-----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, EbYq52qAVMrAQc/P+ZloYl4ME0Ad5YbMjlcBTmnGtmBIX+7gHD4+eko2CElgwnhu FrhMXQYb35KcLzi87YYdYQ== 0000950168-99-002873.txt : 19991115 0000950168-99-002873.hdr.sgml : 19991115 ACCESSION NUMBER: 0000950168-99-002873 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991101 ITEM INFORMATION: FILED AS OF DATE: 19991112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLENAYRE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000808918 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [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: 99747720 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 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) November 1, 1999 ---------------- 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, 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 2. ACQUISITION OR DISPOSITION OF ASSETS On November 1, 1999, the Registrant sold approximately 95% of the outstanding capital stock of Western Multiplex Corporation, a Delaware corporation ("WMC-Delaware"), pursuant to the terms of an Amended and Restated Acquisition Agreement (the "Acquisition Agreement") dated as of September 30, 1999 among the Registrant, GTI Acquisition Corp., a wholly-owned subsidiary of the Registrant and the direct owner of the WMC-Delaware capital stock ("GTI"), Western Multiplex Corporation, a California corporation and a wholly-owned subsidiary of WMC-Delaware, WMC-Delaware and WMC Holding Corp. ("Purchaser"). Pursuant to the terms of the Acquisition Agreement, 42,000,000 shares of the Class B Common Stock of WMC-Delaware were redeemed by WMC-Delaware from GTI for $21,000,000 in cash, and 35,955,000 shares of the Class B Common Stock of WMC-Delaware were purchased by Purchaser from GTI for approximately $18,000,000 in cash, subject to adjustment after the closing based on the net worth of WMC-Delaware as of the closing date. The Registrant retained 2,045,000 shares of the Class B Common Stock of WMC-Delaware, approximately 5% of its outstanding Common Stock as of the closing date. The terms of the Acquisition Agreement, including the consideration for the WMC-Delaware stock, were negotiated on an arms-length basis by senior members of management of the Registrant and Purchaser. The Registrant's News Release announcing the completion of the disposition of 95% of WMC-Delaware is filed as Exhibit 99 to this Report. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits 2 Amended and Restated Acquisition Agreement dated as of September 30, 1999 among GTI Acquisition Corp., the Registrant, Western Multiplex Corporation, a California corporation, Western Multiplex Corporation, a Delaware Corporation, and WMC Holding Corp. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999. 99 Registrant's News Release dated November 2, 1999. 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/ Stanley Ciepcielinski ----------------------------- Stanley Ciepcielinski Executive Vice President Dated: November 11, 1999 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. EXHIBITS FORM 8-K CURRENT REPORT Date of Report Commission File Number November 1, 1999 0-15761 GLENAYRE TECHNOLOGIES, INC. EXHIBIT INDEX Exhibit No. Exhibit Description - ----------- ------------------- 2 Amended and Restated Acquisition Agreement dated as of September 30, 1999 among GTI Acquisition Corp., the Registrant, Western Multiplex Corporation, a California corporation, Western Multiplex Corporation, a Delaware Corporation, and WMC Holding Corp. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999. 99 Glenayre Technologies, Inc. News Release dated November 2, 1999 EX-99 2 EXHIBIT 99 [GRAPHIC] EXHIBIT 99 CORPORATE HEADQUARTERS 5935 Carnegie Boulevard Charlotte, NC 28209 USA tel: 704 553 0038 eml: www.glenayre.com News Release Contact: Janet Cavalier, Glenayre 704 553 0038 David Lilly, Kekst and Company PR for Ripplewood Holdings and Leeward Technology 212 521 4800 Glenayre Technologies Completes $37 Million Sale Of Microwave Radio Business DIVESTMENT COMPLETES ADDITIONAL STEP IN CORPORATE RESTRUCTURING CHARLOTTE, N.C., Nov. 2, 1999 -- Accomplishing another step in its strategic repositioning, Glenayre Technologies Inc. (Nasdaq: GEMS) confirmed today that it has completed the sale of its Western Multiplex Corporation microwave radio unit to Ripplewood Holding LLC of New York and Leeward Technology Partners of California. On October 4th, Glenayre reported that it had signed an agreement for the sale and expected the transaction to close by year-end. In exchange for 95% of the stock in Western Multiplex, Glenayre will receive approximately $37 million cash, subject to final adjustment based on audited closing net worth. Glenayre also will retain approximately five-percent ownership in the microwave radio business, which is located in Sunnyvale, California. Eric Doggett, president and chief executive officer of Glenayre, stated, "The Western Multiplex sale provides further evidence that we are committed to successful implementation of our new strategic focus. As promised, we negotiated a reasonable agreement, and secured a price that was within our stated expectations. Doggett added, "With the cash from this sale, along with the $6.3 million cash that we have received from the sale of our headquarters facility, we are much better positioned to pursue and fund our opportunities in growth markets." For over 30 years, Glenayre Technologies Inc. has been developing and providing leading edge personal telecommunication systems, including products for paging and cellular networks. Glenayre products are installed in over 100 countries. Additional information about Glenayre is available at http://www.glenayre.com. # # # Communication INNOVATIONS.(TM) -----END PRIVACY-ENHANCED MESSAGE-----