-----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, LQzEo67mJDmUKq4VnTfL+BCGMFmNqCO8f+rJK182xyU47h0bNqllqOy495H6YcpX dg+lG6KliFsA5TSvV+WRvQ== 0000950137-98-003053.txt : 19980812 0000950137-98-003053.hdr.sgml : 19980812 ACCESSION NUMBER: 0000950137-98-003053 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980810 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COHERENT COMMUNICATIONS SYSTEMS CORP CENTRAL INDEX KEY: 0000921147 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 112162982 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-49681 FILM NUMBER: 98681385 BUSINESS ADDRESS: STREET 1: 44084 RIVERSIDE PRKWY STREET 2: LANDSDOWNE BUSINESS CENTER CITY: LEESBURG STATE: VA ZIP: 22075 BUSINESS PHONE: 7037296400 MAIL ADDRESS: STREET 1: 60 COMMERCE DRIVE CITY: HAUPPAUGE STATE: NY ZIP: 11788 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TELLABS INC CENTRAL INDEX KEY: 0000317771 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 363831568 STATE OF INCORPORATION: DE FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4951 INDIANA AVE CITY: LISLE STATE: IL ZIP: 60532 BUSINESS PHONE: 6303788800 MAIL ADDRESS: STREET 1: 4951 INDIANA AVE CITY: LISLE STATE: IL ZIP: 60532 SC 13D/A 1 SCHEDULE 13D/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13d (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (AMENDMENT NO. 1) Coherent Communications Systems Corporation - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value per share - ------------------------------------------------------------------------------- (Title of Class of Securities) 192478105 - ------------------------------------------------------------------------------- (CUSIP Number) Margaret Maxwell Zagel Vice President and General Counsel Tellabs Operations, Inc. 4951 Indiana Avenue Lisle, Illinois 60532-1698 (630) 378-8800 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 3, 1998 - ------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. (Continued on following pages) PAGE 1 OF 7 PAGES 2 CUSIP NO. 192478105 SCHEDULE 13d PAGE 2 OF 7 PAGES - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Tellabs, Inc. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 1,000 NUMBER OF --------------------------------------------------------- SHARES 8 SHARED VOTING POWER 0 BENEFICIALLY OWNED BY --------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 1,000 REPORTING PERSON WITH --------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,000 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - ------------------------------------------------------------------------------- 3 ITEM 1. SECURITY AND ISSUER This Amendment No. 1 to Schedule 13D relates to the Common Stock, $.01 par value per share (the "Coherent Common Stock"), of Coherent Communications Systems Corporation, a Delaware corporation ("Coherent"), which has its principal executive offices at 45085 University Drive, Ashburn, Virginia 20147. ITEM 2. IDENTITY AND BACKGROUND This Statement is filed by Tellabs, Inc., a Delaware corporation ("Tellabs"), whose principal business and principal office address is 4951 Indiana Avenue, Lisle, Illinois 60532-1698. Tellabs' principal business is to design, manufacture, market and service voice and data transport and network access systems. During the past five years, Tellabs has neither been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Set forth below are the names, principal occupations and business addresses of the executive officers and directors of Tellabs. With the exception of Jukka Harju, who is a citizen of Finland, each executive officer and director listed below is a citizen of the United States of America. During the past five years, none of the executive officers or directors has either been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Executive Officers of Tellabs: NAME POSITION WITH TELLABS - ---- --------------------- Michael J. Birck* President, Chief Executive Officer and Director, Tellabs, Inc. Page 3 of 7 Pages 4 Charles C. Cooney* Vice President, Sales and Service, Tellabs Operations, Inc. Margaret Maxwell Zagel* Secretary, Tellabs, Inc., and Vice President and General Counsel, Tellabs Operations, Inc. J. Thomas Gruenwald** Vice President, Strategic Resources, Tellabs Operations, Inc. Peter A. Guglielmi** Executive Vice President, Chief Financial Officer and Treasurer, Tellabs, Inc. and Tellabs Operations, Inc. and Director, Tellabs, Inc. Jukka Harju*** Vice President and General Manager, Tellabs Oy; Vice President, Tellabs International, Inc. Brian J. Jackman* President, Tellabs Operations, Inc; Executive Vice President and Director, Tellabs, Inc. J. Peter Johnson** Vice President, Finance and Treasury, Assistant Secretary and Controller, Tellabs, Inc. and Tellabs Operations, Inc. John C. Kohler** Vice President, Manufacturing, Tellabs Operations, Inc. Harvey R. Scull* Vice President, Advanced Business Development, Tellabs Operations, Inc. Richard T. Taylor* Senior Vice President and General Manager, Digital Systems Division, Tellabs Operations, Inc. John E. Vaughan* President, Tellabs International, Inc.; Executive Vice President, Tellabs, Inc.
