-----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, QDHmKSSd/SPt4q09VFUbsECh4N9Kx+512iNimlY8ywLDJD8h8H/O9EL2NPInNmhh Aeb0uC+qdrUKTBwvnK2E6A== /in/edgar/work/20000630/0000950144-00-008462/0000950144-00-008462.txt : 20000920 0000950144-00-008462.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950144-00-008462 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000629 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTIGRAM COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000877908 STANDARD INDUSTRIAL CLASSIFICATION: [3661 ] IRS NUMBER: 942418021 STATE OF INCORPORATION: DE FISCAL YEAR END: 1102 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-19558 FILM NUMBER: 666617 BUSINESS ADDRESS: STREET 1: 91 EAST TASMAN DR CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4089440250 MAIL ADDRESS: STREET 1: 91 E TASMAN DR CITY: SAN JOSE STATE: CA ZIP: 95134 8-K 1 e8-k.txt CENTIGRAM COMMUNICATIONS CORPORATION 1 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 Commission File Number 0-19558 Date of Report (Date of Earliest Event Reported) June 29, 2000 CENTIGRAM COMMUNICATIONS CORPORATION - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) DELAWARE 94-2418021 - -------------------------------------------------------------------------------- (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 91 EAST TASMAN DR., SAN JOSE, CALIFORNIA, 95134 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Registrant's Telephone Number, Including Area Code) (408) 944-0250 NOT APPLICABLE - -------------------------------------------------------------------------------- (Former Name, Former Address and Formal Fiscal Year, If Changed Since Last Report) 2 ITEM 5. OTHER EVENTS. AMENDMENT TO MERGER AGREEMENT. On June 9, 2000, Centigram Communications Corporation ("Centigram") and ADC Telecommunications, Inc. ("ADC") entered into an Agreement and Plan of Merger (the "Agreement"), setting forth the terms and conditions of the proposed merger of a wholly-owned subsidiary of ADC with and into Centigram (the "Merger"). Upon consummation of the proposed Merger, Centigram will become a wholly-owned subsidiary of ADC. ADC will pay cash for all Centigram shares outstanding as of the closing, and will assume Centigram stock options that are outstanding as of the closing for a total purchase price of approximately $200,000,000. The per share price consideration to be received by the Centigram stockholders will be determined as of the closing based on the number of outstanding Centigram shares and options on that date. A portion of the cash consideration will be placed in escrow if at the closing Centigram has not recovered certain of its treasury shares from the receiver for Credit Bancorp, Ltd. or if the court's order approving Centigram's agreement with the receiver for the return of its treasury shares has been appealed or the period in which an appeal of such order may be taken has not expired. On June 29, 2000, Centigram and ADC amended the Agreement (the "Amendment"). The Amendment confirms the parties' intent that only the amount in excess of $10 million paid to settle the Credit Bancorp treasury share matter, plus related pre-closing out-of-pocket expenses in excess of $500,000 incurred by Centigram and all related post-closing out-of-pocket expenses, would reduce the merger purchase price, even if the Credit Bancorp treasury share matter is not fully resolved as of the closing, so long as the recovery is made under the terms of Centigram's agreement with the Credit Bancorp receiver. DATE OF SPECIAL MEETING OF STOCKHOLDERS. On June 30, 2000 Centigram filed with the Securities and Exchange Commission a definitive proxy statement relating to the special meeting of Centigram stockholders to consider and approve the acquisition of Centigram by ADC pursuant to the Agreement, as amended by the Amendment. The special meeting will be held on July 26, 2000 at Centigram's principal office located at 91 East Tasman Drive, San Jose, California 95134 at 9:00 a.m., local time. -2- 3 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) and (b) not applicable. (c) Exhibits. 