-----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, Vxo/ZpGEMM5DC18T9014eZkZC7cYtzgjjSM1ueav8yUb6AW3dhb2d8TFbRRU3oWO ldj5BGN+UqDsBBocnLu/AA== 0001157523-05-005872.txt : 20050705 0001157523-05-005872.hdr.sgml : 20050704 20050701173212 ACCESSION NUMBER: 0001157523-05-005872 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050701 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050705 DATE AS OF CHANGE: 20050701 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: 05934215 BUSINESS ADDRESS: STREET 1: 781 THIRD AVE CITY: KING OF PRUSSIA STATE: PA ZIP: 19406-1409 BUSINESS PHONE: 6108787800 MAIL ADDRESS: STREET 1: 781 THIRD AVE CITY: KING OF PRUSSIA STATE: PA ZIP: 19406-1409 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL MOBILE MACHINES CORP DATE OF NAME CHANGE: 19920703 8-K 1 a4923401.txt INTERDIGITAL COMMUNICATIONS CORPORATION, 8-K 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 earliest event reported): July 1, 2005 -------------- InterDigital Communications Corporation (Exact name of registrant as specified in its charter) Pennsylvania 1-11152 23-1882087 (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 781 Third Avenue, King of Prussia, Pennsylvania 19406-1409 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: 610-878-7800 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: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ Item 8.01. Other Events. Attached as an exhibit to this Current Report on Form 8-K is a press release issued by InterDigital Communications Corporation (the "Company") on July 1, 2005, announcing that the Company has received the Final Award in the arbitration proceeding with Nokia Corporation. A copy of the press release is incorporated herein and is attached hereto as Exhibit 99.1. Item 9.01. Financial Statements and Exhibits. (c) Exhibits. The following exhibit is filed with this report: Exhibit 99.1 - Press release dated July 1, 2005. 2 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. INTERDIGITAL COMMUNICATIONS CORPORATION By: /s/ R.J. Fagan ------------------------------------ Richard J. Fagan Chief Financial Officer Date: July 1, 2005 3 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press release dated July 1, 2005 4 EX-99.1 2 a4923401ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 InterDigital Receives Final Award in Arbitration Proceeding with Nokia Corporation KING OF PRUSSIA, Pa.--(BUSINESS WIRE)--July 1, 2005--InterDigital Communications Corporation (Nasdaq:IDCC), a leading designer, developer and provider of wireless technology and product platforms, today announced that the Arbitral Tribunal operating under the auspices of the International Court of Arbitration of the International Chamber of Commerce (ICC) has delivered its Final Award in the arbitration proceeding between InterDigital Communications Corporation, InterDigital Technology Corporation (ITC), one of the company's wholly-owned subsidiaries, and Nokia Corporation (Nokia). The Tribunal has established royalty rates which are applicable to Nokia's sales of covered products for the period beginning January 1, 2002 through December 31, 2006 and reflect Nokia's leading market position. Based on the royalty rates established by the Tribunal, InterDigital estimates that Nokia's royalty obligations for covered infrastructure and handset sales from January 1, 2002 through December 31, 2003 will be approximately $112 million. In addition, InterDigital estimates that royalty obligations for covered infrastructure and handset sales for the period January 1, 2004 through December 31, 2006 will be in the range of $120 million to $140 million depending upon whether Nokia avails itself of a prepayment option for the eighteen month period from July 1, 2005 through December 31, 2006. The above amounts are exclusive of awarded interest, net of any applicable contractual discount and based on Nokia achieving sales volume that entitles Nokia to obtain the lowest applicable royalty rate. Estimates of post-2003 royalty obligations are based on third party and InterDigital's estimates of Nokia's sales of covered products for the applicable periods and InterDigital's assumptions as to market forecasts and Nokia's sales mix, selling prices and market share. The Final Award relates to Nokia's royalty obligations on its worldwide sales of 2G GSM/TDMA and 2.5G GSM/GPRS/EDGE products under its existing patent license agreement with ITC. The company expects to recognize revenue associated with the Final Award after all criteria for revenue recognition have been met. "We are pleased with the Tribunal's decision," said Harry G. Campagna, InterDigital's Chairman of the