-----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, VXWDfBjc2x5i0uMU3GBhSTxgJLCU/cMK7MgwFSZP2VfCB99p0KuLbI+46W4ElxVU 7DF7X0KpUzdBFAXQ0/9Xhg== 0000950152-03-002489.txt : 20030303 0000950152-03-002489.hdr.sgml : 20030303 20030228194354 ACCESSION NUMBER: 0000950152-03-002489 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030228 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030303 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLEN TELECOM 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: 03587920 BUSINESS ADDRESS: STREET 1: 25101 CHAGRIN BLVD # 350 CITY: BEACHWOOD STATE: OH ZIP: 44122-5619 BUSINESS PHONE: 2167655818 FORMER COMPANY: FORMER CONFORMED NAME: ALLEN GROUP INC DATE OF NAME CHANGE: 19920703 8-K 1 l99406ae8vk.txt ALLEN TELECOM INC. 8-K 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: February 28, 2003 ---------------------------- (Date of earliest event reported: February 18, 2003) ALLEN TELECOM INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 1-06016 38-0290950 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 25101 Chagrin Boulevard, Beachwood, Ohio 44122 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: 216/765-5800 --------------------------- Not Applicable - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS. On February 18, 2003, Allen Telecom Inc. (the "Company") announced the signing of a definitive agreement under which Andrew Corporation will acquire the Company in a stock-for-stock transaction. The foregoing description of the transaction is qualified in its entirety by reference to the full text of the press release issued by the Company, a copy of which has previously been filed and is incorporated herein by reference. In light of its agreement with Andrew, the Company announced on February 28, 2003 that it will postpone until further notice the annual meeting of the stockholders of the Company originally scheduled to be held April 29, 2003. A copy of the press release relating thereto is filed herewith as Exhibit 99.2 and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits: -------- Number Exhibit ------ ------- 99.1 Press release, dated February 18, 2003 (previously filed as Exhibit 99.1 to the Company's Current Report on Form 8-K filed February 18, 2003, and incorporated herein by reference) 99.2 Press release, dated February 28, 2003 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. By: /s/ Laura C. Meagher ------------------------------------ Name: Laura C. Meagher Title: General Counsel and Secretary Dated: February 28, 2003 INDEX TO EXHIBITS ----------------- NUMBER EXHIBIT ------ ------- 99.1 Press release, dated February 18, 2003 (previously filed as Exhibit 99.1 to the Company's Current Report on Form 8-K filed February 18, 2003, and incorporated herein by reference) 99.2 Press release, dated February 28, 2003 EX-99.2 3 l99406aexv99w2.txt EXHIBIT 99.2 EXHIBIT 99.2 [ALLEN TELECOM LETTERHEAD] [ALLEN TELECOM LOGO] NEWS RELEASE FOR IMMEDIATE RELEASE ALLEN TELECOM INC. POSTPONES ITS PREVIOUSLY SCHEDULED ANNUAL MEETING OF STOCKHOLDERS BEACHWOOD, OHIO, February 28, 2003 - Allen Telecom Inc. (NYSE: ALN) today announced that it has postponed its upcoming annual meeting of stockholders until further notice in light of its February 17, 2003 agreement with Andrew Corporation under which Andrew will acquire Allen in a stock-for-stock transaction. Allen's annual meeting of stockholders was scheduled to occur on April 29, 2003. Allen Telecom Inc. (http://www.allentele.com) is a leading supplier of wireless equipment to the global telecommunications infrastructure market. FOREM supplies sophisticated filters, duplexers, combiners, amplifiers and microwave radios to an array of OEM customers. MIKOM focuses on providing indoor and outdoor repeaters, in-building multi-band optical repeater systems and other products that enhance both the coverage and the capacity of a wireless system. Tekmar Sistemi provides integrated low power fiber optic and cable distributed antenna systems for indoor coverage systems. Decibel Products and Antenna Specialists manufacture land based and mobile antennas in frequency bands that cover all of the traditional wireless networks and third generation (3G) air interfaces. Grayson Wireless supplies network-based wireless caller geolocation systems for E911 and value added services, as well as measurement and signal processing systems for testing the performance of a wireless network. Comsearch offers program management, network planning, engineering, development and installation of wireless networks worldwide. FOR FURTHER INFORMATION CONTACT: DIANNE B. MCCORMICK Director, Investor Relations (216) 765-5855 (phone) (216) 765-0375 (fax) Dianne_McCormick@allentele.com -----END PRIVACY-ENHANCED MESSAGE-----