Acrodyne Completes Annual Meeting.Business Editors COCKEYSVILLE, Md.--(BUSINESS WIRE)--Dec. 23, 2002 Acrodyne Communications, Inc. ("Acrodyne" or the "Company") (ACROE) announced today that the Company's annual meeting was completed on Wednesday, December 18, 2002. The meeting had been previously adjourned on December 13, 2002 for lack of a quorum A majority of an entire body; e.g., a quorum of a legislative assembly. A quorum is the minimum number of people who must be present to pass a law, make a judgment, or conduct business. . Upon the receipt of additional votes from shareholders, a quorum was reached and the annual meeting was held. At the annual meeting, all of the proposals set forth in the Company's Notice of Annual Meeting and Proxy were adopted. Among the proposals approved were a new slate of directors and the 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"). Under the Plan, 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"), the Company's largest shareholder, agreed to: (a) forgive all indebtedness, receivables, and accrued ac·crue v. ac·crued, ac·cru·ing, ac·crues v.intr. 1. To come to one as a gain, addition, or increment: interest accruing in my savings account. 2. and unpaid interest under certain loans from Sinclair to the Company in an aggregate amount to be determined as of the date of closing of the Plan, which is currently anticipated to take place on January 2, 2003; (b) sign all intellectual property rights relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the licensing to the Company by Sinclair of certain transmitter A device that generates signals. Contrast with receiver. technology; (c) terminate all of the outstanding warrants held by Sinclair to acquire common stock of the Company; (d) invest in additional $1,000,000.00 cash in the Company; and (e) amend the Guaranty As a verb, to agree to be responsible for the payment of another's debt or the performance of another's duty, liability, or obligation if that person does not perform as he or she is legally obligated to do; to assume the responsibility of a guarantor; to warrant. and Lease Compensation Agreement, dated September 16, 1999, between the Company and Sinclair to provide that the payments due Sinclair thereunder on November 19, 2002, 2003, 2004, and 2005 shall be paid in cash (rather in Acrodyne Common Stock) and thereafter can, at the Company's option, be paid in either cash or Acrodyne Common 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 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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