-----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, EWAyIhyuiOvLauBx6lHke/Fy9sm0C6KzJ95rt1jDbLWswPWDw+cFc7ESnwkG6rnG 9I6VewXjFz0JkkRvDZw4Ew== /in/edgar/work/20000609/0000950168-00-001502/0000950168-00-001502.txt : 20000919 0000950168-00-001502.hdr.sgml : 20000919 ACCESSION NUMBER: 0000950168-00-001502 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000602 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000609 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLENAYRE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000808918 STANDARD INDUSTRIAL CLASSIFICATION: [3663 ] IRS NUMBER: 980085742 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-15761 FILM NUMBER: 652557 BUSINESS ADDRESS: STREET 1: 5935 CARNEGIE BOULEVARD CITY: CHARLOTTE STATE: NC ZIP: 28209 BUSINESS PHONE: 7045530038 FORMER COMPANY: FORMER CONFORMED NAME: N W GROUP INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: NU WEST GROUP INC DATE OF NAME CHANGE: 19880221 FORMER COMPANY: FORMER CONFORMED NAME: NU WEST GROUP LTD DATE OF NAME CHANGE: 19871126 8-K 1 0001.txt GLENAYRE TECHNOLOGIES, INC. 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) June 2, 2000 GLENAYRE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 0-15761 98-0085742 - -------- ------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 5935 Carnegie Boulevard, Suite 300, Charlotte, North Carolina 28209 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (704) 553-0038 --------------------------- Not applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Item 5. Other Events. On June 2, 2000, Glenayre Technologies, Inc. (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent") executed the Second Amendment (the "Amendment") to the Preferred Shares Rights Agreement dated May 21, 1997 between the Company and the Rights Agent (as amended, modified or supplemented from time to time, the "Rights Agreement"). Capitalized terms used but not defined herein shall have the meaning assigned thereto in the Rights Agreement. Section 27 of the Rights Agreement provides that prior to the Distribution Date, the Company may supplement or amend the Rights Agreement in any respect without the consent of the Rights Holders. The State of Wisconsin Investment Board ("SWIB") requested the Company to amend the Rights Agreement to exclude SWIB from the definition of "Acquiring Person" unless and until such time as SWIB becomes the Beneficial Owner of a percentage of Common Shares of the Company then outstanding which equals or exceeds 20%. SWIB agreed not to seek election or placement of a representative of SWIB on the Company's Board of Directors while SWIB is the Beneficial Owner of 15% or more of the outstanding Common Shares of the Company. The Board of Directors of the Company approved the Amendment effective June 1, 2000. The Amendment provides that SWIB shall not be deemed to be an Acquiring Person under the Rights Agreement until SWIB shall have become the Beneficial Owner of a percentage of Common Shares then outstanding which equals or exceeds the SWIB Percentage. The SWIB Percentage equals 20% through June 15, 2001. However, after June 15, 2001, the SWIB Percentage shall be reduced to (i) 16%, if SWIB does not beneficially own 16% or more of the Common Shares outstanding at the close of business on June 15, 2001, or (ii) if SWIB beneficially owns 16% or more of the Common Shares outstanding at the close of business on June 15, 2001, the next highest whole percentage in excess of the percentage of Common Shares of the Company then outstanding and beneficially owned by SWIB, not to exceed 20%. The definitions of "Distribution Date" and "Triggering Event" were also amended to conform to the modifications made to the definition of Acquiring Person. The Amendment and the Rights Agreement, specifying the terms of the Rights and including the form of the Rights Certificate, are exhibits hereto and the Rights Agreement is incorporated herein by reference. The foregoing description of the Rights and the Amendment does not purport to be complete and is qualified in its entirety by reference to such exhibits. 1 Item 7. Financial Statements and Exhibits. (c) Exhibits 4.1 Preferred Shares Rights Agreement dated May 21, 1997 by and between the Registrant and American Stock Transfer & Trust Company, together with the Form of Rights Certificate attached as Exhibit B thereto. Incorporated by reference to Exhibit 4.1 to the Registrant's Form 8-A filed on May 22, 1997. 