-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DWQjoa7vQhTDrtfQ+0tkimr9M3cHyzWLrcC9UHE3S3pFFeBL/jwaX3zFLOpVTois 8t8NHJYaVk05VVFuMtUWMA== 0000891020-98-001175.txt : 19980803 0000891020-98-001175.hdr.sgml : 19980803 ACCESSION NUMBER: 0000891020-98-001175 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980722 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980729 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: INNOVA CORP /WA/ CENTRAL INDEX KEY: 0001044615 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 911453311 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-29547 FILM NUMBER: 98673256 BUSINESS ADDRESS: STREET 1: 3325 S 116TH STREET STREET 2: GATEWAY NORTH BLDG 2 CITY: SEATTLE STATE: WA ZIP: 98168-1974 BUSINESS PHONE: 2064399121 MAIL ADDRESS: STREET 1: 3325 S 116TH STREET STREET 2: GATEWAY N BLDG 2 CITY: SEATTLE STATE: WA ZIP: 98168-1974 8-K 1 FORM 8-K 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 29, 1998 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 earliest event reported): July 22, 1998 INNOVA CORPORATION (Exact Name of Registrant as Specified in Its Charter) WASHINGTON (State or Other Jurisdiction of Incorporation) 000-22931 91-1453311 (Commission File Number) (I.R.S. Employer Identification No.) 3325 SOUTH 116TH STREET, SEATTLE, WA 98168 (Address of Principal Executive Offices) (Zip Code) (206) 439-9121 (Registrant's Telephone Number, Including Area Code) With a copy to: Marion V. Larson, Esq. GRAHAM & JAMES LLP/RIDDELL WILLIAMS P.S. 1001 Fourth Avenue Plaza, Suite 4500 Seattle, WA 98154 2 ITEM 5. OTHER EVENTS. On July 22, 1998, the Registrant, Digital Microwave Corporation, a Delaware corporation ("DMC"), and Iguana Merger Corp., a Washington corporation, and a wholly owned subsidiary of DMC ("Sub"), entered into an Agreement and Plan of Reorganization and Merger (the "Merger Agreement") providing for a merger of Sub with and into Registrant. Under the terms of the Merger Agreement, Registrant's shareholders will receive 1.05 shares of DMC's common stock for each outstanding share of Registrant's common stock held by them. The merger is intended to qualify as a tax-free reorganization and a pooling-of-interests for accounting and financial reporting purposes, and is subject to certain conditions, including the approval of the respective stockholders of the Registrant and DMC. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1 Press Release issued by the Registrant and DMC dated July 23, 1998. 2 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. INNOVA CORPORATION Date: July 29, 1998 By: /s/JOHN M. HEMINGWAY --------------------------------- John M. Hemingway Secretary and Chief Financial Officer 3 EX-99.1 2 PRESS RELEASE 1 EXHIBIT 99.1 Sheryl Lewis, Financial Community, Digital Microwave Corp., (408) 944-1740 Jeanne Harper-Condren, Press, Digital Microwave Corp., (408) 944-1817 John Hemingway, Innova Corporation, (206) 439-9121 FOR IMMEDIATE RELEASE DIGITAL MICROWAVE CORPORATION AND INNOVA CORPORATION SIGN DEFINITIVE MERGER AGREEMENT; COMBINATION CREATES LARGEST INDEPENDENT GLOBAL WIRELESS TRANSMISSION SOLUTIONS PROVIDER SAN JOSE, CA AND SEATTLE, WA--July 23, 1998 Digital Microwave Corporation (Nasdaq: DMIC) and Innova Corporation (Nasdaq: INVA), jointly announced today that they have signed a definitive agreement by which Innova Corporation would merge with Digital Microwave Corporation. The combined company will be the largest independent provider of wireless transmission solutions for worldwide voice and data networks. The combination of these two companies will allow Digital Microwave Corporation's unified global sales and service operations to offer a broad range of complementary products and services. Under the terms of the agreement, Digital Microwave will exchange 1.05 shares of its common stock for each outstanding share of Innova common stock. Digital Microwave will also exchange stock options and warrants using the same ratio, and expects to issue up to 18.5 million shares to Innova shareholders, option, and warrant holders. Innova shareholders will own approximately 27% of the combined entity. The resulting transaction represents a premium of approximately 28% to Innova's 30-day average closing price. The transaction, which has been approved by the respective Boards of Directors, is expected to close within approximately 90 days, subject to regulatory reviews, approval by each company's stockholders, and other customary closing conditions. Special Meetings of the shareholders of both companies are to be 2 convened to approve the transaction. The merger is intended to qualify as a tax-free reorganization and will be accounted for as a pooling-of-interests transaction. "We are extremely pleased to announce our intention to merge with Innova," said Charles D. Kissner, Digital Microwave's Chairman and Chief Executive Officer. "This combination will immediately offer our global customers a full range of highly competitive wireless solutions. Combining with Innova makes sense not only because of our complementary products and skills, especially Innova's low-cost technology for its low-to-medium capacity products and Digital Microwave's high-capacity Altium(TM) radio platform, but also because there is very little overlap in the customer bases we currently serve. Additionally, the combined product development capabilities will accelerate the ability to bring to market important new products to serve new emerging data services and voice network applications. We believe this merger will enhance that capability both immediately and in the long term, which we expect to benefit not only our customers, but also enhance the value to shareholders of both companies." Frank Grenon, President and Chief Executive Officer of Innova, said, "We believe the merger clearly creates a company with unmatched competitive position in the marketplace. Innova's focus over the past few years has been on reducing costs of its low-to-medium capacity products, and is a perfect complement to Digital Microwave's new advances in high-capacity radio systems and their strong global sales, distribution, and service network. The merger provides complementary product platforms, increases the customer base and distribution channels, and will allow both companies to accelerate progress toward their objectives. We are committed to providing our customers with the best combination of price/performance, service, and support in the industry." 3 The statements made in this release concerning Digital Microwave's and Innova's future prospects, including statements concerning the ability to offer a full range of competitive wireless solutions, competitive position, accelerated ability to introduce new products, and the immediate and long-term benefits to customers, and enhanced stockholder value, are "forward-looking statements" under the Federal securities laws. Because such statements apply to future events, they are subject to risks and uncertainties that could cause the actual results to differ materially, including without limitation, integration risks related to the proposed transaction; the risk that the contemplated benefits of the proposed transaction will not be realized; the risk that the proposed transaction will not be consummated; and the risk of the impact of competitive products and developments, market conditions, general economic conditions, new technologies and industry standards. Important factors which could cause actual results to differ materially are described in the report on Form 10-K for the year ended March 31, 1998 filed by Digital Microwave Corporation and the report on Form 10-QA for the quarter ended March 31, 1998 filed by Innova Corporation with the Securities and Exchange Commission. Headquartered in San Jose, Digital Microwave designs, manufactures, and markets advanced wireless solutions for worldwide telephone network interconnection and access. Transmitting and receiving multiple digital lines, Digital Microwave's high-performance systems carry voice, data, and digitized video signals across a full spectrum of frequencies and capacities. Headquartered in Seattle, Innova designs, manufactures and supports millimeter wave radios for use as low-to-medium capacity wireless communication links in developed and developing telecommunications markets. Innova's products enable telecommunications service providers to establish reliable and cost-effective voice, data and video communications links 4 within their networks. Innova's products operate in frequencies ranging from 13-38 GHz and may be used in various applications, including cellular and PCS/PCN networks, broadband communications, local loop services and long distance networks. Altium is a trademark of Digital Microwave Corporation. -----END PRIVACY-ENHANCED MESSAGE-----