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): June 11, 1999
WESTELL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-27266 36-3154957
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) 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)
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ITEM 5. OTHER EVENTS
On June 11, 1999, Westell Technologies, Inc. entered into agreements
with Fujitsu Telecom Europe Limited ("FTEL") pursuant to which Westell sold
certain assets in its Cambridge, England operations (Westell Europe Limited
(WEL)) to FTEL, assigned its lease to FTEL, transferred the employees of WEL to
FTEL, and FTEL agreed to fund Westell for continued certain xDSL research and
development work on the SuperVision DSLAM to meet FTEL's current and evolving
requirements. The agreements also provide for licensing to FTEL of nonexclusive
manufacturing rights to Westell's HDSL and ADSL products. A Press Release was
issued by Westell on June 14, 1999 in respect to these matters, a copy of which
is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by
reference.
These agreements with FTEL are anticipated to result in reduction of
operating expenses of Westell for its 2000 fiscal year of approximately
$10,500,000, consisting of $6,500,000 in savings from discontinuation of its
Cambridge operations and the balance from FTEL's payments for the continued xDSL
research and development work.
"Safe Harbor" statement under the Private Securities
Litigation Reform Act of 1995:
----------------------------------------------------
Certain statements contained herein including, without limitation, the statement
containing the phrase "anticipated to result in reduction of operating
expenses," are forward looking statements that involve risks and uncertainties.
These risks include, but are not limited to, product demand and market
acceptance risks (including the future commercial acceptance of the Company's
ADSL systems by telephone companies and other customers), the impact of
competitive products and technologies (such as cable modems and fiber optic
cable), competitive pricing pressures, product development, excess and obsolete
inventory due to new product development, commercialization and technological
delays or difficulties (including delays or difficulties in developing,
producing, testing and selling new products and technologies, such as ADSL
systems), the effect of the Company's accounting policies, the effect of
economic conditions and trade, legal, social, and economic risks (such as
import, licensing and trade restrictions) and other risks more fully described
in the Company's Annual Report on Form 10-K for the fiscal year ended March 31,
1998 under the section "Risk Factors". The Company undertakes no obligation to
release publicly the result of any revisions to these forward looking statements
that may be made to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit 99.1 Press Release dated June 14, 1999 issued by Westell
Technologies, Inc.
<PAGE>
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/ Nicholas C. Hindman
Dated: June 14, 1999
EXHIBIT 99.1
Investor Relations: Trade/Business Press: Fujitsu Telecom Europe, Ltd.
Bruce R. Albelda Brad Wills Kaz Saeki
Westell, Inc. Wills & Associates, Marketing Director
630.375.4125 Inc. 44.1.21.717.6000
[email protected] 301.530.3711 [email protected]
[email protected]
FUJITSU TELECOMMUNICATIONS EUROPE LIMITED (FTEL)
AND WESTELL EXPAND STRATEGIC ALLIANCE
Long Term Initiative Includes Funding Sponsorship for DSL Product
Development, License of DSL Technology, Manufacturing for ADSL and HDSL
Products, and Transfer Of Certain Assets of Westell's U.K. Operations to FTEL
AURORA, ILLINOIS AND BIRMINGHAM, ENGLAND... (JUNE 14, 1999) ...Westell
Technologies, Inc. (NASDAQ: WSTL) and Fujitsu Telecommunications Europe Limited
(FTEL) announced today that they have entered into a broad strategic agreement
on ADSL and HDSL product development, manufacturing and global marketing. As
part of this agreement, FTEL will assist Westell in the funding of certain
future developments of ADSL and the parties will continue working together to
enhance and to develop new products for both ADSL and HDSL applications. FTEL
will receive a long-term license of Westell's intellectual property for ADSL and
HDSL deployment in FTEL products.
Additionally, in a measure to streamline operations, Westell
transferred certain assets of its U.K. operations to FTEL. Employees of Westell
Europe Limited (WEL), headquartered in Cambridge, England, became employees of
FTEL, FTEL assumed WEL's lease, purchased certain fixed assets and inventories
of WEL, and earned manufacturing rights.
"Westell and FTEL have been working closely for a number of years,
including our partnership in a major European DSL deployment" stated Marc
Zionts, CEO of Westell, Inc. "This agreement marks another step in our strategy
to further promote our participation in the DSL marketplace while decreasing our
operating expenses. The long term licensing agreement of our Intellectual
Property will enhance the capabilities of FTEL to leverage its significant
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presence in the marketplace."
"Our growing position in the access market will be further enhanced by
the addition of Westell's European team. This will provide greater emphasis on
our broadband solutions and will enable us to provide much greater value for our
customers. This agreement will facilitate greater integration of technology into
the next generation of product. We look forward to it providing innovative xDSL
based end-to-end solutions for our customers" said Shigeyuki Unagami, Managing
Director, FTEL.
Westell Technologies, Inc, headquartered in Aurora, Illinois, is a
holding company for Westell, Inc. and Conference Plus, Inc. Westell, Inc.
manufactures and licenses DSL systems and value added CPE, and manufactures
telecommunications access products. Conference Plus, Inc. is a multi-point
telecommunications service bureau specializing in audio teleconferencing,
multi-point video conferencing, broadcast fax, and IP multimedia conferencing
services. Additional information can be obtained by visiting Westell's Web site
at www.westell.com.
FTEL is a wholly owned subsidiary of Fujitsu Limited and FTEL employs
more than 1,100 people at various sites in the UK and Europe. FTEL plays an
important role of Fujitsu's telecommunications activities in Europe and its main
product portfolio includes manufacture of ISDN, DWS, Kilostream, Optical systems
and SDH radio products in addition to design and development of network
management platforms and other advanced telecommunications systems and provision
of associated support services. Additional information can be obtained by
visiting FTEL's Web site at www.ftel.co.uk.
"Safe Harbor" statement under the Private Securities
Litigation Reform Act of 1995:
----------------------------------------------------
Certain statements contained herein including, without limitation, "decreasing
operating expenses", "enhance the capabilities of FTEL to leverage its
significant presence in the marketplace", are forward looking statements that
involve risks and uncertainties. These risks include, but are not limited to,
product demand and market acceptance risks (including the future commercial
acceptance of the Company's ADSL systems by telephone companies and other
customers), the impact of competitive products and technologies (such as cable
modems and fiber optic cable), competitive pricing pressures, product
development, excess and obsolete inventory due to new product development,
commercialization and technological delays or difficulties (including delays or
difficulties in developing, producing, testing and selling new products and
technologies, such as ADSL systems), the effect of the Company's accounting
policies, the effect of economic conditions and trade, legal, social, and
economic risks (such as import, licensing and trade restrictions) and other
risks more fully described in the Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 1998 under the section "Risk Factors". The Company
undertakes no obligation to release publicly the result of any revisions to
these forward looking statements that may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
