-----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, MKS+EaE3fimOxEGrLmW8rSrY1Hw+KeuLMPg7otjWH4Vskf9GXdufBe8FWvxrJyGP /xlu12eFGIvwoaAFAnZimQ== 0001047469-98-034741.txt : 19980917 0001047469-98-034741.hdr.sgml : 19980917 ACCESSION NUMBER: 0001047469-98-034741 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980916 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980916 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADC TELECOMMUNICATIONS INC CENTRAL INDEX KEY: 0000061478 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 410743912 STATE OF INCORPORATION: MN FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-01424 FILM NUMBER: 98710499 BUSINESS ADDRESS: STREET 1: 12501 WHITEWATER DR. CITY: MINNETONKA STATE: MN ZIP: 55343- BUSINESS PHONE: 6129388080 MAIL ADDRESS: STREET 1: 4900 W 78TH ST CITY: MINNEAPOLIS STATE: MN ZIP: 55435 FORMER COMPANY: FORMER CONFORMED NAME: MAGNETIC CONTROLS CO DATE OF NAME CHANGE: 19850605 8-K 1 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 (Date of earliest event reported): September 16, 1998 ADC TELECOMMUNICATIONS, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Minnesota 0-1424 41-0743912 -------------------------------- ------------- ------------------ (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 12501 Whitewater Drive, Minnetonka, Minnesota 55343 ---------------------------------------------- ----------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (612) 938-8080 Not Applicable -------------------------------------------------------------- (Former name or former address, if changed since last report.) Item 5. OTHER EVENTS. ADC Telecommunications, Inc. ("ADC") announced today that it has executed a definitive agreement with Teledata Communications Ltd. ("Teledata") pursuant to which ADC will pay $15.75 per share or approximately $200 million in cash for all of Teledata's outstanding shares of stock and to convert outstanding Teledata stock options into ADC common stock options. The transaction is expected to close by the end of 1998. See Exhibit 99.1 attached hereto. Item 7. Financial Statements and Exhibits (c) Exhibits: 99.1 Press release, dated September 16, 1998 SIGNATURE 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. Dated: September 16, 1998 ADC TELECOMMUNICATIONS, INC. By /s/Robert E. Switz --------------------- Robert E. Switz Senior Vice President and Chief Financial Officer -2- EXHIBITS INDEX
Exhibit No. Page - ----------- ---- 99.1 Press Release, dated September 16, 1998................... 4
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EX-99.1 2 EXHIBIT 99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACTS: ADC TELECOMMUNICATIONS Mark Borman, Investor Relations (612) 946-3338 Lynne High, Marketing Communications (612) 946-3160 TELEDATA COMMUNICATIONS Shmuel Arvatz, CFO 972-9-9591-410 Marilena Michaelidou (212) 983-1702 ADC TELECOMMUNICATIONS TO ENTER BROADBAND DLC MARKET WITH ACQUISITION OF TELEDATA COMMUNICATIONS ACQUISITION MEETS THREE STRATEGIC OBJECTIVES FOR ADC MINNEAPOLIS, MINN. AND HERZLIA, ISRAEL -- SEPTEMBER 16, 1998 -- ADC Telecommunications, Inc. (Nasdaq: ADCT; www.adc.com) and Teledata Communications Ltd. (Nasdaq: TLDCF; www.teledata.co.il) today announced that ADC has agreed to pay $15.75 per share or approximately $200 million in cash for all of Teledata's outstanding shares of stock and to convert outstanding Teledata stock options into ADC common stock options. A definitive agreement has been executed and the transaction is expected to close by the end of 1998, subject to certain conditions including, among others, Teledata shareholder approval, judicial approval and receipt of necessary governmental consents. At the closing of the transaction, ADC expects to take a one-time charge for purchased research and development expense of which the amount has not yet been determined. Teledata, based in Herzlia, Israel, is a leading global supplier of mid-sized digital loop carrier (DLC) systems (from 60 to 960 access lines), which is an area defined by some analysts as the fastest growing segment of the DLC market. Teledata has a broad range of customers in the international market, with particular strength in Europe, the Middle East, South Africa, Australia -4- and Latin America. The acquisition of Teledata provides ADC with immediate leverage in those markets and speeds progress toward ADC's goal to grow international sales to 30% of total sales from 21% today. Teledata had revenues of US $69 million in the twelve months ended June 30, 1998 and has approximately 325 employees. "Our acquisition of Teledata meets three important strategic objectives for ADC," said William J. Cadogan, chairman and chief executive officer of