SPANLINK COMMUNICATIONS INC
8-K, 2000-02-25
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 25, 2000



                          Spanlink Communications, Inc.
             (Exact Name of Registrant as Specified in Its Charter)


                                    Minnesota
                 (State or Other Jurisdiction of Incorporation)


         0-28138                                           41-1618845
(Commission File Number)                 (I.R.S. Employer Identification Number)


                             7125 Northland Terrace
                          Minneapolis, Minnesota 55428
               (Address of Principal Executive Offices) (Zip Code)


                                  612-971-2000
              (Registrant's Telephone Number, Including Area Code)


                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)



<PAGE>


Item 5.    Other Events.

         On February 25, 2000, Spanlink Communications, Inc. (the "Company")
issued a press release. The full text of the press release is set forth in
Exhibit 99 attached hereto and incorporated in this Report as if fully set forth
herein.


Item 7.    Financial Statements and Exhibits.

         (a)      Financial statements:  None.

         (b)      Pro forma financial information:  None.

         (c)      Exhibits:

                  Exhibit 99.       Press release dated February 25, 2000.




                                   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.

Dated:  February 25, 2000

                                         SPANLINK COMMUNICATIONS, INC.



                                         By    /s/ Timothy E. Briggs
                                          Timothy E. Briggs, Vice President and
                                          Chief Financial Officer






EXHIBIT 99


FOR IMMEDIATE RELEASE                Contact:  Brett Shockley, CEO
                                              Spanlink Communications
(612)    971-2114
                                              [email protected]

                                              Tim Briggs, CFO
                                              Spanlink Communications
(612)    971-2135
                                              [email protected]


                 SPANLINK ANNOUNCES PLAN TO TAKE COMPANY PRIVATE


         MINNEAPOLIS, February 25, 2000 -- Spanlink Communications, Inc. (Nasdaq
SmallCap Market: SPLK) announced today its intent to take the company private
and cash out public shareholders. The company also announced that Cisco Systems,
Inc. will be investing in the newly private company through the purchase of
convertible preferred shares.

         The transaction will involve the creation of a holding company,
Spanlink Acquisition Corp., and a merger of the two entities. Spanlink
Acquisition Corp. (SA Corp.) was formed by founders and management who currently
own more that 50 percent of Spanlink Communications. Under the terms of the
definitive merger agreement, SA Corp. will commence a tender offer for all
outstanding shares of the Spanlink Communications common stock not owned by SA
Corp. for $10.50 per share in cash.

         The tender offer will start not later than March 1, 2000 and will be
scheduled to expire in 30 days. The merger and the tender offer are subject to
certain conditions, including a minimum condition in the tender offer that SA
Corp. own an aggregate of 67 percent of the outstanding stock following the
tender offer.

         The merger agreement has been reviewed and approved by a special
committee of the board of directors. The special committee, which is composed of
directors not affiliated with SA Corp., has also received a fairness opinion
from their financial advisor, Dougherty & Co. LLC of Minneapolis. Dain Rauscher
Wessels is acting as financial advisor to SA Corp.

         Holders of the common shares of Spanlink Communications, Inc. should
read the Offer to Purchase that will be disseminated by SA Corp. upon the
commencement of the cash tender offer. SA Corp. will file the Offer to Purchase
with the Securities and Exchange Commission at that time. The Offer to Purchase
and other filed documents relating to the tender offer will be available from
the Public Reference Room of the Commission, subject to a copying fee. The
Commission's address is 450 5th Street N.W., Washington, D.C. 20549. The
telephone number of the Public Reference Room is (202) 942-8090. Copies of the
materials will also be available directly from the information agent, Corporate
Investor Communications, Inc., by calling (877) 977-6194.

         Spanlink Communications is a leading provider of computer telephony
software solutions and integration services that help call centers rapidly
automate and manage the customer interaction process - via the telephone or the
Internet. Founded in 1988, Spanlink has more than 90 employees and more than
2,000 customers using its call center products and services. Spanlink offers its
products and services in the U.S. and internationally through a direct sales
force, channel partners and OEMs. Visit the company online at
http://www.spanlink.com .


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