content: <PAGE>
   
                                   UNITED STATES
                        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 (Date of                                      September 6, 1996
  earliest event reported)
  
  
  
                                 SSE TELECOM, INC.
              (Exact name of registrant as specified in its charter)
  
  
  
  Delaware                           33-10965                      52-1466297
  (State of or other             (Commission File               (I.R.S. Employer
  jurisdiction of                     Number)                  Identification No.)
  incorporation)
  
                           Suite 710, 8230 Leesburg Pike
                              Vienna, Virginia  22182
                     (Address of principal executive offices)
  
                  Registrant's telephone number:  (703) 442-4503
  ITEM 5.   OTHER EVENTS.
            ------------ 
  
       A.   Stock Purchase by Alcatel Telspace, S.A.  On September 6, 1996
            ----------------------------------------                      
  ("Closing Date"), Alcatel Telspace, a societe anonyme organized under the laws
  of France ("Alcatel"), purchased 625,000 shares of the common stock ("Common
  Stock") of SSE Telecom, Inc. (the "Company") for aggregate consideration of
  $7,826,500, or an average price of $12.52 per share.
  
                                                          Page  1  of  129
                                                               ---    ----- 
                                                          Exhibit Index on Page  6
                                                                                --
  <PAGE>
   
       Of the aggregate 625,000 shares of Common Stock purchased by Alcatel,
  525,000 shares were purchased from the Company for cash consideration of
  $6,751,500, or $12.86 per share, pursuant to a Stock Purchase and Investment
  Agreement (the "Investment Agreement") between the Company and Alcatel dated as
  of the Closing Date.  450,000 shares out of the 525,000 shares sold to Alcatel
  by the Company represented a portion of the shares acquired by the Company in
  its ongoing stock repurchase program and which were held in the treasury of the
  Company.
  
       Alcatel also purchased 100,000 shares of Common Stock from Frederick C.
  Toombs and Daniel E. Moore, two members of the Company's senior management, for
  aggregate cash consideration of $1,075,000, or $10.75 per share, pursuant to a
  Stock Purchase Agreement dated as of the Closing Date (the "Selling Stockholder
  Agreement").  In connection therewith, the Company and Messrs. Toombs and Moore
  entered into an agreement providing for the Company's consent to the sale by
  each of Messrs. Toombs and Moore of 50,000 shares of Common Stock to Alcatel,
  and the agreement of Messrs. Toombs and Moore to the early exercise of certain
  exercisable options and warrants and to limit any further disposition of shares
  of the Common Stock held by them until after February 28, 1997.
  
       The Company issued a warrant to Alcatel entitling the registered holder
  thereof to acquire  300,000 shares of the Common Stock of the Company,
  exercisable at any time during the period between September 7, 1996 and
  September 6, 1999, at an exercise price equal to the market price at the time of
  exercise, but not less than $11.00 per share (the "Warrant").
  
       The Company and Alcatel entered into a registration rights agreement
  ("Registration Rights Agreement") with respect to the Common Stock acquired by
  Alcatel under the Investment Agreement and the Selling Stockholder Agreement and
  the Common Stock issuable upon exercise of the Warrant.
  
       The Company, Alcatel, and six stockholders of the Company entered into a
  stockholders agreement dated as of the Closing Date (the "Stockholder
  Agreement") in which Alcatel and the  stockholders of the Company that are
  parties to the agreement agreed to certain rights of first refusal and co-sale
  rights in respect to the disposition of common stock of the Company, on the
  terms set forth in such Stockholder Agreement.  In addition, the Company and the
  stockholders of the Company that are parties to the agreement agreed to use
  their best efforts to cause a nominee of Alcatel to be nominated for election
  and such stockholders agreed to vote for the nominee to the Board of Directors
  of the Company.
  <PAGE>
   
       In addition, by a separate agreement, the Company, Alcatel and six other
  stockholders of the Company, entered into a voting agreement in which such
  stockholders agreed to vote for a nominee of Alcatel to the Board of Directors
  of the Company (the "Voting Agreement").
  
