors to eight directors. Mitchell B. Briskin, Donald Lake and Thomas E. Peoples have been appointed to the Board.
Mitchell B. Briskin is a principal at Concord Investment Partners, an investment partnership. Prior to his employment with Concord Investment Partners, Mr. Briskin was the Chief Operating Officer of General Chemical Corporation an environmental service and chemical distribution company. Prior to his employment with General Chemical Corporation, Mr. Briskin practiced law with the firm of Belknap, Webb & Tyler in New York City. Mr. Briskin holds an M.B.A. from Harvard University, a J.D. from New York University and a B.A. from Wesleyan University.
Donald Lake has been a financial consultant to various federal government agencies since 1991. Before initiating his consulting practice, Mr. Lake served as Director of the
International Banking Services Division of the American Security Bank in Washington, D.C. Prior to this, Mr. Lake was the Managing Director and on the Board of Directors of the Maryland Bank International S.A. in Luxembourg. Mr. Lake holds an M.S. from Texas Christian University and a B.A. from the University of Illinois. He is currently a Ph.D. candidate at George Washington University.
Thomas E. Peoples is the Vice President for International and Washington Operations of Aerojet, an aerospace and defense contractor. Prior to his employment with Aerojet International, Inc., Mr. Peoples served as Manager of Business Development for Smart Munitions Programs at Raytheon Company, a major defense contractor. Prior to this, Mr. Peoples serves as Special Assistant to the Assistant Secretary of Defense for Acquisition. Mr. Peoples holds an M.S. from Troy State University and a B.A. from Benedictine College.
TCC Chairman and Chief Executive Officer Carl H. Guild, Jr., stated "We took a considerable amount of time to identify individuals with excellent credentials for the Board of Director positions. The contribution that these positions provide is essential to the future of the Company. The expertise that the three new directors have in finance, international sales, and banking security will contribute greatly to our efforts to move TCC forward in terms of product development, operations and profitability."
Commenting further, Mr. Guild noted, "We also have adopted certain measures intended to insure that the Board of Directors of TCC will be afforded greater flexibility and authority in the face of takeover techniques that might provide inadequate value to the shareholders. These measures would allow for a change of control of TCC that is in the best interest of TCC's shareholders."
He continued, "Pursuant to Massachusetts General Laws, Chapter 156B, Section 34, TCC has amended its bylaws to raise the percentage in interest of voting stock required to call a special meeting of the stockholders from 10% to 40%. Additionally, the Board of Directors of TCC has voted to opt in to the provisions of Massachusetts General Laws, Chapter 156B,
Section 50A. Following 50A, TCC has organized its Board of Directors including the new outside Board members - into three classes, the terms of the first class of directors to continue until the 1998 annual meeting, the terms of the second class of directors to continue until the 1999 annual meeting, and the terms of the third class of directors to continue until the 2000 annual meeting. I am hopeful that these changes will help facilitate continuity and stability of TCC's business strategies and policies and enhance the Board's ability to focus on short and long term strategies that will create value for stockholders."
Technical Communications Corporation's products and systems secure mission-critical networks for governments, corporations and financial institutions around the world. With over 35 years of experience, TCC is the trusted supplier for organizations that place a high value on their data and its successful transmission.
Matters discussed in this news release, including any discussion of or impact, expressed or implied, on the Company's anticipated operating results and future earnings, including statements about the Company's ability to achieve long term growth and profitability, contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended. The Company's operating results may differ significantly from the results indicated by such forward-looking statements. The Company's operating results may be affected by many factors, including but not limited to, the fulfillment of customer orders, the Company's ability to retain and motivate key technical, sales, marketing and manufacturing personnel, and the possibility of political instability in the Company's foreign markets. These and other risks are detailed from time to time in the Company's filings with the Securities and Exchange Commission.