2.1 First Amendment to Agreement and Plan of Merger, dated June 29, 2000, by and among Centigram Communications Corporation, ADC Telecommunications, Inc. and Poundstone Acquisition Corp. 99.1 Press Release issued by Centigram Communications Corporation dated June 30, 2000. -3- 4 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. CENTIGRAM COMMUNICATIONS CORPORATION Date: June 30, 2000 By: /s/ Thomas E. Brunton ------------------------------ Thomas E. Brunton Senior Vice President and Chief Financial Officer -4- EX-2.1 2 ex2-1.txt FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER 1 EXHIBIT 2.1 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This First Amendment (this "First Amendment"), dated as of this 29th day of June, 2000, amends that certain Agreement and Plan of Merger dated as of June 9, 2000, by and among ADC Telecommunications, Inc. ("ADC"), Poundstone Acquisition Corp. ("Poundstone") and Centigram Communications Corporation ("Centigram") (the "Merger Agreement"), which Merger Agreement provides for the acquisition of Centigram by ADC in accordance with the terms and conditions set forth therein. WHEREAS, for the avoidance of doubt, the parties desire to amend the Agreement to clarify an agreed provision thereof and to confirm the parties' understandings with respect to the matter set forth in this First Amendment; and WHEREAS, this First Amendment is being made by the parties in furtherance of their mutual desire to consummate the transactions contemplated by the Agreement. NOW, THEREFORE, the parties hereto hereby agree as follows: 1. The second sentence of Section 2.1(e)(i) of the Merger Agreement is hereby amended in its entirety to read as follows: "If all shares of Receivership Stock are returned to the Company prior to the Effective Time, the amount paid by the Company to cause such return, including the Company's out-of-pocket costs (including the reasonable fees and expenses of legal counsel and other advisors incurred to obtain such return (including the resolution of any appeal of the Final Order), hereinafter referred to as "Out-of-Pocket Costs") in excess of $500,000, minus the LESSER of (x) $10,000,000 or (y) the amount paid to the Bancorp Receiver including the Company's Out-of-Pocket Costs in excess of $500,000 (the amount referred to in either (x) or (y) hereinafter referred to as the "RECEIVER PAYMENT CREDIT") shall be deducted from the Base Purchase Price prior to calculation of the Per Share Amount, SUBJECT, HOWEVER, to the third sentence of Section 2.6(b) hereof." 2 2. The first paragraph of Section 2.6(b) of the Merger Agreement is hereby amended in its entirety to read as follows: "(b) At such time as all shares of Receivership Stock are returned to the Surviving Corporation, the Appeal Period has terminated and all pending appeals, if any, have been resolved, the amount paid after the Effective Time by Parent, the Surviving Corporation and/or an affiliate thereof including Parent and/or the Surviving Corporation's Out-of-Pocket Costs shall be deducted from the Escrow Deposit and, together with the interest earned on such amount while held by the Escrow Agent, paid to Parent. In determining the amount paid after the Effective Time by Parent, the Surviving Corporation and/or an affiliate thereof to cause the return of the Receivership Stock, if the Receivership Stock is returned pursuant to the Settlement Agreement substantially in the form entered into on June 7, 2000, only the amount in excess of $10,000,000 paid (whether by Parent, the Surviving Corporation and/or an affiliate after the Effective Time and/or by the Company prior to the Effective Time) to obtain the return of the Receivership Stock pursuant to the Settlement Agreement, including Parent and/or the Surviving Corporation's (and/or the Company's, prior to the Effective Time, in excess of $500,000) Out-of-Pocket Costs as indicated above, will be treated has having been paid by Parent, the Surviving Corporation and/or an affiliate thereof to cause such return. The parties further agree that if, upon final resolution of all available methods of appeal by any party, the Settlement Agreement is found to be void or unenforceable and each of the Bancorp Receiver and Credit Bancorp Ltd. is unable or unwilling to repay or give full credit to Parent and/or the Surviving Corporation for the amount previously paid to the Bancorp Receiver to obtain the return of the Receivership Stock, then the lesser of the Receiver Payment Credit and the amount not repaid or credited to Parent or the Surviving Corporation shall be deducted from the Escrow Deposit and paid to Parent. Any portion of the Escrow Deposit remaining after such payments to Parent (the "ESCROW REMAINDER") shall be distributed as follows:" 3. Any capitalized term used herein and not otherwise defined herein shall have the meaning given to such term in the Merger Agreement. 