ADC Telecommunications. "First, it provides ADC with a springboard from which to further strengthen our broad offering of local loop technologies for a strategically important segment of the last-mile telecommunications network - the digital loop carrier market. Second, we obtain new distribution channels as well as fiber, copper and wireless telecommunications products to increase our international sales. And third, we now have a platform from which we can develop a broadband digital loop carrier system for both the U.S. and international markets using the voice, video and Internet/data technologies we have in our current portfolio and under development." "We are pleased to join forces with ADC Telecommunications in bringing worldwide solutions that enable service providers to offer high-speed, integrated voice, video and Internet/data services in the last mile of the telecommunications network," said Joseph Atsmon, Teledata's chief executive officer. "ADC's strong technology portfolio and global sales network will help leverage the growth potential of Teledata's digital loop carrier platform to expand further internationally and accelerate its entrance into the U.S. market." Mr. Cadogan added, "We are especially impressed with the technology and knowledge base that Teledata's research and development teams possess. Israel has emerged as a center of technological innovation. We look forward to working together in developing broadband digital loop carriers that will bring faster, cost-effective solutions to both the U.S. and international markets." By 2001, the number of subscribers connecting to telecommunications services over DLC systems is expected to double from 1997 levels. Traditional DLCs are narrowband transmission -5- systems in the local loop that transport voice signals. Broadband DLC systems will soon be delivering not only voice, but high-speed Internet/data and video services over fiber lines from a provider's central office to a remote neighborhood site where the service is transitioned to copper wires, coaxial cables or wireless systems for delivery to the end user. Service providers are expected to deploy new broadband DLCs to offer more high-speed, digital services than currently available using traditional DLCs and copper wire networks. Internationally, the market potential for DLCs is greater than in the U.S. as low tele-density countries are adding infrastructure. ADC TELECOMMUNICATIONS, INC. is a leading global supplier of voice, video and data systems for telephone, cable television, Internet, broadcast, wireless and private communications networks. ADC's systems enable local access and high-speed transmission of communications services from providers to consumers and businesses over fiber optic, copper, coaxial and wireless media. Headquartered in Minneapolis, Minnesota, ADC has approximately 7,800 employees around the world and annual sales of $1.3 billion. TELEDATA COMMUNICATIONS LTD. designs, develops, manufactures, markets and supports advanced wireline and wireless customer access network equipment for telephone operating companies worldwide. Teledata's products enable telephone companies to enhance the capacity, reach and functionality of the network transmission links that connect subscribers to the local exchange, generally known as the "local loop" network. Using Teledata products, telephone operating companies can quickly and cost-effectively deploy new networks using fiber, copper and radio links and upgrade the existing infrastructure in order to substantially increase the number of subscribers that can be served and expand and improve the scope and quality of services offered. For more information on ADC, click on Investor at our new Investor Relations web site at http://www.adc.com or call (888) 329-9823 to receive ADC Telecommunications' press releases by fax on demand. -6- CAUTIONARY STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 Any forward-looking statements contained herein reflect management's current expectations or beliefs. ADC Telecommunications cautions readers that future actual results could differ materially from those in forward-looking statements depending on the outcome of certain factors, including the risks and uncertainties identified in Exhibit 99 to ADC's Report on Form 10-K for the fiscal year ended October 31, 1997. Teledata Communications cautions readers that future actual results could differ materially from those in forward-looking statements depending on the outcome of certain factors, including the risks and uncertainties identified in Teledata's various filings with the Securities and Exchange Commission. ### -7-
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