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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): June 22, 1998
CORSAIR COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
000-22859 77-0390406
(Commission File Number) (IRS Employer Identification No.)
3408 Hillview Avenue, Palo Alto, CA 94304
(Address of principal executive offices) (Zip Code)
(650) 842-3300
(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets.
On June 22, 1998, Corsair Communications, Inc., a Delaware corporation
("Corsair"), acquired Subscriber Computing, Inc., a Delaware corporation
("Subscriber"), through a merger (the "Merger") of Corsair's wholly-owned
subsidiary, Anteater Acquisition Corp., a Delaware corporation ("Acquisition
Corp."), with and into and Subscriber. The Merger was consummated on the terms
set forth in the Agreement and Plan of Reorganization dated April 2, 1998 among
Corsair, Acquisition Corp. and Subscriber, as amended (the "Merger Agreement").
As a result of the Merger, Subscriber is now a wholly-owned subsidiary of
Corsair.
Subscriber provides scalable billing, customer care, fraud detection,
prepaid billing and mediation solutions for paging, cellular and PCS service
providers. Subscriber's principal assets consist of cash, cash equivalents,
restricted cash and accounts receivable, which totaled approximately $6.66
million as of March 31, 1998, intellectual property, and property and equipment
which were valued by Subscriber at approximately $3.72 million as of March 31,
1998. Corsair intends to have Subscriber continue to use its equipment and other
physical assets in the same manner the assets were used prior to the Merger,
subject to Corsair's objective of achieving optimal synergies, integrating and
streamlining overlapping functions, and controlling expenditures resulting from
the research and development activities of Corsair and Subscriber being located
in Palo Alto and Irvine, California, respectively.
Pursuant to the Merger Agreement, each holder of Subscriber Common Stock
received 0.237560 shares of Corsair Common Stock, par value $0.001 per share, in
exchange for each share of Subscriber Common Stock, no par value per share, and
each holder of Subscriber Series B Preferred Stock received 0.454160 shares of
Corsair Common Stock, par value $0.001 per share, in exchange for each share of
Subscriber Series B Preferred Stock, no par value per share. In addition, all
outstanding options to purchase Subscriber Common Stock issued under the
Subscriber 1997 Incentive Stock Option Plan and all outstanding warrants to
purchase capital stock of Subscriber were assumed by Corsair and are now
exercisable for shares of Corsair Common Stock.
The consideration paid by Corsair for the outstanding capital stock,
options and warrants of Subscriber pursuant to the Merger Agreement was
determined pursuant to arms-length negotiations and took into account various
factors concerning the valuation of the business of Subscriber including public
market valuations of comparable companies, discounted cash flows for Subscriber
and multiples paid in recent acquisitions of comparable companies. As a result
of the Merger, Subscriber shareholders now hold approximately 23.5% of the
outstanding Common Stock of Corsair on a fully-diluted basis.
Unexpired and unexercised options to purchase up to 1,557,076 shares of
Subscriber Common Stock held by Subscriber officers, directors and employees
were assumed pursuant to the Merger Agreement.
Corsair hereby incorporates by reference into this Report on Form 8-K
that section entitled "The Merger Agreement" contained in that Registration
Statement on Form S-4 filed by Corsair with the Securities and Exchange
Commission (the "Commission") on May 6, 1998, Registration No. 333-51989, as
amended on May 22 and May 27, 1998 (the "Registration Statement"), in which
there is contained a more detailed description of the Merger.
The description of the Merger contained herein is qualified in its
entirety by reference to the Merger Agreement, as previously filed with the
Commission as Exhibits 2.1 and 2.2 to the Registration Statement, and the Press
Releases issued by Corsair dated April 3, 1998 and June 23, 1998, copies of
which are attached hereto as Exhibits 99.1 and 99.2, respectively.
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Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Subscriber.
The Financial Information of Subscriber required to be filed
pursuant to Item 7(a) of Form 8-K was not available at the time
of filing of this Current Report on Form 8-K and will be filed on
a Form 8-K/A as soon as practicable, but in no event later than
60 days after the date this Form 8-K is required to be filed.
(b) Pro Forma Financial Statements.
