-----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, NELt71Rlk23IYV+bGNEGkUFdtE/xEHvNKQCNL+qQ9wjCtHZEy05yXPn/u357LR0l gm8LhTLUzW9nQa6tTB+ekA== 0001047469-99-035224.txt : 19990910 0001047469-99-035224.hdr.sgml : 19990910 ACCESSION NUMBER: 0001047469-99-035224 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990908 ITEM INFORMATION: FILED AS OF DATE: 19990909 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APPLIED DIGITAL ACCESS INC CENTRAL INDEX KEY: 0000919048 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 680132939 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-23698 FILM NUMBER: 99708652 BUSINESS ADDRESS: STREET 1: 9855 SCRANTON RD CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6196232200 8-K 1 FORM 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 September 8, 1999 ----------------------------------------------------- (Date of Report, Date of Earliest Event Reported) Applied Digital Access, Inc. ------------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware --------------------------------------------------- (State or other jurisdiction of incorporation) 000-23698 68-0132939 --------------------------- ----------------------------------- (Commission File Number) (IRS Employer Identification No.) 9855 Scranton Road, San Diego, California 92121 - ------------------------------------------------------------------------------- (address of principal executive offices) (Zip Code) (858) 623-2200 -------------------------------------------------------- (Registrant's telephone number, including area code) 1 ITEM 5. OTHER EVENTS. The information set forth in the press release dated September 8, 1999 attached hereto as EXHIBIT 99.1 is incorporated herein by reference in its entirety. 2 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. APPLIED DIGITAL ACCESS, INC. Date: September 9, 1999 By: /s/ Donald L. Strohmeyer ------------------------------- Donald L. Strohmeyer President and Chief Executive Officer 3 EXHIBIT INDEX Exhibit Description - ------- ----------- 99.1 Press Release, dated September 8, 1999. 4 EX-99.1 2 EXHIBIT 99.1 EXHIBIT 99.1 NEWS RELEASE Contact: Alice Ducq (301) 353-1560 x 3153 (ducqa@ttc.com), TTC Don Strohmeyer, (858) 623-2200, Applied Digital Access Jim Keefe, (858) 623-2200, Applied Digital Access Steve Cantor (781) 272-6100 (scantor@dynatech.com), Dynatech Corporation TTC, A DIVISION OF DYNATECH, TO ACQUIRE APPLIED DIGITAL ACCESS DYNATECH TO PURCHASE ALL OUTSTANDING SHARES OF ADA FOR $80 MILLION GERMANTOWN, MD AND SAN DIEGO, CA September 8, 1999 -- TTC, a unit of Dynatech Corporation (OTC-BB: DYNA), and Applied Digital Access, Inc. (NASDAQ: ADAX), today jointly announced that Dynatech Corporation will acquire, in a cash tender offer, all outstanding shares of San Diego-based Applied Digital Access (ADA) for an aggregate of approximately $80 million, or $5.37 per share. "This acquisition reflects our long-term growth strategy to become the leading provider of network optimization solutions," said John Peeler, president and chief executive officer of TTC, which had sales of $239 million in fiscal 1999. "ADA is known as a leading provider of innovative service fulfillment and service assurance solutions to a segment of our addressed market. By leveraging ADA systems and software products, as well as the quality of its people, TTC will be positioned to offer telecommunications service providers worldwide a complete solution for service management." Upon completion of the merger, ADA products will be integrated under the TTC brand. "By combining with TTC, ADA's portfolio of systems and software products will find new markets including CLECs and wireless carriers," said Don Strohmeyer, ADA chief executive officer. "We view this agreement as a win for all of the parties involved, and for the service provider market as a whole." 2 According to Ned Lautenbach, chairman, president and chief executive officer of Dynatech, "The purchase of ADA is representative of Dynatech's strategy of maximizing the value of its businesses through a combination of strong internal investment and, where prudent, selective strategic acquisitions." The tender offer is subject to, among other things, the tender of at least a majority of all the shares outstanding, as well as other customary conditions including clearance under the Hart-Scott-Rodino Act. Pursuant to the merger agreement, any shares not purchased in the offer (other than shares as to which dissenters' rights have been perfected) will be acquired for the same price in cash, in a second-step merger. Dynatech Corporation (OTC-BB: DYNA) is a global communications equipment company focused on network technology solutions. Its products address communications test, industrial computing and communications, and visual communications applications. Headquartered in Burlington, Massachusetts, Dynatech sells its products worldwide through subsidiaries located throughout the Americas, Europe and Asia. Applied Digital Access, Inc. (NASDAQ: ADAX) is a leading provider of innovative telecommunications service fulfillment and service assurance solutions. These solutions enable telecommunications service providers to improve network operations performance, proactively manage the quality of service, increase productivity, and lower operating expenses. The company is headquartered in San Diego, California. TTC, a unit of Dynatech Corporation, designs and markets network analyzers, systems and software, and provides consulting services and technical training that enable optimized network performance. Known for its T-BERD and FIREBERD analyzers, TPI handheld instruments, CENTEST centralized test systems and the NetAnalyst Test Operations Support System, TTC customers include telecommunications service providers, enterprises and governments worldwide. TTC is based in Germantown, Md. TTC, T-BERD, FIREBERD and CENTEST are registered trademarks of TTC. - -------------------------------------------------------------------------------- NOTE: THIS PRESS RELEASE MAY CONTAIN FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, WHICH REFLECT THE COMPANY'S CURRENT JUDGMENT ON CERTAIN ISSUES. BECAUSE SUCH STATEMENTS APPLY TO FUTURE EVENTS, THEY ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE ACTUAL RESULTS TO DIFFER MATERIALLY. IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY ARE DESCRIBED IN THE COMPANY'S REPORTS ON FORM 10-K AND 10-Q ON FILE WITH THE SECURITIES AND EXCHANGE COMMISSION. -----END PRIVACY-ENHANCED MESSAGE-----