<PAGE> 1
Filed by LTI Holdings, Inc.
Pursuant to Rule 425 under the
Securities Act of 1933 and deemed
filed pursuant to Rule 14a-12 of the
Securities Exchange Act of 1934
Subject Company: LTI Holdings, Inc.
Commission File No. 000-21061
On June 6, 2000, LTI Holdings, Inc. and SPEEDCOM Wireless International
Corporation issued the following joint press release announcing their execution
of a letter of intent to merge the two companies.
--------------------
PRESS RELEASE TEXT FOLLOWS
June 6, 2000 FOR 8:00AM RELEASE
LTI HOLDINGS, INC. AND SPEEDCOM(R) WIRELESS INTERNATIONAL CORPORATION AGREE TO
MERGE
ATLANTA, GA, June 6, 2000 - LTI Holdings, Inc. (OTC-BB: LAMT.OB) and SPEEDCOM(R)
Wireless International Corporation, a privately held wireless broadband
manufacturer based in Sarasota, Florida, jointly announced today that they have
signed a letter of intent to merge.
Under the terms of the letter of intent, the parties will enter into a
definitive merger agreement whereby LTI Holdings will acquire SPEEDCOM in return
for shares of LTI Holdings' common stock. Upon completion of the transaction,
current LTI Holdings' stockholders will own approximately 8% of the post-merger
company and current SPEEDCOM stockholders will own approximately 92% of the
post-merger company. The parties expect to rename the combined company SPEEDCOM
Wireless International Corporation and continue SPEEDCOM's current business.
The merger is expected to be tax-free to the stockholders of both companies. The
closing of the transaction is subject to customary conditions, including the
execution of a definitive merger agreement and the approval of the stockholders
of both LTI Holdings and SPEEDCOM.
LTI Holdings' Chairman, President & Chief Executive Officer, Michael Noonan
stated, "The merger represents an excellent opportunity for LTI stockholders to
participate in a leading company in the exciting wireless broadband industry."
SPEEDCOM'S President, Michael McKinney agreed stating, "SPEEDCOM is pleased to
join with LTI, thereby providing a public vehicle for accelerating SPEEDCOM's
growth. We now have a platform to raise additional capital and make strategic
moves more easily. We are therefore better positioned to execute our business
plan and continue to increase shareholder value for all of our shareholders."
ABOUT LTI HOLDINGS
LTI Holdings, formerly known as Laminating Technologies, Inc. had been a
developmental stage company supplying a technology to provide barrier
laminations for corrugated used in the manufacturing of specialty packaging
products. In June 1999, the company sold all of its operating assets and ceased
its historical business. Since that time, the company has been
<PAGE> 2
seeking to maximize its shareholders' value through a merger, acquisition or
similar business combination.
ABOUT SPEEDCOM WIRELESS INTERNATIONAL CORPORATION
SPEEDCOM Wireless International is a six-year old multi-national company based
in Sarasota, Florida. Through its Wave Wireless Networking division, SPEEDCOM
manufactures a variety of broadband wireless products, including its award
winning SPEEDLAN family of wireless Ethernet bridges and routers. ISPs, Telco
operators and private organizations throughout the world use SPEEDCOM'S products
to provide "last-mile" wireless connectivity between multiple buildings at
speeds up to 100 Mbps and distances of more than 25 miles. SPEEDCOM had calendar
1999 revenues of over $5 million and is an ISO 9001 Registered company. SPEEDCOM
competes with other wireless companies including Breezecom (NASDAQ: BRZE),
Waverider (OTCBB: WAVC), Aironet (a division of Cisco (NASDAQ: CSCO)) and
Orinoco (a division of Lucent (NYSE: LU)).
--------------------
Additional Information and Where to Find It: LTI Holdings plans to file a
Registration Statement on Form S-4 with the Securities and Exchange Commission
in connection with the merger, and LTI Holdings and SPEEDCOM Wireless
International expect to mail a joint proxy statement/prospectus to the
stockholders of LTI Holdings and SPEEDCOM containing important information about
the merger. Investors and security holders of both LTI Holdings and SPEEDCOM are
advised to read the Registration Statement and joint proxy statement/prospectus
regarding the merger carefully, when it becomes available, because it will
contain important information. Investors and security holders will be able to
obtain free copies of these documents and other documents filed by LTI Holdings
at the Securities and Exchange Commission's web site at http://www.sec.gov. The
Registration Statement and joint proxy statement/prospectus and such other
documents may also be obtained from LTI Holdings or SPEEDCOM by directing such
requests to the companies.
LTI Holdings and its officers and directors may be deemed to be participants in
the solicitation of proxies from LTI Holdings' stockholders with respect to the
merger. Information regarding these officers and directors, including a
description of any interests that such directors and executive officers have in
the merger, will also be included in the Registration Statement and joint proxy
statement/prospectus to be filed with the Securities and Exchange Commission.
--------------------
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: The statements contained in this release which are not historical facts
are forward looking statements subject to risks and uncertainties that could
cause actual results to differ materially from those set
<PAGE> 3
forth in the forward looking statements, including the risk that the company may
not be able to complete the merger described herein and other risks set forth in
the company's Securities and Exchange Commission filings.
--------------------
FOR MORE INFORMATION CONTACT:
LTI HOLDINGS, INC.:
Michael E. Noonan
Chairman, President and Chief Executive Officer
770-454-7403
703-451-9131 (fax)
SPEEDCOM WIRELESS INTERNATIONAL CORPORATION
Jay O. Wright
Chief Financial Officer
941-358-9283, extension 361
941-358-6208 (fax)
http://www.speedlan.com
