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): August 9, 2006

ADC Telecommunications, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Minnesota	0-1424	41-0743912
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
13625 Technology Drive, Eden Prairie, Minnesota		55344
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 952.938.8080

Not Applicable
______________________________________________
Former name or former address, if changed since last report

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 1.01 Entry into a Material Definitive Agreement.

On August 9, 2006, ADC Telecommunications, Inc. ("ADC") and its wholly owned subsidiary Hazeltine Merger Sub, Inc. ("Merger Sub") entered into a definitive agreement (the "Mutual Termination Agreement") with Andrew Corporation ("Andrew") pursuant to which these parties have mutually terminated the Agreement and Plan of Merger dated as of May 30, 2006 (the "Merger Agreement"). Pursuant to the Merger Agreement, it had been contemplated that Merger Sub would merge with and into Andrew and that Andrew would become a wholly owned subsidiary of ADC. The Merger Agreement was filed as Exhibit 2.1 to ADC's Current Report on Form 8-K filed on June 1, 2006.

In addition to the termination of the Merger Agreement, under the Mutual Termination Agreement, Andrew has paid ADC a fee of $10 million, and has agreed to pay ADC an additional fee of $65 million in the event that an Acquisition of Andrew (as defined in the Mutual Termination Agreement) is consummated within twelve months of the date of the Mutual Terminat ion Agreement. The Termination Agreement further provides for the mutual release of any claims in connection with the Merger Agreement.

A copy of the Mutual Termination Agreement is attached as Exhibit 10.1 hereto and is incorporated herein by reference. The foregoing description of the Mutual Termination Agreement is qualified in its entirety by reference to the full text of the MutualTermination Agreement.

Item 1.02 Termination of a Material Definitive Agreement.

See Item 1.01 for a description of the termination of the Merger Agreement. The Merger Agreement was terminated based on the belief of ADC and Andrew that current market considerations raised significant questions about the ability to obtain necessary shareholder approval. For a further discussion of the conditions surrounding the termination of the Merger Agreement, please see the Press Release attached hereto as Exhibit 99.1.

Item 8.01 Other Events.

A copy of a the press release issued by ADC on August 9, 2006, with respect to the Mutual Termination Agreement is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

10.1 Mutual Termination Agreement between and among ADC Telecommunications, Inc., Hazeltine Merger Sub, Inc. and Andrew Corporation dated as of August 9, 2006

99.1 Press Release

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.

	ADC Telecommunications, Inc.
August 10, 2006	By:	Gokul V. Hemmady
		Name: Gokul V. Hemmady
		Title: Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
10.1	Mutual Termination Agreement between and among ADC Telecommunications, Inc., Hazeltine Merger Sub, Inc. and Andrew Corporation dated as of August 9, 2006
99.1	Press Release dated August 9, 2006

EX-10.1

MUTUAL TERMINATION AGREEMENT

This MUTUAL TERMINATION AGREEMENT (this “Agreement”) is made and entered into as of August 9, 2006, by and among ADC Telecommunications, Inc., a Minnesota corporation (“ADC”), Hazeltine Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of ADC (“Merger Sub”), and Andrew Corporation, a Delaware corporation (“Andrew”).

WHEREAS, ADC, Andrew and Merger Sub are parties to an Agreement and Plan of Merger, dated as of May 30, 2006 (the “Merger Agreement”) (capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement); and

WHEREAS, ADC, Andrew and Merger Sub wish to terminate the Merger Agreement in accordance with the terms set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. ADC, Andrew and Merger Sub hereby agree that, upon receipt by ADC of the amount described in Section 2(a) hereof, the Merger Agreement is hereby terminated as of the date hereof and the entire Merger Agreement, including without limitation, Section 8.2 and Section 8.3 thereof, is void and of no further force or effect without, except as provided herein, any liability on the part of ADC, Merger Sub, Andrew, or any of their respective past or present directors, officers, employees, agents, accountants, counsel, financial advisors, subsidiaries, successors and other representatives and Affiliates (“Related Parties”). The foregoing notwithstanding, Section 6.5 of the Merger Agreement shall remain in full force and effect in accordance with its terms, except that the phrase “and in Section 8.3” contained in such Section 6.5 is hereby deleted.

