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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): December 7, 1999
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TELESCIENCES, INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-22601 51-0356153
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
4000 MIDLANTIC DRIVE, MT. LAUREL, NJ 08054
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (856) 866-1000
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(Former name or former address, if changed since last report
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Items 1 and 5. CHANGES IN CONTROL OF REGISTRANT AND OTHER EVENTS.
On December 7, 1999, EDB Business Partner ASA, a Norwegian limited
company ("Parent"), through EDB 4tel Acquisition Corporation, a Delaware
corporation and a wholly owned subsidiary of Parent ("Purchaser"), accepted for
purchase approximately 958,000 shares of the common stock, par value $.04 per
share (the "Shares"), of Telesciences, Inc., a Delaware corporation (the
"Company"), that had been validly tendered and not withdrawn pursuant to
Purchaser's tender offer for all of the outstanding Shares at $8.79 per Share,
net to the seller in cash (the "Offer"). The Offer was made pursuant to an
Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 19,
1999, by and among the Company, Parent and Purchaser, which provides for, among
other things, the making of the Offer by Purchaser and, following the
consummation of the Offer, the merger of Purchaser with and into the Company.
A total of 958,514 Shares were tendered and accepted pursuant to the
Offer, including 8,327 Shares tendered by guaranteed delivery, representing
approximately 91.75% of the Shares outstanding. The aggregate purchase price for
the Shares purchased pursuant to the Offer was approximately $8,425,338. These
funds were from the working capital of Parent.
In accordance with the terms of the Merger Agreement, effective upon
payment being made for the Shares, Robert B. Kelly, Sammy W. Pearson, Trevor
Sokell and Michael G. Wilkinson have resigned from the Board of Directors of the
Company, and Asbjorn Eide, Arnhild Schia, Kjersti Wiklund and Kjell Lia have
been appointed to fill the resulting vacancies. C. Thomas Faulders, III and
Andrew P. Maunder will remain on the Board of Directors of the Company until
consummation of the merger of Purchaser with and into the Company, which is
expected to occur on or about December 8, 1999.
To the knowledge of the Company, except as set forth herein, there are
no arrangements, including any pledge by any person of securities of the
Company, the operation of which may at a subsequent date result in a further
change in control of the Company.
In connection with the completion of the Offer, Parent issued a press
release attached hereto as Exhibit 99.1.
In addition, the Company paid $3,820,243.88 to Securicor Communications
Limited in consideration for, and pursuant to, the terms of the Series A
Preferred Stock.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibits are filed with this report:
Exhibit No. Title
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99 Press Release
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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.
TELESCIENCES, INC.
Dated: December 8, 1999 By: /s/ Asbjorn Eide
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Asbjorn Eide
President and Chief Executive Officer
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FOR IMMEDIATE RELEASE
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EDB BUSINESS PARTNER ASA COMPLETES TENDER OFFER FOR TELESCIENCES, INC.
OSLO, NORWAY, DECEMBER 8 - EDB Business Partner ASA announced today that it has
completed its tender offer to purchase the outstanding shares of common stock of
Telesciences, Inc. (NASDAQ:TLSI) for $8.79 per common share.
The offer expired at 12:00 Midnight, New York City time, on Tuesday, December 7,
1999. As of the expiration of the offer, 958,514 shares of common stock of
Telesciences had been tendered, including 8,327 shares tendered by guaranteed
delivery, which constitutes approximately 91.75% of the outstanding common stock
of Telesciences.
Following the consummation of the tender offer, EDB 4tel Acquisition Corp., a
wholly owned subsidiary of EDB Business Partner ASA, will be merged with and
into Telesciences. Holders of Telesciences, Inc. common stock, other than EDB
4tel Acquisition Corp., will receive $8.79 per share in cash pursuant to the
merger. After the merger, Telesciences, Inc. will be wholly owned by EDB
Business Partner ASA.
Headquartered in Oslo, with offices in Norway, Ireland, Sweden, the Netherlands
and France, EDB Business Partner ASA has more than 2,200 employees. Its
subsidiary, EDB 4tel, a Norwegian limited company, originated in the R&D
division of Telenor, Norway's incumbent telecom operator, and was spun off as a
separate business unit in 1998 before merging with one of Norway's leading IT
groups - EDB Business Partner ASA.
Serving telecommunications and information service providers worldwide for 30
years, Telesciences, Inc is an ISO certified company. Telesciences is recognized
as a leader in the provision of real-time billing data collection and
processing, fraud management and traffic management systems. Additional
information on Telesciences can be found on its home page at
http://www.telesciences.com.
This release contains forward looking statements that are subject to risks and
uncertainties, including, but not limited to, the impact of competitive products
and pricing, the volatility of international markets, product demand and market
acceptance, new product development, reliance on key strategic alliances,
availability of raw materials, the regulatory environment, fluctuations in
operating results and other risks detailed from time to time in Telesciences,
Inc.'s filings with the Securities and Exchange Commission.
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COMPANY CONTACT:
Eivind Kinck
Executive Vice President
EDB Business Partner ASA
Phone: 011 47 22 72 8001