       Effective as of the Closing Date, the Company and Alcatel entered into an
  agreement providing for the procedure by which the Company and Alcatel may
  jointly development certain products which have been identified and which will
  continue to be identified as suitable to complement the available products of
  SSET and Alcatel (the "Product Identification Agreement").
  
       Under the Investment Agreement, the Company agreed to use the net sale
  proceeds for working capital and to curtail by $3,500,000 the indebtedness under
  the debentures issued by the Company to EchoStar Communications Corporation
  ("Echostar").  Concurrent with closing under the Investment Agreement, the
  Company paid to Echostar the aggregate amount of $4,750,414 against principal
  and accrued interest under the debentures, reducing the principal balance owed
  under the debentures to $5,250,000.
  
       There is no material relationship between Alcatel, or any of its
  affiliates, any director or officer of Alcatel, or any associate of any director
  or officer of Alcatel, on the one hand, and the Company or any of its
  affiliates, any director or officer of the Company, or any associate of any
  director or officer of the Company, on the other hand.  The Company and Alcatel
  have collaborated in the development of satellite communications equipment in
  the past and Alcatel has been a customer of the Company since 1989.
  
  
  ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.
            --------------------------------- 
  
            (c)  Exhibits
  
            4.7       Common Stock Purchase Warrant from SSE Telecom, Inc. to
  Alcatel Telspace, S.A.,  dated September 6, 1996.
  
            9.2       Voting Agreement by and among SSE Telecom, Inc., Alcatel
  Telspace, S.A., and certain stockholders of SSE Telecom, Inc., dated September
  6, 1996.
  
            9.3       Stockholder Agreement by and among SSE Telecom, Inc.,
  Alcatel Telspace, S.A., and certain stockholders of SSE Telecom, Inc., dated
  September 6, 1996.
  <PAGE>
   
            10.25  Stock Purchase and Investment Agreement by and between SSE
  Telecom, Inc., and Alcatel Telspace, S.A., dated September 6, 1996.  There is
  included as part of this exhibit a listing of the exhibits to the Investment
  Agreement, but such exhibits are not filed.  Registrant undertakes to furnish
  supplementally a copy of the omitted exhibits to the Commission upon request.
  
            10.26  Registration Rights Agreement between SSE Telecom, Inc. and
  Alcatel Telspace, S.A., dated September 6, 1996.
  <PAGE>
   
                                    SIGNATURES
                                    ----------
  
  
       Pursuant to the requirements of the Securities and Exchange Act of 1934,
  the registrant had duly caused this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
  Date: September 20, 1996               SSE TELECOM, INC.
  
  
  
                                         By: /s/ Frederick C. Toombs
                                             --------------------------
                                                Frederick C. Toombs
                                                President
  <PAGE>
   
                                 INDEX TO EXHIBITS
                                 -----------------
  
  
                                                          Page No.
                                                          --------
  
  4.7       Common Stock Purchase Warrant from SSE 
            Telecom, Inc. to Alcatel Telspace, S.A.,
            dated September 6, 1996.                          7
  
  9.2       Voting Agreement by and among SSE Telecom,       
            Inc., Alcatel Telspace, S.A., and certain
            stockholders of SSE Telecom, Inc., dated
            September 6, 1996.                               23 
   
  9.3       Stockholder Agreement by and among SSE
            Telecom, Inc., Alcatel Telspace, S.A.,
            and certain stockholders of SSE Telecom,
            Inc., dated September 6, 1996.                   32
   
  10.25     Stock Purchase and Investment Agreement by
            and between SSE Telecom, Inc., and Alcatel
            Telspace, S.A., dated September 6, 1996.         61
   
