-----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, SweR0r49tCjSVFmAXR1czvt+EKqzNKXJ8GYCdIz7ZoCpfrk6sm6GLhtkIGnMO4Xd Tm+HwPG5ODJUZnGTFSakSw== 0000950115-96-001184.txt : 19960820 0000950115-96-001184.hdr.sgml : 19960820 ACCESSION NUMBER: 0000950115-96-001184 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960816 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960819 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERDIGITAL COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000354913 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 231882087 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11152 FILM NUMBER: 96617716 BUSINESS ADDRESS: STREET 1: 2200 RENAISSANCE BLVD STE 105 CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 BUSINESS PHONE: 6102787800 MAIL ADDRESS: STREET 1: 2200 RENAISANCE BLVD STE 105 STREET 2: 2200 RENAISANCE BLVD STE 105 CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL MOBILE MACHINES CORP DATE OF NAME CHANGE: 19920703 8-K 1 CURRENT REPORT 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): August 16, 1996 InterDigital Communications Corporation (Exact name of registrant as specified in its charter) Pennsylvania 0-10797 23-1882087 (State or other jurisdiction (Commission (IRS Employer of incorporation) File No.) Identification No.) 781 Third Avenue King of Prussia, Pennsylvania 19406-1409 Registrant's telephone number including area code: (610) 878-7800 Page 1 of 5 Exhibit Index on Page 4. Item 5. Other Events On August 16, 1996, InterDigital Communications Corporation ("InterDigital") entered into an Agreement and Plan of Merger (the "Plan of Merger") with InterDigital Patents Corporation ("IPC"), an approximately 94%-owned subsidiary of InterDigital, and IP Acquisition Corporation ("MergerCo"), a wholly-owned subsidiary of InterDigital, providing for the merger of MergerCo with and into IPC (the "Merger") and the issuance of InterDigital common stock to the shareholders of IPC in exchange for their IPC common stock. Upon completion of the Merger, IPC will be a wholly-owned subsidiary of Interdigital. At the effective time of the Merger each outstanding share of IPC common stock, par value $.001 per share, other than shares of IPC common stock held by InterDigital, and other than shares of IPC common stock held by stockholders who perfect their appraisal rights under Delaware law, will be converted into that number of shares of InterDigital common stock equal to (i) $7.33 divided by (ii) the average closing price per share of InterDigital common stock as reported by the American Stock Exchange for the 30 calendar days ending on the last trading day prior to the date the Registration Statement on Form S-4 relating to the Merger is declared effective by the Securities and Exchange Commission (the "Merger Consideration"). The consummation of the Merger is conditioned on the approval of InterDigital as the majority stockholder of IPC and the sole stockholder of MergerCo and the satisfaction of certain conditions. A Registration Statement on Form S-4 to register the shares of InterDigital's common stock that will be issued as Merger Consideration has not yet been filed with the Securities and Exchange Commission. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits Sequentially Numbered Page ------------- A Press Release dated 5 August 16, 1996 2 SIGNATURES Pursuant to the requirement of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. INTERDIGITAL COMMUNICATIONS CORPORATION By: /s/ William A. Doyle --------------------------------- William A. Doyle President Date: August 16, 1995 3 EXHIBIT INDEX Sequentially Numbered Page ------------- A Press Release dated 5 August 16, 1996 4 EX-99.A 2 PRESS RELEASE EXHIBIT A PRESS RELEASE August 16, 1996 KING OF PRUSSIA, PA -- InterDigital Communications Corporation ("InterDigital") (ASE: IDC) (August 16, 1996) today announced that it has entered into an Agreement and Plan of Merger (the "Plan of Merger") with InterDigital Patents Corporation ("IPC"), an approximately 94%-owned subsidiary of InterDigital and IP Acquisition Corporation, a wholly-owned subsidiary of InterDigital ("MergerCo"), providing for the merger of MergerCo with and into IPC (the "Merger") and the issuance of InterDigital common stock to the shareholders of IPC in exchange for their IPC common stock. Upon completion of the Merger, IPC will be a wholly-owned subsidiary of Interdigital. At the effective time of the Merger each outstanding share of IPC common stock, par value $.001 per share, other than shares of IPC common stock held by InterDigital, and other than shares of IPC common stock held by stockholders who perfect their appraisal rights under Delaware law, will be converted into that number of shares of Common Stock of InterDigital equal to (i) $7.33 divided by (ii) the average closing price per share of InterDigital common stock as reported by the American Stock Exchange for the 30 calendar days ending on the last trading day prior to the date the Registration Statement on Form S-4 relating to the Merger is declared effective by the Securities and Exchange Commission (the "Merger Consideration"). The consummation of the Merger is conditioned on the approval of InterDigital as the majority stockholder of IPC and the sole stockholder of MergerCo and the satisfaction of certain conditions. A Registration Statement on Form S-4 to register the shares of InterDigital's common stock that will be issued as Merger Consideration has not yet been filed with the Securities and Exchange Commission. Offers of securities may only be made by means of a prospectus to be included in the registration statement. No securities may be sold, nor may offers to buy be accepted, prior to the time at which such a registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities, in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state. 5 -----END PRIVACY-ENHANCED MESSAGE-----