U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): NOVEMBER 23, 1998
ACRODYNE COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Issuer's telephone number: 215-542-7000
(Former name or former address, if changed from last report)
Item 5. Other Events
On November 23, 1998 Acrodyne Communications, Inc. ("Acrodyne") entered into an agreement with Sinclair
Broadcast Group, Inc. ("Sinclair"), whereby Sinclair agreed to acquire a significant equity interest in Acrodyne
and appoint certain members of Acrodyne's Board of Directors and senior management upon consummation of
Under the Agreement, Sinclair agreed to make a cash infusion of $4.3 million in Acrodyne in consideration for the
issuance of 1,431,333 shares of Acrodyne's common stock and the issuance of warrants to purchase up to an
aggregate of 8,713,100 shares over a term of seven years at prices ranging from $3.00 to $6.00 per share. Of
such warrants, 6,000,000 are exercisable only upon the Company's achievement of increased product sales or
sales of products with new technology. Simultaneously with the closing of the transaction, Sinclair agreed to
acquire an additional 800,000 shares of common stock currently held by the Scorpion/Newlight investment
group. Immediately after the transaction, Sinclair would hold an aggregate of 2,231,333 shares of Acrodyne,
representing approximately 31.8% of the then issued common stock, assuming no exercise of any warrants.
At the closing of the transaction, Acrodyne's Board of Directors would be reconstituted to comprise 3 directors
nominated by Sinclair, 2 directors nominated by the Company's President and CEO, A.Robert Mancuso, and 2
independent directors not affiliated with Sinclair or Acrodyne.
In connection with this investment, Sinclair, Acrodyne and Mr. Mancuso ha