4.2 Amendment to the Preferred Shares Rights Agreement dated January 14, 1999 between the Registrant and American Stock Transfer & Trust Company. Incorporated by reference to Exhibit 4.2 to the Registrant's Form 8-K dated January 14, 1999. 4.3 Second Amendment to the Preferred Shares Rights Agreement dated June 2, 2000 between the Registrant and American Stock Transfer & Trust Company. 99.1 Registrant's News Release dated June 5, 2000. 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 thereunto duly authorized. GLENAYRE TECHNOLOGIES, INC. By s/ Bert C. Klein ------------------------------- Bert C. Klein Senior Vice President and Chief Financial Officer Dated: June 9, 2000 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. EXHIBITS FORM 8-K CURRENT REPORT Date of Report Commission File Number June 2, 2000 0-15761 ------- GLENAYRE TECHNOLOGIES, INC. EXHIBIT INDEX
Exhibit No Exhibit Description - ---------- ------------------- 4.1 Preferred Shares Rights Agreement dated May 21, 1997 by and between the Registrant and American Stock Transfer & Trust Company, together with the Form of Rights Certificate attached as Exhibit B thereto. Incorporated by reference to Exhibit 4.1 to the Registrant's Form 8-A filed on May 22, 1997. 4.2 Amendment to the Preferred Shares Rights Agreement dated January 14, 1999 between the Registrant and American Stock Transfer & Trust Company. Incorporated by reference to Exhibit 4.2 to the Registrant's Form 8-K dated January 14, 1999. 4.3 Second Amendment to the Preferred Shares Rights Agreement dated June 2, 2000 between the Registrant and American Stock Transfer & Trust Company. 99.1 Registrant's News Release dated June 5, 2000.
3 EX-4.3 2 0002.txt SECOND AMENDMENT Exhibit 4.3 SECOND AMENDMENT to the PREFERRED SHARES RIGHTS AGREEMENT between GLENAYRE TECHNOLOGIES, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY This Second Amendment (this "Amendment") to the Preferred Shares Rights Agreement is made and entered into as of June 2, 2000 between GLENAYRE TECHNOLOGIES, INC., a Delaware corporation (the "Company"), and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent (the "Rights Agent"). R E C I T A L S WHEREAS, the Company and the Rights Agent entered into the Preferred Shares Rights Agreement dated as of May 21, 1997, as amended as of January 14, 1999 (as amended, modified, restated or supplemented from time to time, the "Rights Agreement"); and WHEREAS, Section 27 of the Rights Agreement provides that prior to the Distribution Date (as defined in the Rights Agreement), the Company may supplement or amend the Rights Agreement in any respect without the approval of any holders of Rights; and WHEREAS, pursuant to a request by the State of Wisconsin Investment Board (SWIB") in January 1999, the Rights Agreement was amended to exclude SWIB, for the period from January 14, 1999 through January 14, 2000, from the definition of Acquiring Person until such time as SWIB became the Beneficial Owner of a percentage of the Common Shares of the Company then outstanding which equals or exceeds 20% and as a result of such amendment, SWIB will now not become an Acquiring Person until such time as SWIB's percentage of the outstanding Common Shares equals or exceeds 16%; WHEREAS, SWIB has requested that the Company again amend the Rights Agreement to exclude SWIB from the definition of Acquiring Person until such time as SWIB becomes the Beneficial Owner of a percentage of the Common Shares of the Company then outstanding which equals or exceeds 20%; and WHEREAS, pursuant to its letter dated June 1, 2000 requesting this Amendment and in consideration of such Amendment, SWIB has reconfirmed that it will not seek election or placement of a representative of SWIB on the Company's Board of Directors while SWIB is the Beneficial Owner of 15% or more of the outstanding Common Shares of the Company; and WHEREAS, the Company, with the approval of the Board of Directors of the Company, has determined to modify the terms of the Rights Agreement in certain respects as set forth herein, and in connection therewith, is entering into this Amendment and directing the Rights Agent to enter into this Amendment. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. Effect of Amendment. Except as expressly provided herein, the Rights Agreement shall be and remain in full force and effect. 2. Capitalized Terms. All capitalized, undefined terms used in this Amendment shall have the meanings assigned thereto in the Rights Agreement. 