Board. "I would like to thank the many talented people both inside InterDigital and outside the company who remained steadfast in their resolve and tireless in their support of this effort." William J. Merritt, InterDigital's President and Chief Executive Officer, added, "While Nokia maintained a very aggressive position in this matter, we are hopeful that Nokia will comply with its contractual requirements and pay past and future amounts owed. Nonetheless, to enforce the ICC's decision, today we filed an action against Nokia in the U.S. District Court for the Southern District of New York." InterDigital continues to be a party to an arbitration proceeding with Samsung Electronics Co., Ltd. (Samsung) with the evidentiary hearing scheduled to commence in October 2005. In 2002, Samsung exercised its most favored licensee rights under its patent license agreement with InterDigital and elected to have its royalty obligations be defined by the terms of the Nokia Patent License Agreement. The company is currently reviewing the impact of the Final Award on the Samsung patent license agreement, but believes that it should have a significant impact on Samsung's royalty obligations. InterDigital will host a conference call on Tuesday, July 5, 2005 at 8:00 a.m. Eastern Daylight Time, to discuss the Final Award and its impact on the Company. To access the conference call within the U.S., please dial 1-800-289-0569. International participants may access the call by dialing 1-913-981-5542. Please dial in to the call by 7:50 a.m. Eastern Daylight Time on July 5, 2005 and ask the operator for the InterDigital conference call. InterDigital also will provide access to the call on its web site at: www.interdigital.com. The company encourages participants to take advantage of the Internet option if possible. For the Internet broadcast, click on the microphone icon next to "Live Web Cast" on the Home Page and you will link to the web cast. In preparation for the web cast, InterDigital recommends that you complete the Pre-Event System Test. In addition, a replay of the conference call will be available for one week after completion of the call. To access the recorded replay, dial 1-888-203-1112 and use the confirmation code 1690544. International participants may access the replay by dialing 1-719-457-0820 and using the confirmation code 1690544. A replay of the conference call also will be available on the company's web site. About InterDigital InterDigital designs, develops and provides advanced wireless technologies and products that drive voice and data communications. The company offers technology and product solutions for wireless applications that deliver time-to-market, performance and cost benefits, as well as product differentiation advantages to its commercial and government/military customers. InterDigital has a strong portfolio of patented technologies covering 2G, 2.5G, 3G and 802 standards, which it licenses worldwide. For more information, please visit InterDigital's web site: www.interdigital.com. InterDigital is a registered trademark of InterDigital Communications Corporation. This press release contains forward-looking statements regarding our current beliefs, plans, and expectations as to the receipt, amount and calculation of past and future royalty obligations of Nokia under the Final Award, and the effect of the Final Award on the royalty obligations under the Samsung patent license agreement. Words such as "believe", "expect", "may", "could" or similar expressions are intended to identify such forward-looking statements. Forward-looking statements are subject to risks and uncertainties, and actual outcomes could differ materially from those expressed in or anticipated by such forward-looking statements due to a variety of factors including, without limitation, those contained herein and: (i) InterDigital's interpretation of and Nokia's compliance with the Final Award; (ii) adjustments in the estimated and actual amounts of sales of Nokia covered products derived from InterDigital or third party data or assumptions, or inaccuracies in sales figures supplied during the Nokia arbitration; (iii) the company's application of an available prepayment option; (iv) unanticipated results in enforcement proceedings relating to the Final Award; and (v) application of the terms of the Final Award to the Samsung patent license. InterDigital undertakes no duty to update any forward-looking statements, whether as a result of new information, future events or otherwise. CONTACT: InterDigital Communications Corporation Janet Point, 610-878-7800 janet.point@interdigital.com -----END PRIVACY-ENHANCED MESSAGE-----