WESTELL TECHNOLOGIES INC
8-K, 2000-02-03
TELEPHONE & TELEGRAPH APPARATUS
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                       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): February 3, 2000



                           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)



<PAGE>


    ITEM 5.       OTHER EVENTS

         On  February  3,  2000,  Westell  Technologies,  Inc.  released a Press
         Release  regarding  the  expiration  of the  waiting  period  under the
         Hart-Scott-Rodino  Antritrust  Improvements Act applicable to Westell's
         offer, pursuant to a proposed merger, to acquire all of the outstanding
         shares of common stock of Teltrend  Inc. A copy of the press release is
         attached as Exhibit  99.1 to this Form 8-K and  incorporated  herein by
         reference.

     ITEM 7.      Financial Statements and Exhibits.

         (c)      Exhibits.

         The  exhibits  filed  herewith  are listed in the  Exhibit  Index which
         follows the signature page of this Current Report on Form 8-K.

<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 Hindman
                                                  ------------------------------
                                                        Nicholas Hindman
                                                        Chief Financial Officer

    Dated: February 3, 2000










<PAGE>


                                  EXHIBIT INDEX



Exhibit
Number   Description

99.1          Press Release dated February 3, 2000.










WESTELL   TECHNOLOGIES,   INC.  AND  TELTREND   INC.   ANNOUNCE   EXPIRATION  OF
HART-SCOTT-RODINO WAITING PERIOD

Waiting Period for Antitrust Act Ends

AURORA, IL AND ST. CHARLES,  IL... (FEBRUARY 3, 2000), ... Westell Technologies,
Inc.  (Nasdaq:WSTL)  and Teltrend Inc.  announced  today that the waiting period
under the  Hart-Scott-Rodino  Antitrust  Improvements  Act applicable to Westell
Technologies'  offer to  acquire  all  outstanding  shares  of  common  stock of
Teltrend,  Inc.  expired at 11:59 p.m. (EST) on February 2, 2000.  Expiration of
the waiting period was one of the conditions  for the  acquisition  that has now
been satisfied.  Other  conditions  include the approval of the merger agreement
between the parties by  Teltrend's  stockholders;  the approval of Westell stock
issuance  and  related   transactions   by  Westell's   stockholders;   and  the
effectiveness  of the  registration  statement  which  Westell  filed  with  the
Securities and Exchange Commission.

Teltrend  Inc.,  established  in 1979  with  over 500  employees  worldwide,  is
headquartered in suburban Chicago. Teltrend designs,  manufactures and markets a
broad  range of  telecommunications  and data  communications  products  used by
businesses  and  telephone  companies to provide  voice and data  services.  The
Company's customers range from Regional Bell Operating  Companies,  GTE, Sprint,
and other U.S. and International  telephone companies,  to SOHO and medium-sized
businesses.  Additional  information can be obtained by visiting  Teltrend's Web
site at www.teltrend.com

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 an Application
Service  Provider  that hosts and manages  audio,  video,  IP  conferencing  and
back-office support services. Additional information can be obtained by visiting
Westell's Web site at www.westell.com.

"Safe Harbor"  statement under the Private  Securities  Litigation Reform Act of
1995:

Certain statements  contained herein 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 Westell'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 Westell'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 Westell's Annual Report on Form 10-K for the fiscal year ended March 31, 1999
under the section "Risk  Factors".  Westell  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.





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