Acrodyne Announces Plan of Recapitalization.Business Editors COCKEYSVILLE, Md.--(BUSINESS WIRE)--Nov. 27, 2002 Acrodyne Communications, Inc. ("Acrodyne" or the "Company") (ACROE) announced today that it has reached a preliminary agreement on a Plan of Recapitalization Recapitalization Restructuring a company's debt and equity mixture often with the aim of making a company's capital structure more stable. Notes: Companies often want to diversify their debt-to-equity ratio to improve liquidity. (the "Plan") with its largest shareholder, Sinclair Broadcast Group The Sinclair Broadcast Group (SBG) NASDAQ: SBGI is the operator of the largest number of local television stations in the United States with a total of 59 stations across the country in 38 primarily small and medium markets, many of which are located in the South and , Inc. ("Sinclair"), providing that, in exchange for the issuance of 20,350,000 shares of Acrodyne voting common stock, Sinclair will forgive certain indebtedness INDEBTEDNESS. The state, of being in debt, without regard to the ability or inability of the party to pay the same. See 1 Story, Eq. 343; 2 Hill. Ab. 421. 2. , assign certain intellectual property rights to Acrodyne, terminate its rights to acquire additional shares of Acrodyne common stock, amend certain guarantees made by Sinclair on Acrodyne's behalf, and invest an additional $1,000,000.00 in cash in Acrodyne. The Plan has been approved by Sinclair's Board of Directors and is being recommended for shareholder approval by a disinterested Free from bias, prejudice, or partiality. A disinterested witness is one who has no interest in the case at bar, or matter in issue, and is legally competent to give testimony. and independent committee of Acrodyne's Board of Directors. The Plan is subject to, and contingent upon Adj. 1. contingent upon - determined by conditions or circumstances that follow; "arms sales contingent on the approval of congress" contingent on, dependant on, dependant upon, dependent on, dependent upon, depending on, contingent , the approval of the shareholders of Acrodyne. Acrodyne shareholder approval will be sought at Acrodyne's next Annual Meeting scheduled for December 13, 2002. In the event the Plan is approved by Acrodyne's shareholders and is completed, Sinclair's ownership interest in Acrodyne will increase from approximately 38% to approximately 82% of the issued and outstanding capital stock. This press release may contain forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. , which are subject to certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Factors that could cause actual results to differ materially from those expressed or implied in such forward-looking statements include our high level of indebtedness and our ability to refinance Refinance 1. When a business or person revises their payment schedule for repaying debt. 2. Replacing an older loan with a new loan offering better terms. Notes: When a business refinances they typically extend the maturity date. our substantial debt and contractual obligations; our ability to make interest and principal payments on our debt and other contractual obligations; our ability to improve our operating performance; the outcomes of pending lawsuits and/or claims involving our financial reporting and other matters; our ability to manufacture and sell our new Quantum Transmitter A device that generates signals. Contrast with receiver. product line in a timely manner; regulatory changes governing transmission platforms; general economic and marketplace conditions; interest rate fluctuations; access to capital; and our ability to develop, implement and maintain reliable and adequate internal accounting systems and controls. Consequently, all of the forward-looking statements made in this press release are qualified by these and other factors, risks and uncertainties. Readers are also directed to consider other risks and uncertainties discussed in documents filed and to be filed by the Company with the SEC. |
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