  10.26     Registration Rights Agreement between SSE
            Telecom, Inc. and Alcatel Telspace, S.A.,
            dated September 6, 1996.                        106
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 9201}]
metadata_filer: {"company-data": {"conformed-name": "SSE TELECOM INC", "cik": "0000808220", "assigned-sic": "3663", "irs-number": "521466297", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-16473", "film-number": "96633372"}, "business-address": {"street1": "SUITE 710 8230 LEESBURG PIKE", "city": "VIENNA", "state": "VA", "zip": "22182", "phone": "7034424503"}, "mail-address": {"street1": "SUITE 710 8230 LEESBURG PIKE", "city": "VIENNA", "state": "VA", "zip": "22182"}}
text: UNITED STATES
                        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 (Date of                                      September 6, 1996
  earliest event reported)
  
                                 SSE TELECOM, INC.
              (Exact name of registrant as specified in its charter)
  
  Delaware                           33-10965                      52-1466297
  (State of or other             (Commission File               (I.R.S. Employer
  jurisdiction of                     Number)                  Identification No.)
  incorporation)
  
                           Suite 710, 8230 Leesburg Pike
                              Vienna, Virginia  22182
                     (Address of principal executive offices)
  
                  Registrant's telephone number:  (703) 442-4503
  ITEM 5.   OTHER EVENTS.
            ------------ 
  
       A.   Stock Purchase by Alcatel Telspace, S.A.  On September 6, 1996
            ----------------------------------------                      
  ("Closing Date"), Alcatel Telspace, a societe anonyme organized under the laws
  of France ("Alcatel"), purchased 625,000 shares of the common stock ("Common
  Stock") of SSE Telecom, Inc. (the "Company") for aggregate consideration of
  $7,826,500, or an average price of $12.52 per share.
  
                                                          Page  1  of  129
                                                               ---    ----- 
                                                          Exhibit Index on Page  6
                                                                                --
  Of the aggregate 625,000 shares of Common Stock purchased by Alcatel,
  525,000 shares were purchased from the Company for cash consideration of
  $6,751,500, or $12.86 per share, pursuant to a Stock Purchase and Investment
  Agreement (the "Investment Agreement") between the Company and Alcatel dated as
  of the Closing Date.  450,000 shares out of the 525,000 shares sold to Alcatel
  by the Company represented a portion of the shares acquired by the Company in
  its ongoing stock repurchase program and which were held in the treasury of the
  Company.
  
       Alcatel also purchased 100,000 shares of Common Stock from Frederick C.
  Toombs and Daniel E. Moore, two members of the Company's senior management, for
  aggregate cash consideration of $1,075,000, or $10.75 per share, pursuant to a
  Stock Purchase Agreement dated as of the Closing Date (the "Selling Stockholder
  Agreement").  In connection therewith, the Company and Messrs. Toombs and Moore
  entered into an agreement providing for the Company's consent to the sale by
  each of Messrs. Toombs and Moore of 50,000 shares of Common Stock to Alcatel,
  and the agreement of Messrs. Toombs and Moore to the early exercise of certain
  exercisable options and warrants and to limit any further disposition of shares
  of the Common Stock held by them until after February 28, 1997.
  
       The Company issued a warrant to Alcatel entitling the registered holder
  thereof to acquire  300,000 shares of the Common Stock of the Company,
  exercisable at any time during the period between September 7, 1996 and
  September 6, 1999, at an exercise price equal to the market price at the time of
  exercise, but not less than $11.00 per share (the "Warrant").
  
       The Company and Alcatel entered into a registration rights agreement
  ("Registration Rights Agreement") with respect to the Common Stock acquired by
  Alcatel under the Investment Agreement and the Selling Stockholder Agreement and
  the Common Stock issuable upon exercise of the Warrant.
  
       The Company, Alcatel, and six stockholders of the Company entered into a
  stockholders agreement dated as of the Closing Date (the "Stockholder
  Agreement") in which Alcatel and the  stockholders of the Company that are
  parties to the agreement agreed to certain rights of first refusal and co-sale
  rights in respect to the disposition of common stock of the Company, on the
  terms set forth in such Stockholder Agreement.  In addition, the Company and the
  stockholders of the Company that are parties to the agreement agreed to use
  their best efforts to cause a nominee of Alcatel to be nominated for election
  and such stockholders agreed to vote for the nominee to the Board of Directors
  of the Company.
  In addition, by a separate agreement, the Company, Alcatel and six other
  stockholders of the Company, entered into a voting agreement in which such
  stockholders agreed to vote for a nominee of Alcatel to the Board of Directors
  of the Company (the "Voting Agreement").
  
