-----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, Qt+htH1yWU4w5UWbElBiWqYkiGuUVVRooQnmwZCN1qj/xDLY3HYTlG60DXbCzqKJ PwbUeXwm9b9vINh8Au1FNQ== 0001157523-06-012415.txt : 20061228 0001157523-06-012415.hdr.sgml : 20061228 20061228133848 ACCESSION NUMBER: 0001157523-06-012415 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061222 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061228 DATE AS OF CHANGE: 20061228 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: 1206 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11152 FILM NUMBER: 061302296 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 a5301003.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): December 22, 2006 -------------- InterDigital Communications Corporation (Exact name of registrant as specified in its charter) Pennsylvania 1-11152 23-1882087 (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) Identification No.) 781 Third Avenue, King of Prussia, PA 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. (a) On December 28, 2006, InterDigital Communications Corporation issued a press release announcing certain corporate matters, including an approval by its Board of Directors to increase the Company's program to repurchase shares of its publicly traded common stock. A copy of the related press release is attached hereto as Exhibit 99.1. Item 9.01. Financial Statements and Exhibits. (c) Exhibits 99.1 Press release dated December 28, 2006. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. INTERDIGITAL COMMUNICATIONS CORPORATION By: /s/ Richard Fagan ------------------------------------------------ Richard Fagan Chief Financial Officer Dated: December 28, 2006 EXHIBIT INDEX Exhibit No. Description - ---------- ----------- 99.1 Press release dated December 28, 2006 EX-99.1 2 a5301003ex99_1.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 InterDigital's Board of Directors Increases Share Repurchase Program to $350 Million KING OF PRUSSIA, Pa.--(BUSINESS WIRE)--Dec. 28, 2006--InterDigital Communications Corporation (NASDAQ: IDCC) announced today that its Board of Directors has approved the expansion of its current share repurchase program from $200 million to $350 million. The Board based the higher authorization amount upon strong positive cash flow generated in 2006 as well as anticipated high levels of free cash flow in 2007. Under the current $200 million repurchase program, the company has repurchased 6.4 million shares for $187 million as of December 27, 2006. "Our business continues to generate substantial free cash flow. Indeed, in first quarter 2007, in addition to expected payments related to current royalties, we anticipate receipt of either scheduled license fee payments or new pre-payments totaling approximately $120 million from existing patent licensees," commented William J. Merritt, InterDigital's President and Chief Executive Officer. "These high levels of free cash flow allow us to build shareholder value in three ways: the advancement of our internal modem product development in support of product launch targeted for the fall of 2007, acquisitions of technology, and significant share repurchases." "Since 2003, InterDigital has invested substantial amounts in research and product development, funded complementary acquisitions of patents and technologies and expended nearly $300 million repurchasing approximately 11 million shares, or approximately 18% of diluted shares. Our high level of share repurchases in recent years together with this expansion of our current program reflects both our confidence in our ability and our commitment to enhance shareholder value," said Richard Fagan, InterDigital's Chief Financial Officer. "In addition, we plan to initiate steps in 2007 to help reduce our weighted average cost of capital and further enhance shareholder value by introducing prudent levels of debt to our capital structure." Pursuant to the repurchase program, shares may be purchased from time-to-time, through open market purchases, pre-arranged trading plans or privately negotiated transactions. The amount and timing of purchases will be based on a variety of factors, including potential share repurchase price, cash requirements, acquisition opportunities, strategic investments and other market and economic factors. About InterDigital InterDigital Communications Corporation designs, develops and provides advanced wireless technologies and products that drive voice and data communications. InterDigital is a leading contributor to the global wireless standards and holds a strong portfolio of patented technologies which it licenses to manufacturers of 2G, 2.5G, 3G and 802 products worldwide. Additionally, the company offers baseband product solutions and protocol software for 3G multimode terminals and converged devices. InterDigital's differentiated technology and product solutions deliver time-to-market, performance and cost benefits. For more information, please visit InterDigital's web site: www.interdigital.com. This press release contains forward-looking statements regarding our current beliefs and expectations as to: levels of free cash flow in 2007, payments related to current royalties and receipt of either scheduled license fee payments or new pre-payments, our ability to build shareholder value, a fall 2007 product launch, and our plans to reduce our average cost of capital. Forward-looking statements are subject to risks and uncertainties. Actual outcomes could differ materially from those expressed in or anticipated by such forward-looking statements due to a variety of factors including, but not limited to, delays in the receipt of expected payments from our licensees, our ability to enter into new license agreements, the market price of shares of the company's common stock, other unexpected business demands for cash, acquisitions and other strategic investment opportunities, general market and economic conditions, unexpected delays in our product development program, and the ability to obtain debt on favorable terms. InterDigital is a registered trademark of InterDigital Communications Corporation. CONTACT: InterDigital Communications Corporation Media: Jack Indekeu, +1 610-878-7800 jack.indekeu@interdigital.com or Investors: Janet Point, +1 610-878-7800 janet.point@interdigital.com -----END PRIVACY-ENHANCED MESSAGE-----