-----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, Bvxxehdp2ol9xWHhmqB94ci0KZ7nOeHYY/D8JKNXFg48Yu7gNlQ1l3lJ4dhzEq1F y/lNvbQNd6GeKTlBjCIAlg== 0001047469-99-038334.txt : 19991018 0001047469-99-038334.hdr.sgml : 19991018 ACCESSION NUMBER: 0001047469-99-038334 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991008 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991012 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: 99726006 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): October 8, 1999 ADC TELECOMMUNICATIONS, INC. ------------------------------------------------------------ (Exact name of registrant as specified in its charter) Minnesota 0-1424 41-0743912 ---------------------------- ----------------------- ------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 12501 Whitewater Drive, Minnetonka, Minnesota 55343 --------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (612) 938-8080 -------------- Not Applicable ------------------------------------------------------------- (Former name or former address, if changed since last report) Page 1 of 4 Pages Exhibit Index Appears on Page 4 Item 2. ACQUISITION OR DISPOSITION OF ASSETS . On October 8, 1999, ADC Telecommunications, Inc. ("ADC") completed its acquisition of Saville Systems PLC, an Irish public limited company ("Saville"), pursuant to an Agreement, dated June 19, 1999 as amended June 30, 1999, between ADC and Saville (the "Acquisition Agreement"). As provided in the Acquisition Agreement, each of the ordinary shares of Saville (including American Depositary Shares representing ordinary shares) outstanding on October 8, 1999 was canceled and exchanged for 0.358 shares of ADC's common stock, and each of the deferred shares of Saville outstanding on October 8, 1999 was canceled and exchanged for 0.027 shares of ADC's common stock. ADC issued approximately 14,096,448 shares of common stock in exchange for the outstanding ordinary and deferred shares of Saville. The closing price of ADC common stock on the Nasdaq Stock Market on October 8, 1999 was $42.688. Saville is a leading provider of convergent billing and customer care solutions for the telecommunications industry. Saville operates globally with offices in the U.S., Canada, Ireland, Australia, U.K. and Germany, and has more than 1,400 employees worldwide. Effective as of the next meeting of ADC's Board of Directors, John J. Boyle III, John Sidgmore and J.A. Blanchard III, former directors of Saville, have been named as members of ADC's Board of Directors, to serve in accordance with ADC's Bylaws. Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) EXHIBITS Exhibit No. Description ----------- ----------- 2-a Agreement, dated June 19, 1999, between ADC Telecommunications, Inc. and Saville Systems PLC (incorporated by reference to Exhibit 99-a of the Registrant's Form 8-K filed June 23, 1999). 2-b First Amendment to the Agreement, dated as of June 30, 1999, between ADC Telecommunications, Inc. and Saville Systems PLC (incorporated by reference to Exhibit 10-a of the Registrant's Form 10-Q for the fiscal quarter ended July 31, 1999). Page 2 of 4 Pages 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. Date: October 11, 1999 ADC TELECOMMUNICATIONS, INC. By: /s/ Robert E. Switz ----------------------------------- Robert E. Switz Senior Vice President and Chief Financial Officer Page 3 of 4 Pages INDEX TO EXHIBITS Exhibit No. Description - ----------- ----------- 2-a Agreement, dated June 19, 1999, between ADC Telecommunications, Inc. and Saville Systems PLC (incorporated by reference to Exhibit 99-a of the Registrant's Form 8-K filed June 23, 1999). 2-b First Amendment to the Agreement, dated as of June 30, 1999, between ADC Telecommunications, Inc. and Saville Systems PLC (incorporated by reference to Exhibit 10-a of the Registrant's Form 10-Q for the fiscal quarter ended July 31, 1999). Page 4 of 4 Pages -----END PRIVACY-ENHANCED MESSAGE-----