The Pro Forma Financial Information required to be filed pursuant
to Item 7(b) of Form 8-K was not available at the time of filing
of this Current Report on Form 8-K and will be filed on a Form
8-K/A as soon as practicable, but in no event later than 60 days
after the date this Form 8-K is required to be filed.
(c) Exhibits.
Exhibit 2.1* Agreement and Plan of Reorganization dated April 2,
1998
Exhibit 2.2* Acknowledgement regarding Amendment to Agreement
and Plan of Reorganization by and among Corsair
Communications, Inc., Anteater Acquisition Corp.
and Subscriber Computing, Inc. dated April 28, 1998
Exhibit 99.1 Press Release dated April 3, 1998
Exhibit 99.2 Press Release dated June 23, 1998
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* Filed as an exhibit to the Company's Registration Statement on Form S-4
(file No. 333-51989) filed with the Securities and Exchange Commission on
May 6, 1998 and incorporated herein by reference.
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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.
CORSAIR COMMUNICATIONS, INC.
By: /s/ Mary Ann Byrnes
------------------------------
Mary Ann Byrnes, President and
Chief Executive Officer
Date: July 7, 1998
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EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DOCUMENT PAGE
- ----------- -------- ------------
<S> <C> <C>
2.1* Agreement and Plan of Reorganization by and among Corsair
Communications, Inc., Anteater Acquisition Corp. and Subscriber
Computing, Inc. dated April 2.................................... *
2.2* Acknowledgement regarding Amendment to Agreement and Plan of
Reorganization by and among Corsair Communications, Inc.,
Anteater Acquisition Corp. and Subscriber Computing, Inc. dated
April 28, 1998................................................... *
99.1 Press Release dated April 3, 1998................................ 5
99.2 Press Release dated June 23, 1998................................ 6
</TABLE>
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* Filed as an exhibit to the Company's Registration Statement on Form S-4
(file No. 333-51989) filed with the Securities and Exchange Commission on
May 6, 1998 and incorporated herein by reference.
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EXHIBIT 99.1
Corsair to Acquire Subscriber Computing
Acquisition will bring more comprehensive product offerings, broader customer
base
PALO ALTO, Calif.--(BUSINESS WIRE)--April 3, 1998 Corsair Communications, Inc.
(NASDAQ:CAIR) announced today that it has signed a definitive agreement to
acquire Subscriber Computing, Inc., a privately held supplier of software
systems to the wireless telecommunications industry.
Upon completion of the acquisition, Corsair will issue to Subscriber
shareholders shares of Corsair common stock valued at approximately $70 million
and will pay $1.25 million for expenses incurred by Subscriber in connection
with the acquisition. The exact number of Corsair shares to be issued at closing
is subject to a stock price collar that requires Corsair to issue no less than
approximately 3.6 million shares and no more than approximately 4.4 million
shares. The transaction will be accounted for as a pooling of interests. Corsair
expects to close the acquisition in the second quarter of 1998, subject to
several conditions, including shareholder approval.
Subscriber Computing develops, markets, and supports four major lines of
products for the wireless industry: customer care, billing, and inventory
management; Wireless Intelligent Network (WIN)-based prepaid solutions; fraud
detection; and switch data mediation. Systems developed by Subscriber currently
service over 20 million wireless communications users in Europe, North America,
Australia, Africa, Asia and South America. Subscribers' customers range from
small regional operators to nationwide carriers and multinational corporations.
Corsair president and chief executive Mary Ann Byrnes described the acquisition
as an expansion into new lines of business. "Since founding Corsair three years
ago, we have been very successful at building a widely respected company with
ties to wireless carriers in over 150 markets worldwide," Byrnes said. "Our
strategy is to grow the company, its customer base, and its product lines
rapidly, both through internal efforts and through acquisitions. Subscriber has
an impressive worldwide customer base and a suite of high-quality products which
will help us to leverage the market presence we've built with PhonePrint(R) and
the PhonePrint Roaming Network(TM). These products will quickly put Corsair into
three new lines of business-billing for both voice and messaging networks,
pre-paid solutions, and switch data mediation-which are adjacent to our current
business and which bring us closer to the carriers' critical data flow. This is
a prime opportunity for Corsair to bring a more comprehensive range of products
to more of the wireless industry."