2. (a) In connection with the execution of this Agreement, Andrew will pay to ADC on the date hereof an amount of cash equal to $10 million (ten million dollars) by wire transfer of immediately available funds to ADC pursuant to the written instructions provided to Andrew by ADC. It is a condition precedent to the effectiveness of this Agreement that ADC shall have received the amount described in the preceding sentence. (b) In the event that, within 12 months after the date hereof, an Acquisition of Andrew is consummated, then Andrew shall pay ADC an amount equal to $65 million (sixty-five million dollars); such fee payment to be made by wire transfer of immediately available funds concurrently upon such consummation.

3. In consideration of the mutual covenants set forth in this Agreement, the parties, on behalf of themselves and their Related Parties, do hereby release and forever discharge each other and such other party’s Related Parties from any and all claims, demands, rights, actions, causes of action, debts, damages, loss of services, costs, attorneys’ fees, obligations, judgments, expenses, compensation or liabilities of any nature whatsoever, in law or in equity, whether known or unknown, contingent or absolute, that they now have, may have ever had in the past or may have in the future against each other or their Related Parties by reason of any conduct, harm, matter, cause or thing that has occurred from the beginning of time up to and including the date of this Agreement, that in any way arises from or out of, is based upon, or relates to the Merger Agreement, including: (i) the negotiation, execution, performance, or termination of the Merger Agreement; (ii) any inaccuracy of any representation or warranty contained in the Merger Agreement (including the ADC Disclosure Letter or the Andrew Disclosure Letter); (iii) any non-performance under or any breach of the Merger Agreement; (iv) ADC’s Registration Statement No. 333-135424 on Form S-4 under the Securities Act of 1933, as amended, or the joint proxy statement/prospectus contained therein, any U.S. Securities and Exchange Commission “Rule 425” or “Form 8-K” filings made in connection with the Merger Agreement or the transactions contemplated thereby or any other public filings or statements made in connection with the Merger Agreement or the transactions contemplated thereby; and (v) all regulatory or judicial applications, proceedings, filings, suits, actions or appeals relating to the transactions contemplated by the Merger Agreement. Nothing in this paragraph, however, shall be deemed to release any party from the agreements, representations, warranties, rights, obligations, releases and undertakings contained in this Agreement.

4. Each of Andrew and ADC acknowledge and agree that the CA will remain in full force and effect in accordance with its terms notwithstanding the execution and delivery of this Agreement.

5. Each of Andrew, ADC and Merger Sub hereby represents and warrants to the other parties that: (a) it has full power and authority to enter into this Agreement and to perform its obligations hereunder in accordance with its provisions, (b) this Agreement has been duly authorized, executed and delivered by such party, and (c) this Agreement constitutes a legal, valid and binding obligation of such party, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity.

6. This Agreement shall be construed and enforced in accordance with, and be governed by, the laws of the State of Delaware without regard to its conflict of law provisions, and it may not be modified, amended or terminated, nor may the provisions hereof be waived, other than in a written instrument executed by all parties hereto.

7. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. The parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

8. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given if delivered personally, sent via facsimile (receipt confirmed) or sent by a nationally recognized overnight courier (providing proof of delivery) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

(a) if to Andrew to:

Andrew Corporation

3 Westbrook Corporate Center

Westchester, IL 60154

Fax No: (708) 492-3823

Attention: Senior Vice President, General Counsel and Secretary

with a copy to:

Mayer, Brown, Rowe & Maw LLP

71 S. Wacker Drive

Chicago, IL 60606

Fax No: (312) 706-8164

Attention: James T. Lidbury

(b) if to ADC or Merger Sub, to:

ADC Telecommunications, Inc.