       Effective as of the Closing Date, the Company and Alcatel entered into an
  agreement providing for the procedure by which the Company and Alcatel may
  jointly development certain products which have been identified and which will
  continue to be identified as suitable to complement the available products of
  SSET and Alcatel (the "Product Identification Agreement").
  
       Under the Investment Agreement, the Company agreed to use the net sale
  proceeds for working capital and to curtail by $3,500,000 the indebtedness under
  the debentures issued by the Company to EchoStar Communications Corporation
  ("Echostar").  Concurrent with closing under the Investment Agreement, the
  Company paid to Echostar the aggregate amount of $4,750,414 against principal
  and accrued interest under the debentures, reducing the principal balance owed
  under the debentures to $5,250,000.
  
       There is no material relationship between Alcatel, or any of its
  affiliates, any director or officer of Alcatel, or any associate of any director
  or officer of Alcatel, on the one hand, and the Company or any of its
  affiliates, any director or officer of the Company, or any associate of any
  director or officer of the Company, on the other hand.  The Company and Alcatel
  have collaborated in the development of satellite communications equipment in
  the past and Alcatel has been a customer of the Company since 1989.
  
  ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.
            --------------------------------- 
  
            (c)  Exhibits
  
            4.7       Common Stock Purchase Warrant from SSE Telecom, Inc. to
  Alcatel Telspace, S.A.,  dated September 6, 1996.
  
            9.2       Voting Agreement by and among SSE Telecom, Inc., Alcatel
  Telspace, S.A., and certain stockholders of SSE Telecom, Inc., dated September
  6, 1996.
  
            9.3       Stockholder Agreement by and among SSE Telecom, Inc.,
  Alcatel Telspace, S.A., and certain stockholders of SSE Telecom, Inc., dated
  September 6, 1996.
  10.25  Stock Purchase and Investment Agreement by and between SSE
  Telecom, Inc., and Alcatel Telspace, S.A., dated September 6, 1996.  There is
  included as part of this exhibit a listing of the exhibits to the Investment
  Agreement, but such exhibits are not filed.  Registrant undertakes to furnish
  supplementally a copy of the omitted exhibits to the Commission upon request.
  
            10.26  Registration Rights Agreement between SSE Telecom, Inc. and
  Alcatel Telspace, S.A., dated September 6, 1996.
  SIGNATURES
                                    ----------
  
       Pursuant to the requirements of the Securities and Exchange Act of 1934,
  the registrant had duly caused this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
  Date: September 20, 1996               SSE TELECOM, INC.
  
                                         By: /s/ Frederick C. Toombs
                                             --------------------------
                                                Frederick C. Toombs
                                                President
  INDEX TO EXHIBITS
                                 -----------------
  
                                                          Page No.
                                                          --------
  
  4.7       Common Stock Purchase Warrant from SSE 
            Telecom, Inc. to Alcatel Telspace, S.A.,
            dated September 6, 1996.                          7
  
  9.2       Voting Agreement by and among SSE Telecom,       
            Inc., Alcatel Telspace, S.A., and certain
            stockholders of SSE Telecom, Inc., dated
            September 6, 1996.                               23 
   
  9.3       Stockholder Agreement by and among SSE
            Telecom, Inc., Alcatel Telspace, S.A.,
            and certain stockholders of SSE Telecom,
            Inc., dated September 6, 1996.                   32
   
  10.25     Stock Purchase and Investment Agreement by
            and between SSE Telecom, Inc., and Alcatel
            Telspace, S.A., dated September 6, 1996.         61
   
  10.26     Registration Rights Agreement between SSE
            Telecom, Inc. and Alcatel Telspace, S.A.,
            dated September 6, 1996.                        106