3. Amendment to Definitions. The following definitions contained in Section 1 of the Rights Agreement are hereby deleted in their entirety and amended to read as follows: "ACQUIRING PERSON" shall mean any Person who, itself or together with all Affiliates and Associates of such Person, shall be the Beneficial Owner of 15% or more of the Common Shares then outstanding, but shall not include the Company, any Subsidiary of the Company, SWIB unless and until SWIB shall have become the Beneficial Owner of a percentage of Common Shares then outstanding which equals or exceeds the SWIB Percentage at which such time SWIB shall be an Acquiring Person, or any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan. Notwithstanding the foregoing, no Person shall be deemed to be an Acquiring Person: (i) as the result of an acquisition of Common Shares by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by such Person to 15% or more (or, in the case of SWIB, to a percentage equal to or greater than the SWIB Percentage) of the Common Shares of the Company then outstanding; provided, that if a Person shall become the Beneficial Owner of 15% or more (or, in the case of SWIB, of a percentage equal to or greater than the SWIB Percentage) of the Common Shares of the Company then outstanding by reason of share purchases by the Company and shall, after such share purchases by the Company, become the Beneficial Owner of any additional Common Shares of the Company, then such Person shall be deemed to be an Acquiring Person, or (ii) if within eight (8) days after such Person would otherwise become an Acquiring Person (but for the operation of this clause (ii)), such Person notifies the Board of Directors that such Person did so inadvertently and within two (2) days after such notification, such Person is the Beneficial Owner of less than 15% (or, in the case of SWIB, of a percentage less than the SWIB Percentage) of the outstanding Common Shares. "DISTRIBUTION DATE" shall mean the earlier of (i) the Close of Business on the tenth day (or such later date as may be determined by action of a majority of the members of the Board of Directors then in office) after the Shares Acquisition Date (or, if the tenth day after the Shares Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the Close of Business on the tenth day (or such later date as may be determined by action of a majority of the members of the Board of Directors then in office) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, SWIB unless and until SWIB shall have become the Beneficial Owner of a percentage of Common Shares 2 then outstanding which equals or exceeds the SWIB Percentage, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if, assuming the successful consummation thereof, such Person would be the Beneficial Owner of 15% or more (or, in the case of SWIB, of a percentage equal to or greater than the SWIB Percentage) of the shares of Common Stock then outstanding. "SWIB PERCENTAGE" shall mean 20% to and including June 15, 2001 at which time the SWIB Percentage shall be reduced to (i) 16% if SWIB is not the Beneficial Owner of 16% or more of the Common Shares of the Company outstanding at the close of business on June 15, 2001 or (ii) if SWIB is the Beneficial Owner of 16% or more of the Common Shares of the Company outstanding at the close of business on June 15, 2001, the next highest whole percentage in excess of the percentage of Common Shares of the Company then outstanding beneficially owned by SWIB (but in no event more than 20%). "TRIGGERING EVENT" shall mean an event pursuant to which any Person (other than the Company, any Subsidiary of the Company, SWIB unless and until SWIB shall have become the Beneficial Owner of a percentage of Common Shares then outstanding which equals or exceeds the SWIB Percentage, any employee benefit plan of the Company or any Subsidiary of the Company, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes an Acquiring Person. 4. Effective Date. This Amendment shall become effective as of the date first above written but such effectiveness is contingent upon (a) the execution of this Amendment by the Company; (b) delivery of a certificate from an appropriate officer of the Company stating that this Amendment is in compliance with Section 27 of the Rights Agreement; and (c) the execution and delivery of this Amendment by the Rights Agent. 5. Governing Law. This Amendment shall be governed by, construed and enforced in accordance with the laws of the State of Delaware without reference to the conflicts or choice of law principles thereof. 6. Counterparts. This Amendment may be executed in separate counterparts, each of which when executed and delivered is an original but all of which taken together constitute one and the same instrument. 