13625 Technology Drive

Eden Prairie, MN 55344

Fax No: (952) 917-0893

Attention: Office of General Counsel

with a copy to:

Dorsey & Whitney LLP

50 South Sixth Street, Suite 1500

Minneapolis, MN 55402-1498

Fax No: (612) 340-7800

Attention: Robert A. Rosenbaum

9. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, all of which together shall constitute one and the same instrument.

[The remainder of this page is intentionally left blank.]

ADC TELECOMMUNICATIONS, INC.

By:

Name:

Title:

HAZELTINE MERGER SUB, INC.
By:

Name:

Title:

ANDREW CORPORATION
By:

Name:

Title:

news release

For Immediate Release Contacts: Mark Borman – ADC Investor Relations
Steve Grady – ADC Public Relations +1 (952) 917-0590
+1 (952) 917-0232

ADC and Andrew Mutually Terminate Pending Merger

MINNEAPOLIS, MN — August 9, 2006—ADC (NASDAQ: ADCT; www.adc.com) today announced that ADC and Andrew Corporation (NASDAQ: ANDW; www.andrew.com) have entered into an agreement to terminate their agreement and plan of merger, which the parties entered into as of May 30, 2006.

The companies believe that current market considerations raised significant questions about the ability to obtain necessary shareholder approval. Therefore, Andrew and ADC have agreed to terminate the merger agreement without liability to either party. To effect the mutual termination, Andrew has agreed to pay ADC $10 million. In addition, Andrew has agreed that ADC would be paid another $65 million in the event Andrew effects a business combination transaction within 12 months.

“While we believed in the strategic rationale of this combination and are disappointed that the merits of the transaction were unrecognized in the marketplace, we will continue to execute on our strategy to become the leading supplier of network infrastructure solutions to our customers worldwide,” stated Robert E. Switz, president and CEO of ADC. “We will accomplish that goal through a combination of business development initiatives, new product development and execution in our core business. The fundamentals of our business remain solid, and we remain confident that we can deliver long-term growth and profitability.”

About ADC
ADC provides the connections for wireline, wireless, cable, broadcast, and enterprise networks around the world. ADC’s innovative network infrastructure equipment and professional services enable high-speed Internet, data, video, and voice services to residential, business and mobile subscribers. ADC (NASDAQ: ADCT) has sales into more than 140 countries. Learn more about ADC at www.adc.com.

Cautionary Statement Regarding Forward Looking Information
This document contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words such as “expects,” “believes,” “estimates,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “seeks,” and variations of such words and similar expressions are intended to identify such forward-looking statements which are not statements of historical fact. These forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to assess.  Actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Factors that may cause actual outcomes to differ from what is expressed or forecasted in these forward-looking statements, include, among other things: fluctuations in the telecommunications market; the pricing, cost and other risks inherent in long-term sales agreements; exposure to the credit risk of customers; reliance on contract manufacturers and other vendors to provide goods and services needed to operate the business; fluctuations in commodity prices; the social, political and economic risks of the global operations; the costs and risks associated with pension and postretirement benefit obligations; the complexity of products sold; changes to existing regulations or technical standards; existing and future litigation; difficulties and costs in protecting intellectual property rights and exposure to infringement claims by others; and compliance with environmental, health and safety laws, and other risks and uncertainties, including those identified in the section captioned Risk Factors in Item 1A of ADC’s Annual Report on Form 10-K for the fiscal year ended October 31, 2005 and as may be updated in Item 1A of ADC’s subsequent Quarterly Reports on Form 10-Q or other filings made with the SEC. Except as required under the US federal securities laws and the rules and regulations of the SEC, ADC disclaims any intention or obligation to update any forward-looking statements after the distribution of this document, whether as a result of new information, future events, developments, changes in assumptions or otherwise.

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