* The business address of each of these executive officers is 4951 Indiana Avenue Lisle, Illinois 60532-1698. ** The business address of each of these executive officers is 1000 Remington Boulevard, Bolingbrook, Illinois 60440. *** The business address of this executive officer is Sinikalliontie 7, FIN-02630, Espoo, Finland. Directors of Tellabs: - ---------------------
PRINCIPAL OCCUPATION, ADDRESS OF NAME EMPLOYER AND BUSINESS ADDRESS OF DIRECTOR - ---- ----------------------------------------- Michael J. Birck President and Chief Executive Officer of Tellabs, Inc., 4951 Indiana Avenue Lisle, Illinois 60532-1698. John D. Foulkes, Ph.D. Director of Engineering Studies (retired) University of Puget Sound; Professor (retired) University of Washington, 1256 S. Halsey Drive, Coupeville, Washington 98239. Peter A. Guglielmi Executive Vice President, Chief Financial Officer and Treasurer, Tellabs, Inc., and Tellabs Operations, Inc., 1000 Remington Boulevard, Bolingbrook, Illinois 60440.
Page 4 of 7 Pages 5 Brian J. Jackman President, Tellabs Operations, Inc., Executive Vice President, Tellabs, Inc., 4951 Indiana Avenue Lisle, Illinois 60532-1698. Frederick A. Krehbiel Chief Executive Officer and Chairman of the Board, Molex Incorporated, 2222 Wellington Court, Lisle, Illinois 60532. Stephanie Pace Marshall, Ph.D. President, Illinois Mathematics and Science Academy, 1500 W. Sullivan Road, Aurora, Illinois 60506-1000. William F. Souders Chairman and Chief Executive Officer (retired), Emery Air Freight Corporation, formerly Executive Vice President, Xerox Corporation, 100 First Stamford Place, Suite 402, Stamford, Connecticut 06904-2340. Jan H. Suwinski Professor of Strategy and Operations Management-Johnson School, Cornell University; Executive Vice President (retired), Opto-Electronics Group, Corning Incorporated; Chairman (retired) Siecor Corporation, 451 Sheffield Road, Ithaca, New York 14850.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On August 3, 1998, upon consummation of the merger (the "Merger") contemplated by the Agreement and Plan of Merger dated as of February 16, 1998 (the "Merger Agreement") among Tellabs, a wholly-owned subsidiary of Tellabs, and Coherent, Coherent became a wholly-owned subsidiary of Tellabs. Pursuant to the Merger Agreement, each share of Coherent Common Stock outstanding immediately prior to the Effective Time (as defined in the Merger Agreement) of the Merger (other than shares owned by Coherent or its subsidiaries, Tellabs, Sub or any other wholly owned subsidiary of Tellabs, which shares were canceled) was converted into .72 of a share of common stock, $.01 par value per share, of Tellabs ("Tellabs Common Stock"). ITEM 4. PURPOSE OF TRANSACTION Tellabs entered into the Merger Agreement in order to cause Coherent to become a wholly-owned subsidiary of Tellabs upon consummation of the Merger. The Merger became effective on August 3, 1998. Page 5 of 7 Pages 6 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Tellabs became the sole beneficial and record owner of 1,000 shares of Coherent Common Stock (100% of the outstanding shares of Coherent Common Stock) upon effectiveness of the Merger. Except as described above, neither Tellabs nor any person named in Item 2 hereof beneficially owned shares of Coherent Common Stock as of August 3, 1998, or had any transactions in Coherent Common Stock during the preceding 60 days. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER In connection with the execution of the Merger Agreement, in order to induce Tellabs to enter into the Merger Agreement, Safeguard Scientifics, Inc., Daniel L. McGinnis, Lawrence J. Gallick, Warren V. Musser, Charles A. Root and Ernst Volgenau, each of whom, prior to August 3, 1998, was a holder of shares of Coherent Common Stock (the "Original Stockholders"), entered into agreements (the "Stockholder Agreements") with Tellabs obligating them to vote the shares of Coherent Common Stock owned beneficially or of record by them in favor of the Merger. Subsequent to the execution of the Stockholder Agreements, Mr. McGinnis transferred certain of the shares of Coherent Common Stock held by him to each of his three daughters (together with the Original Stockholders, the "Stockholders"), each of whom agreed to be bound by Mr. McGinnis's Stockholder Agreement with respect to the shares of Coherent Common Stock so transferred. On the record date for the meeting of stockholders of Coherent to consider adoption of the Merger Agreement, the Stockholders owned beneficially or of record an aggregate of 6,031,136 shares of Coherent Common Stock (the "Shares"). On May 12, 1998, at a special meeting of the stockholders of Coherent called for the purpose of considering and voting on a proposal to approve and adopt the Merger Agreement, the Stockholders voted the Shares in favor of the approval and adotion of the Merger Agreement. Upon effectiveness of the Merger, the Shares were converted into the right to receive shares of Tellabs Common Stock pursuant to the Merger Agreement. Upon the effectiveness of the Merger on August 3, 1998, the Stockholders ceased to own the Shares and the Shares ceased to be outstanding. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Not Applicable (previously filed). Page 6 of 7 Pages 7 SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: August 10, 1998 TELLABS INC. By: /s/ Margaret Maxwell Zagel -------------------------- Margaret Maxwell Zagel Secretary Page 7 of 7 Pages -----END PRIVACY-ENHANCED MESSAGE-----