7. Fax Transmission. A facsimile, telecopy or other reproduction of this Amendment may be executed by one or more parties hereto, and an executed copy of this Amendment may be delivered by one or more parties hereto by facsimile or similar instantaneous electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute an original of the Amendment as well as any facsimile, telecopy or other reproduction thereof. 3 IN WITNESS WHEREOF, the Company and the Rights Agent have caused this Amendment to be duly executed as of the day first above written. GLENAYRE TECHNOLOGIES, INC. By s/ Bert C. Klein ------------------------------ Name Bert C. Klein Title Chief Financial Officer AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent By s/ Herbert J. Lemmer ------------------------------ Name Herbert J. Lemmer Title Vice President 4 EX-99.1 3 0003.txt REGISTRANT'S NEWS RELEASE Exhibit 99.1 [LOGO OF GLENAYRE] Corporate Headquarters 5935 Carnegie Boulevard Charlotte, NC 28209 USA tel 704 553 0038 url www.glenayre.com News Release Contact: Jeanette Daniels (770) 283-1755 jeanette.daniels@glenayre.com State of Wisconsin Investment Board Requests Approval to Increase Its Glenayre Stock Holdings Glenayre's Largest Investor Seeks Approval to Increase Holdings in Glenayre Up to 20 Percent of Outstanding Shares Charlotte, June 5, 2000 - Glenayre Technologies Inc. (Nasdaq: GEMS) announced that its Board of Directors has authorized an amendment to its Preferred Shares Rights Agreement to permit the company's largest investor, The State of Wisconsin Investment Board (SWIB) to increase its holdings up to 20 percent of Glenayre's outstanding shares of common stock. SWIB currently owns approximately 13.5 percent of Glenayre common stock. "We are pleased that The State of Wisconsin Investment Board has shown this confidence in Glenayre. We have been executing our corporate strategy ahead of schedule and we are glad that our largest investor has asked for approval to increase its investment in our company," stated Bert Klein, Glenayre's chief financial officer. "As a long-term investor in the stock, The State of Wisconsin Investment Board has long seen the value in the products and services that Glenayre offers. The achievements made by the company over the last nine months - the volume of sales of the Enhanced Services Platform, the execution of its wireless data strategy as well as the hard work being performed by all Glenayre employees to move the company forward - only strengthens our confidence that the company will be successful," stated John F. Nelson, director of investments for The State of Wisconsin Investment Board. The current shares of Glenayre common stock held by SWIB are part of the Board's Small Cap Stock Portfolio of the Wisconsin Retirement System, which is the pension fund for 465,000 public employees. Assets under management by SWIB totaled $71 billion as of April 30, 2000. About Glenayre: For more than 35 years, Glenayre Technologies Inc. has developed and provided leading-edge personal communications systems to a global network of customers. Glenayre's business focus is to deliver its Solutions for an @ctive World(TM) portfolio, leveraging core competencies in the converging sectors of the - more - [PORTFOLIO LOGO] State of Wisconsin Investment Board Request Approval To Increase The Board's Glenayre Stock Holdings Add-1 wireless Internet and unified messaging to provide differentiated solutions for today's mobile and active lifestyles. With 1,300 employees and 1999 net sales exceeding $238 million, Glenayre provides a complete line of wireless messaging products and systems that include one- and two-way paging infrastructure equipment and award-winning two-way-pagers with Always @ctive(TM) operation. Glenayre also delivers an array of Enhanced Services Platform products that include voicemail, fax messaging, voice-activated services, personal one-number services, and debit/prepaid calling card platforms to a variety of telecommunications service providers. Glenayre's communication products currently operate in more than 100 countries. Glenayre is headquartered in Charlotte, North Carolina. For more information on Glenayre, its products, and services, visit www.glenayre.com. # # # Glenayre, the Glenayre logo, Solutions for an @ctive World, the Solutions for an @ctive World logo and Always @ctive are trademarks of Glenayre Electronics, Inc. [PORTFOLIO LOGO] -----END PRIVACY-ENHANCED MESSAGE-----