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 19, 1997
WESTELL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-27266 36-3154957
(Commission File Number) (I.R.S. Employer Identification Number)
750 North Commons Drive, Aurora, Illinois 60504
(Address of principal executive offices) (Zip Code)
(630) 898-2500
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS
On November 19, 1997, Westell Technologies, Inc. released a Press
Release announcing an Agreement in Principle with Texas Instruments,
subject to the successful acquisition of Amati Communications
Corporation by Texas Instruments. A copy of the press release is
attached as Exhibit 99.1 to this Form 8-K and incorporated herein by
reference.
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.
WESTELL TECHNOLOGIES, INC.
By: /s/ Stephen J. Hawrysz
Stephen J. Hawrysz
Vice President, Treasurer and Chief Financial
Officer
Dated: November 19, 1997
[Logo]
WESTELL
NEWS RELEASE
FOR IMMEDIATE RELEASE
FOR ADDITIONAL INFORMATION CONTACT:
Mark L. Meudt Brad Wills
Westell, Inc. Wills &
630-375-4125 Associates
Trade / Business
Press
301-530-3711
Westell Enters Into Strategic Alliance with Texas Instruments
In lieu of merger with Amati, Westell opts for comprehensive agreement,
including Texas Instruments DSP based ADSL chipset incorporating Amati's DMT
software.
Aurora, IL (November 19, 1997) - Westell Technologies, Inc. (NASDAQ: WSTL)
announced today that the Agreement and Plan of Merger to acquire Amati
Communications Corporation (NASDAQ: AMTX), which was signed on September 30,
1997, has been terminated. Instead, Westell has entered into an agreement in
principle for a strategic alliance with Texas Instruments (TI) (NYSE: TXN) to
accelerate the future growth of the Digital Subscriber Line (xDSL) market, and
TI has announced an agreement with Amati calling for a $20 per share cash tender
offer for Amati shares.
After considering its options, including an increased bid for Amati, Westell
decided to enter into a multi-year strategic alliance with TI, which will
provide Westell with substantial benefits. As a result of the termination,
Westell will receive from Amati a one-time payment of $14.8 million in
accordance with the termination provisions of the merger Agreement.
"The benefits anticipated from Westell's acquisition of Amati will be achieved
by way of this alliance, while preserving and enhancing our financial
flexibility to execute additional strategic corporate development activities,"
said Gary F. Seamans, Chairman and Chief Executive Officer of Westell
Technologies. "In addition, Westell has fulfilled its desire for a strategic
semiconductor alliance and ensured its ability to quickly deliver a strong
standards compliant DMT product offering."
While the specific terms of the multi-year agreement remain undisclosed, Westell
and its customers will realize immediate benefits including early access to TI
DSP - software based technology which provides low cost, standards compliant DMT
ADSL systems. In addition, Westell and TI will closely cooperate in the
development and evolution of emerging xDSL technologies such as G.Lite and VDSL
using flexible DSP technology implementations that are expected to enable a
smooth migration to a broad family of Westell DMT based xDSL system solutions.
"We recognize Westell's leadership position in the development of the emerging
DSL industry. We anticipate this alliance will accelerate of market
development," said George Barber, Vice President, of TI's Semiconductor Group.
Under the agreement, Westell will assume the right to manufacture and sell Amati
Allegro ADSL system products and all non-DSL Amati product lines, along with the
right to fulfill existing customer contracts. Transfer of these contracts to
Westell, which is subject to customer approval, recognizes Westell's leadership
position in delivering systems solutions to customers.
Texas Instruments and Westell also plan to use their alliance to facilitate
standards development and interoperability as well as promote DSP-based DSL
solutions to key customers.
Westell Technologies is a holding company for Westell Inc., Conference Plus Inc.
and Westell WorldWide Services Inc. Westell Inc. is a leading worldwide
innovator and manufacturer of xDSL systems and telecommunications access
products, with corporate headquarters in Aurora, Illinois. Westell's xDSL
products are currently in use or trial by multiple customers world-wide,
including Ameritech, Bell Atlantic, Bell Canada, BT, GTE, MCI, Quebec Telephone,
SBC, Saskatchewan Telephone, Telecom Italia, US West and leading Internet
service providers. In addition to developing and manufacturing xDSL and non-DSL
data and telecommunications products, Westell Inc. has established technology
relationships with leading telecommunication, software, computing and semi-
conductor companies such as Atlantech Technologies, ATML, DSC Communications,
GlobeSpan, Lucent Technologies, Microsoft, Motorola and others.
Conference Plus Inc., is a multi-point telecommunications service bureau
specializing in audio teleconferencing, multi-point video conferencing,
broadcast fax, and multimedia teleconference services. Westell WorldWide
Services Inc., a wholly owned subsidiary of Westell Technologies, provides
engineering, installation and network management services to leading network
providers as well as turn-key equipment and service solutions to enterprise
customers and service providers. Additional information can be obtained by
visiting Westell's Web site at http://www.westell.com.
Texas Instruments Incorporated is a global semiconductor company and the world's
leading designer and supplier of digital signal processing solutions, the
engines driving the digitalization of electronics. Headquartered in Dallas,
Texas, the company's businesses also include calculators, productivity products,
controls and sensors, metallurgical materials and digital light processing
technologies. The company has manufacturing or sales operations in more than 25
countries. More information is located on the World Wide Web at
http://www.ti.com.
- end -
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995:
Certain statements contained herein, with respect to the scope of the alliance
and reference to the benefits to be derived from the alliance, are forward
looking statements. These statements include risks and uncertainties such as
those listed under the "Risk Factors" section contained in Westell's Form 10-K
for the fiscal year ended March 31, 1997. These risks include but are not
limited to, product demand and market acceptance risks, the impact of
competitive products and technologies, competitive pricing pressures, product
development, commercialization and technological delays or difficulties, the
effect of economic conditions and trade, legal, social and economic risks.