4. This First Amendment constitutes an amendment of the Merger Agreement in conformity with and pursuant to the terms of Section 8.6 of the Agreement. Except as expressly amended herein, all terms set forth in the Merger Agreement shall continue in full force and effect. 5. The operative terms of this First Amendment may be inserted into a First Amended and Restated Agreement by the parties and shall have a date as of the day and year first set forth herein. 6. The internal law, and not the law of conflicts, of the State of Delaware will govern all questions concerning the construction, validity and interpretation of this First Amendment and the performance of the obligations imposed by this First Amendment. 3 7. This First Amendment may be executed via facsimile in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this First Amendment as of the day and year first above written. ADC TELECOMMUNICATIONS, INC. /s/ Robert E. Switz ------------------------------------ By: Robert E. Switz Its: Senior Vice President and Chief Financial Officer POUNDSTONE ACQUISITION CORP. /s/ Robert E. Switz ------------------------------------ By: Robert E. Switz Its: Senior Vice President CENTIGRAM COMMUNICATIONS CORPORATION /s/ Thomas E. Brunton ------------------------------------ By: Thomas E. Brunton Its: Chief Financial Officer EX-99.1 3 ex99-1.txt PRESS RELEASE 1 EXHIBIT 99.1 CENTIGRAM COMMUNICATIONS ANNOUNCES DATE FOR SPECIAL MEETING OF STOCKHOLDERS San Jose, California - June 30, 2000 - Centigram Communications Corporation (NASDAQ: CGRM-NEWS) announced that the special meeting of Centigram stockholders to consider and approve the acquisition of Centigram by ADC pursuant to the Agreement and Plan of Merger dated as of June 9, 2000, will be held on July 26, 2000 at Centigram's principal office located at 91 East Tasman Drive, San Jose, California 95134 at 9:00 a.m., local time. Centigram has today filed with the Securities and Exchange Commission a definitive proxy statement relating to the special meeting. CENTIGRAM COMMUNICATIONS CORPORATION Centigram Communications Corporation (NASDAQ: CGRM-NEWS) is a leading global provider for internet-enabled call management, WAP-based messaging and unified communication services to mobile and landline telecom service providers. Leveraging its expertise in voice messaging, call processing and IP-enabled multimedia messaging, Centigram is delivering next-generation communication services that enable the transmission of voice, text and multimedia content to wireless and wireline phones, PCs and WAP-enabled devices. Centigram delivers these services on the highly integrated Series 6 platform and the Centigram Short Messaging Service Center. Centigram is headquartered at 91 East Tasman Drive, San Jose, California 95134. Phone (408) 944-0250, Fax (408) 428-3732 or web http://www.centigram.com. Centigram has sales and support offices in North America, Europe, Asia, Latin America and Australia. This press release contains forward-looking statements regarding Centigram. Actual results could differ materially from those projected in any forward-looking statements. The statements could be affected by Centigram's "Sales and Distribution" and other risks as reflected in its Annual Report on Form 10-K for fiscal year ended October 30, 1999, or its Quarterly Reports on Form 10-Q for the quarters ended January 29 and April 29, 2000, filed with the Securities and Exchange Commission. In addition, Centigram's future success will depend in part upon the ability of the company to continue to introduce new features and products as the company's markets evolve, new technologies become available, and customers demand additional functionality. Centigram is a registered trademark of Centigram Communications Corporation. All other trademarks and registered trademarks are the property of their respective owners. Contact: Centigram Communications Corporation, Marcia Speece, (408) 944-0250. -----END PRIVACY-ENHANCED MESSAGE-----