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 July 14, 2000 (June 30, 2000)
reported) ---------------------------------------
ILLUMINET HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-27555 36-4042177
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4501 Intelco Loop, S.E., Lacey, Washington 98503
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including (360) 493-6000
area code -----------------------------------
Not applicable
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 30, 2000, Illuminet Holdings, Inc. ("Illuminet") completed the
previously announced acquisition of National Telemanagement Corporation ("NTC")
pursuant to a merger of a wholly-owned subsidiary of Illuminet with and into
NTC. NTC is a Dallas-based developer and provider of advanced application
technologies for the wireless telecommunications industry, including prepaid
services, real-time account management and unregistered nationwide roaming
services.
A total of 1,888,944 shares of Illuminet common stock were issued to the
stockholders of NTC, and NTC employees exchanged pre-existing stock options for
options to purchase 80,297 shares of Illuminet common stock. Five percent of the
shares of Illuminet common stock issued to the stockholders of NTC, and 5% of
the shares subject to options that were vested as of June 30, 2000, were placed
in escrow as security for certain indemnities provided to Illuminet. Pursuant to
the terms of the merger agreement, the escrow period will end no later than June
30, 2001. In addition, Illuminet assumed $3.9 million of NTC indebtedness. The
transaction is being accounted for as a pooling of interests.
For fiscal year 1999, NTC reported net earnings of $630 thousand, gross
revenues of $28.3 million, and net revenues of $16.1 million which excludes pass
through charges. Illuminet will continue to report NTC's revenues and cost of
sales on a net basis excluding these charges.
In conjunction with the acquisition, NTC will be a wholly-owned subsidiary
of Illuminet, and its headquarters will remain in Dallas. George F. Lebus, who
has been with NTC since 1990, will continue as President of NTC.
The consideration paid by Illuminet for the acquisition was determined
pursuant to arm's length negotiations between the parties and all consideration
was paid in the form of newly issued shares of Illuminet common stock or options
to purchase Illuminet common stock.
ITEM 5. OTHER EVENTS.
On July 5, 2000, the Company issued a press release announcing the
completion of the previously announced acquisition of National Telemanagement
Corporation. The press release is attached as Exhibit 99.1 hereto and
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS. The following exhibits are filed herewith:
2.1 Agreement and Plan of Merger, dated as of June 12, 2000,
among Illuminet Holdings, Inc., Illuminet Telemanagement,
Inc., and National Telemanagement Corporation.
99.1 Press Release dated July 5, 2000.
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SIGNATURE
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.
Date: July 14, 2000
ILLUMINET HOLDINGS, INC.
By:/s/ Daniel E. Weiss
Daniel E. Weiss, Vice President
- Finance and Chief Financial
Officer
