-----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, R7zZVtDoOWl1P3XqSVPmmUNCtlqiJw7FB0A1xDloubWbuIjUmeuUuQTLzL69MPmP gnqwkXR0cmoZRgQe5gUX2A== 0000003721-97-000006.txt : 19970430 0000003721-97-000006.hdr.sgml : 19970430 ACCESSION NUMBER: 0000003721-97-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19970429 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLEN GROUP INC CENTRAL INDEX KEY: 0000003721 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 380290950 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06016 FILM NUMBER: 97589902 BUSINESS ADDRESS: STREET 1: 25101 CHAGRIN BLVD # 350 CITY: BEACHWOOD STATE: OH ZIP: 44122-5619 BUSINESS PHONE: 2167655818 8-K 1 -4- CONFORMED COPY 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) April 17, 1997__ ALLEN TELECOM INC. (Exact name of Registrant as specified in charter) Delaware 1-6016 (38-0290950) (State of Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No. 25101 Chagrin Boulevard, Beachwood, Ohio 44122-5619 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code 216/765-5818 THE ALLEN GROUP INC. (Former Name or Former Address, if Changed Since Last Report) Exhibit Index is on page 4 of this Report. Page 1 of 6 pages. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits (99) News Release dated April 17, 1997 Item 9. Sales of Equity Securities Pursuant to Regulation S On April 17, 1997, Allen Telecom Inc., through its wholly owned French subsidiary, Allen Telecom (France), S.A., acquired 6,200 shares of Telia S.A., located in France, representing 62% of the outstanding capital of Telia. The remaining shares of Telia are subject to put and call options, which provide for a purchase price based upon future operating results. As part of the acquisition, the sellers received a total of 28,375 shares of common stock, par value $1.00 per share, of Allen Telecom Inc. (the "Shares"), which represented about 20% of the purchase price. The Shares were issued pursuant to Regulation S, promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended. The remaining 80% of the purchase price was paid in cash. A press release dated April 17, 1997, announcing the acquisition of Telia by Allen, is filed as Exhibit 99 to this Report and is incorporated herein by reference. 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. ALLEN TELECOM INC. (Registrant) By: /s/ McDara P. Folan, III McDara P. Folan, III Vice President, Secretary and General Counsel Date: April 29, 1997 ALLEN TELECOM INC. EXHIBIT INDEX Exhibit Number Page 99 Press Release dated April 17, 1997 . . . . . . . 5 Exhibit 99 FOR IMMEDIATE RELEASE ALLEN TELECOM ANNOUNCES ACQUISITION OF TELIA Beachwood, Ohio, April 17, 1997 -- Allen Telecom Inc. and Telia S. A. of Bordeaux, France announced Allen's acquisition of a majority stake in the company for a combination of cash and stock. Telia, with sales in excess of $5 million, is a manufacturer of power amplifiers for the wireless communications industry. Their products range from inexpensive, low power, amplifiers to Class A-B, high power, multichannel, highly linear, power amplifiers utilizing feed forward and other correction techniques. Allen purchased 62% of the stock of Telia with the remaining shares being left in the hands of the three senior executives and principal shareholders. The remaining shares are subject to put and call options, which provide for a purchase price based upon future operating results. Robert G. Paul, President and CEO of Allen Telecom, says, "Telia is the kind of company that fits very nicely with Allen Telecom. Its technology has a wide variety of uses as stand-alone products for the wireless communications industry and can be an important ingredient in a number of current and future Allen Telecom products as well. Three of Allen's divisions are already customers of Telia. The ability to add this high-level technology to our core competencies and then leverage it, is a key to a successful acquisition and is consistent with our stated long-term strategy and objectives." Jack Powell, General Manager of Telia, commented, "Allen Telecom represents an ideal environment within which Telia can continue its excellent growth and build towards a higher level of geographic and market penetration. Having access to Allen Telecom's worldwide sales organization is a key ingredient to our future. We have known Allen Telecom for a number of years as a customer and have watched its significant growth and admire its ability to assimilate and nurture other recent acquisitions." The acquisition was completed on April 17. Telia's operating results will be included with Allen's second quarter 1997 financial reports. Statements included in this news release which are not historical in nature are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Allen's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q contain certain detailed factors that could cause the Company's actual results to materially differ from forward-looking statements made by the Company. Allen Telecom Inc. (NYSE symbol - ALN) is a leading supplier to the worldwide two-way wireless communications marketplace of systems expansion products, site management products and antennas and provides frequency planning, system engineering services and software design programs to current and emerging wireless markets. ( 30 ) For further information contact: Robert A. Youdelman 216/765-5820 http://www.allentelecom.com -----END PRIVACY-ENHANCED MESSAGE-----