-----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, TU75EsLGqMHJdOtFCH7UPwyU0SzkFGpCqSlKUFuyqxajwX0w5Og/Q4qlalsnr7Gx tQnfcaqjAAVH6LEH0Bix7Q== 0000950153-05-000482.txt : 20050309 0000950153-05-000482.hdr.sgml : 20050309 20050309171559 ACCESSION NUMBER: 0000950153-05-000482 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050304 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050309 DATE AS OF CHANGE: 20050309 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTER TEL INC CENTRAL INDEX KEY: 0000350066 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 860220994 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10211 FILM NUMBER: 05670088 BUSINESS ADDRESS: STREET 1: 1615 S. 52ND STREET STREET 2: . CITY: TEMPE STATE: AZ ZIP: 85281 BUSINESS PHONE: 480-449-8900 MAIL ADDRESS: STREET 1: 1615 S. 52ND STREET STREET 2: . CITY: TEMPE STATE: AZ ZIP: 85281 8-K 1 p70343e8vk.htm 8-K e8vk
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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)

March 4, 2005


INTER-TEL, INCORPORATED

(Exact name of registrant as specified in its charter)
         
Arizona   01-10211   86-0220994
         
(State or other jurisdiction of
incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

1615 S. 52nd Street
Tempe, Arizona 85281

(Address of principal executive offices, including zip code)

(480) 449-8900
(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

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Item 7.01. Regulation FD Disclosure.
Item 8.01. Other Events
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
Exhibit 99.1


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Item 7.01. Regulation FD Disclosure.

     On March 9, 2005, the Company issued a Press Release announcing Inter-Tel’s completion of an acquisition previously announced on January 21, 2005. The full text of this Press Release is attached to this Current Report as Exhibit 99.1. Pursuant to General Instruction B.2 of Form 8-K, this exhibit is not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, but is instead “furnished” pursuant to that instruction.

Item 8.01. Other Events

     On March 4, 2005, Inter-Tel, Inc. (the “Company”) completed its acquisition of the entire share capital of Lake Communications Limited, Lake Datacomms Limited, Lake Electronic Technologies Limited, Fernway Limited and Winbay Pty Limited (collectively, the “Lake Companies”) for a purchase price of approximately $28 million in cash, subject to adjustment, with up to an additional $17.6 million in cash payable upon the achievement of certain operating performance targets measured from February 28, 2005 and through the first eighteen (18) months thereafter.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

         
Exhibit No.   Description
  99.1    
Press Release dated as of March 9, 2005 (furnished pursuant to Item 7.01)

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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.
         
  Inter-Tel, Incorporated
 
 
  By:   /s/John L. Gardner    
    John L. Gardner   
    Senior Vice President and General Counsel   
 

Date: March 9, 2005

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EX-99.1 2 p70343exv99w1.htm EXHIBIT 99.1 exv99w1
 

EXHIBIT 99.1

INTER-TEL Finalizes Deal to Purchase LAKE Communications

March 9, 2005, Tempe, Arizona- Inter-Tel LAKE Ltd, a wholly owned Irish subsidiary of Inter-Tel Incorporated (NASD: INTL) executed an agreement closing the transaction for the purchase of 100% of the issued share capital of LAKE Communications Limited and certain affiliated entities for approximately $28 million, plus an earn-out of up to $17.6 million based upon certain targets relating to operating results for LAKE through the first eighteen months following the closing date of the transaction. The transaction closed out of escrow on March 4, 2005 upon the release from escrow of closing documentation.

LAKE, based in Dublin, Ireland, is a provider of small office converged communications solutions that include data router, firewall, business communication system and voice mail with auto attendant to the under 40 user market. LAKE designs and develops its products for sale through a distribution network of telecom operators and distributors in Europe and Australia, as well as the EncoreCX® product currently being distributed by Inter-Tel in the United States.

“LAKE has been successful in designing and distributing small office solutions and products both domestically and through international distribution,” stated Jeff Ford, Inter-Tel chief technology officer. “Their products will complement the Inter-Tel product portfolio allowing us to further service our customers.”

“LAKE will strive to build our position in the small-business market. I anticipate that Inter-Tel’s financial and technological strengths will assist us in the rollout of new products to our customers,” said Anthony Bermingham CEO of LAKE.

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding the products of Inter-Tel and LAKE complementing each other allowing us to further service our customers and rolling out of new products more quickly. Such statements are based on current assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially from our current expectations. These risks and uncertainties include, but are not necessarily limited to, the timely and successful integration of the combined business operations; retention of personnel, existing distributors and customers; the potential impact of industry, competitive and technological changes, including customer reaction to the agreement; dependence on new product development; market acceptance of new products; and product defects. For a further list and description of such risks and uncertainties, please see Inter-Tel’s previously filed SEC reports, including Inter-Tel’s Annual Report on Form 10-K filed with the SEC on March 15, 2004 and Inter-Tel’s Form 10-Q filed with the SEC on November 5, 2004. Inter-Tel disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

About Inter-Tel, Incorporated

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Inter-Tel (Nasdaq: INTL — news) offers value-driven communications products; applications utilizing networks and server-based communications software; and a wide range of managed services that include voice and data network design and traffic provisioning, custom application development, and financial solutions packages. An industry-leading provider focused on the communication needs of business enterprises, Inter-Tel employs over 2,000 communications professionals, and services business customers through a network of 59 company-owned, direct sales offices and over 350 authorized providers in North America, Europe, Japan and South Africa. More information is available at www.inter-tel.com

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