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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
IWL COMMUNICATIONS, INCORPORATED
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(Exact name of registrant as specified in its charter)
TEXAS 0-22293 76-0043882
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
12000 AEROSPACE AVENUE, SUITE 200
HOUSTON, TEXAS 77034
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code (281) 482-0289
NOT APPLICABLE
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
See Exhibit 20.1 and 20.2 to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(c) Exhibit.
20.1 Press Release, dated June 22, 1998, regarding the
amendment to merger agreement.
20.2 Press Release, dated June 22, 1998, regarding the
filing of a registration statement.
2
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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 thereunto duly authorized.
IWL COMMUNICATIONS, INCORPORATED
June 23, 1998 By: /s/ Byron M. Allen
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Byron M. Allen
President
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
20.1 Press Release, dated June 22, 1998, regarding the
amendment to merger agreement.
20.2 Press Release, dated June 22, 1998, regarding the
filing of a registration statement.
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IWL Communications Amends Merger Agreement
HOUSTON, June 22, /PRNewswire/ -- IWL Communications, Incorporated ("IWL")
(Nasdaq: IWLC) announced today the preliminary indications are that revenues
for the fiscal quarter ending June 30, 1998, will be approximately $8.2
million compared to $6.7 million for the comparable period in 1997.
Notwithstanding such increase, such revenues are below IWL's expectations and
such shortfall results primarily from contract delays.
IWL also announced that, effective June 20, 1998, it has amended the
Agreement and Plan of Merger and Plan of Exchange (the "Merger Agreement")
previously announced on February 17, 1998. The Merger Agreement relates to
mergers involving IWL, its wholly owned subsidiary, CapRock Communications
Corp. ("Holdings"), and CapRock Telecommunications Corp. (formerly CapRock
Communications Corp.) ("CapRock") and an exchange offer for partnership
interests in CapRock Fiber Network, Ltd. ("Fiber"). Among other things, the
amendment changes the exchange ratios so that, in the mergers, each share of
IWL's outstanding common stock will become one share of common stock of
Holdings and each share of CapRock's outstanding common stock will become
1.78903878 shares of common stock of Holdings and, in the exchange offer,
holders of partnership interests will be entitled to receive 63,194.54 shares
of Holdings common stock for each 1% partnership interest tendered to
Holdings. As a result of the change in the exchange ratios, the owners of
CapRock common stock and options and holders of partnership interests in
Fiber will receive (assuming all partnership interests in Fiber are exchanged
in the exchange offer) 25,277,816 shares of Holdings common stock and will
hold approximately 85% of the common stock of Holdings on a diluted basis
upon consummation of the transactions. The amendment also removes a number
of conditions to the closing.
This amendment and the revised exchange ratios were prompted in part by
(i) contract delays causing lower IWL project revenues and operating income
than set forth in the IWL business plan furnished to Caprock and Fiber in
connection with the original negotiations of the Merger Agreement, (ii) the
continued improvement in CapRock's and Fiber's operations, and (iii) the
significant expansion in CapRock's and Fiber's business plans from the plans
furnished to IWL in connection with the original negotiations of the Merger
Agreement. In anticipation of the mergers, Holdings, CapRock and Fiber
intend to incur approximately $150 million of indebtedness to be evidenced by
senior notes ("Proposed Notes") to be issued to institutional investors in
the near future, subject to market conditions, primarily to fund the
construction of Fiber's expanded fiber network. Until the mergers are
completed, IWL would be required to guarantee the repayment of the Proposed
Notes which guaranty, based upon the currently proposed structure requiring
the escrow of proceeds, is estimated to create a contingent liability for IWL
of not more than $6 million. No assurance can be given that the Proposed
Notes will, in fact, be offered or if offered, will be sold.
(more)
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-2-
Certain of the foregoing information contains forward-looking statements
regarding future events or the future financial performance of IWL including,
but not limited to, statements preceded by, followed by or that include the
words "believes," "expects," "estimated," "expectations," "proposed,"
"anticipates," "intends," "plans," "indications are," "estimates," "may,"
"will," "would," "could," "should," or "continue" or the negative thereof or
other variations thereof and other similar expressions and all other
statements that are not historical facts. All forward-looking statements
involve risks and uncertainties and do not purport to be predictions of
future events or circumstances and actual results could differ materially.
Readers are cautioned that the following important factors, in addition to
others could affect the future results of IWL, the other future events
described above and cause those results or events to differ materially from
those expressed in such forward-looking statements: industry concentration
and IWL's dependence on major customers, competition, risk associated with
international operations and entry into new markets, government regulation,
variability in operating results, general business and economic conditions;
customer acceptance of and demand for IWL's new products; IWL's overall
ability to design, test, and introduce new products on a timely basis,
reliance on third parties and other telecommunication carriers, IWL's ability
to manage change, dependence on key personnel, dependence on information
systems and changes in technology, possible service interruptions, and the
general market conditions for debt issuances.
SOURCE IWL Communications, Inc.
-0- 06/22/98
/CONTACT: Karen L. Beuchaw of IWL Communications, 281-482-0289, or
[email protected]/
/Company News On-Call: http://www.prnewswire.com or fax, 800-758-5804,
ext. 122396/
/Web site: http://www.iwlc.com/
(IWLC)
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IWL Communications, Incorporated Announces Filing of Registration Statement
on Form S-4 to Facilitate the Mergers Announced on February 17, 1998
HOUSTON, June 22, /PRNewswire/ -- IWL Communications, Incorporated
(Nasdaq: IWLC) ("IWL") announced today the filing by its wholly-owned
subsidiary, CapRock Communications Corp. ("Holdings"), of a Registration
Statement on Form S-4 to register the shares to be issued by Holdings in
connection with the mergers previously announced on February 17, 1998
involving IWL and CapRock Telecommunications Corp. (formerly CapRock
Communications Corp.) ("CapRock") and the exchange offer for partnership
interests in CapRock Fiber Network, Ltd. ("Fiber"). In the mergers, each
share of IWL's outstanding common stock will become one share of common stock
of Holdings and each share of CapRock's outstanding common stock will become
1.789030878 shares of common stock of Holdings. Holders of partnership
interests will be entitled to receive 63,194.54 shares of Holdings common
stock for each 1% partnership interest exchanged pursuant to the exchange
offer. The parties will consummate the mergers and exchange offer as soon as
all conditions have been satisfied. Those conditions include approval by the
shareholders of both IWL and CapRock, tenders of at least 80% of the
outstanding partnership interests in Fiber, and certain regulatory approvals.
It is anticipated that the conditions of approval will be satisfied by no
later than August 31, 1998.
A registration statement relating to these securities has been filed
with the Securities and Exchange Commission but has not yet become effective.
These securities may not be sold nor may offers to buy be accepted prior to
the time the registration statement becomes effective. This press release
shall not constitute an offer to sell or the solicitation of an offer to buy
nor shall there by any sale of these securities in any state in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.
A prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended, may be obtained from Karen L. Beuchaw of IWL
Communications, Incorporated, 12000 Aerospace Avenue, Suite 200, Houston,
Texas 77034, when it becomes available.
SOURCE IWL Communications, Inc.
-0- 06/22/98
/CONTACT: Karen L. Beuchaw of IWL Communications, Incorporated,
281-482-0289, or e-mail [email protected]/
/Company News On-Call: http://www.prnewswire.com or fax, 800-758-5804,
ext. 122396/
/Web site: http://www.iwlc.com/
(IWLC)