Dennis Andrews, chief executive of Subscriber, described the deal as a joining
of two companies with similar values and priorities. "Subscriber and Corsair are
both deeply committed to helping our customers flourish in an increasingly
competitive environment," said Andrews. "Our companies offer products that help
wireless carriers in similar mission-critical operations; just as importantly,
our companies share a sense of commitment to ensuring the success of those
products after installation. The combination of Subscriber and Corsair can
develop products more quickly and support them more effectively than either
company could do by itself."
Byrnes also pointed to synergies between the two companies' technologies,
products, and organizations. "Both Corsair and Subscriber have a reputation for
developing successful, innovative products for sizable markets. Our respective
product offerings, customer bases, and development capabilities are highly
complementary, and that makes the combination of the two teams that much more
powerful. Our combined financial strength also makes us a stronger partner for
both Subscriber's and Corsair's customers."
Founded in 1994, Corsair Communications, Inc. is a leading provider of
distributed system solutions to the wireless industry. Its PhonePrint fraud
prevention system protects over 20 million cellular users in the U.S., Mexico,
the Caribbean, the Philippines, and Malaysia. Corsair's PhoneCheck(TM)
performance monitoring application helps carriers control churn by reporting on
subscriber equipment performance. The company is also currently developing a
wireless location solution.
This press release may contain forward-looking statements that involve risks and
uncertainties. Actual results may differ materially because of various risks,
including risks associated with the completion of the acquisition of Subscriber,
the integration of Subscriber's business and Corsair's business, product sales
and installation, demand for Corsair's products and services, continued
growth of the wireless telecommunications industry, and other risks associated
with Corsair's business. For an expanded discussion on such risks, please see
the documents filed by Corsair Communications with the U.S. Securities and
Exchange Commission.
Contact:
Bill Taliaferro / Corsair public relations
(650) 842-3263
Martin Silver / Corsair CFO
(650) 842-3281
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EXHIBIT 99.2
Corsair Completes Acquisition of Subscriber Computing
PALO ALTO, Calif.--(BUSINESS WIRE)--June 23, 1998 Corsair Communications, Inc.
(NASDAQ:CAIR), a leading provider of distributed system solutions to the
wireless industry, announced today that it has completed its acquisition of
Subscriber Computing, Inc., a privately held supplier of software systems to the
wireless telecommunications industry.
Under terms of the agreement announced in April, Corsair issued approximately
3,940,000 shares of common stock to existing shareholders of Subscriber. In
addition, Corsair assumed options, previously issued to Subscriber employees, to
purchase up to approximately 375,000 shares of its common stock and warrants to
purchase up to 86,000 shares of its common stock.
Subscriber Computing develops, markets, and supports four major lines of
products for the wireless industry: customer care, billing, and inventory
management; Wireless Intelligent Network (WIN)-based prepaid solutions; fraud
detection; and switch data mediation. Systems developed by Subscriber currently
service over 20 million wireless communications users in Europe, North America,
Australia, Africa, Asia and South America. Subscribers' customers range from
small regional operators to nationwide carriers and multinational corporations.
Corsair Communications, Inc. is a leading provider of distributed system
solutions to the wireless industry. Its PhonePrint fraud prevention system
protects over 20 million cellular users in the U.S., Mexico, the Caribbean, the
Philippines, Malaysia, and Kazakhstan. Corsair's PhoneCheck(TM) performance
monitoring application helps carriers control churn by reporting on subscriber
equipment performance. The company is currently developing a wireless location
solution.
This press release may contain forward-looking statements that involve risks and
uncertainties. Actual results may differ materially because of various risks,
including risks associated with the integration of Subscriber's business and
Corsair's business, product sales and installation, demand for Corsair's
products and services, continued growth of the wireless telecommunications
industry, and other risks associated with Corsair's business. For an expanded
discussion on such risks, please see the documents filed by Corsair
Communications with the U.S. Securities and Exchange Commission.
Contact:
Bill Taliaferro / Corsair Communications
(650) 842-3263
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