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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): September 30, 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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Item 1. Changes in Control of Registrant
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(a) On September 30, 1999, the Registrant purchased all 3,476,900
shares of its Common Stock, $0.01 par value, held by Securicor Communications
Limited ("SCL"), a subsidiary of Securicor plc. In exchange for the shares of
Common Stock, the Registrant issued to SCL an equal number of shares of its
Series A Preferred Stock, $0.01 par value.
The Series A Preferred Stock is non-voting, non-participating and non-
dividend bearing. The redemption price and preference amount of the Series A
Preferred Stock is to be fixed generally at half of the amount per share paid to
holders of the Common Stock in the event that there is a strategic transaction
involving the Registrant by December 31, 2000, but not less than 25 cents per
share. Either the Registrant or SCL can compel redemption upon the earlier of a
strategic transaction involving the Registrant or December 31, 2000.
The purchase was made pursuant to an Exchange Agreement dated
September 30, 1999 by and among the Registrant, SCL and Security Services plc
("Services"), a subsidiary of Securicor plc (the "Exchange Agreement").
Services also agreed in the Exchange Agreement to extend its $3,000,000 letter
of credit currently supporting the Registrant's Silicon Valley Bank credit
facility from December 31, 1999 until December 31, 2000 or the completion of a
strategic transaction involving the Registrant, whichever is earlier. Services
has the right to reduce the amount of the letter of credit to $2,000,000 at June
30, 2000. SCL also granted a proxy to vote at the Registrant's Special Meeting
of Stockholders scheduled for October 14, 1999 in favor of the Registrant's
pending proposal to amend its Certificate of Incorporation to effect a one-for-
four reverse split of its Common Stock.
Because SCL held 45.4% of the Registrant's Common Stock prior to the
purchase by the Registrant pursuant to the Exchange Agreement, a change of
control of the Registrant may be deemed to have occurred. However, no admission
is made hereby that a change of control of the Registrant has occurred. There
has been no change in the composition of the Registrant's Board of Directors and
no rights to elect directors have been granted, terminated or modified.
A copy of the Exchange Agreement (including as an exhibit thereto the
Certificate of Designation which establishes
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the terms of the Series A Preferred Stock) and a press release issued by the
Registrant in connection with the exchange are filed herewith as Exhibits 99.1
and 99.2.
(b) There are no arrangements relating to the above-described
transactions which may at a subsequent date result in a change of control of the
Registrant.
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Signatures
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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: October 13, 1999 By: /s/ Andrew P. Maunder
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Andrew P. Maunder
President
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Exhibit Index
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The following exhibits are filed as part of this Current Report on Form 8-K:
Exhibit
No. Item
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99.1 Exchange Agreement, dated September 30, 1999, by and among
the Registrant, SCL and Securicor plc (including as an
exhibit thereto the Certificate of Designation which
establishes the terms of the Series A Preferred Stock).
99.2 Press Release, dated September 30, 1999.
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Exhibit 99.1
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EXCHANGE AGREEMENT
This EXCHANGE AGREEMENT (the "Agreement") entered into as of September 30,
1999, is by and among TELESCIENCES, INC., a Delaware corporation (the
"Company"), SECURITY SERVICES PLC, a company organized under the laws of England
and Wales ("Securicor") and Securicor Communications Limited, a company
organized under the laws of England and Wales, and an indirect subsidiary of
Securicor (the "Subsidiary").
WITNESSETH:
WHEREAS, Securicor, through the Subsidiary, owns 3,476,900 shares (the
"Exchange Common Shares") of the common stock, $0.01 par value, of the Company
(the "Common Stock"); and
WHEREAS, Securicor and the Company have agreed that the Subsidiary will
surrender to the Company the Exchange Common Shares, and the Company will issue
to the Subsidiary, in exchange for each Exchange Common Share, one share of the
Series A Preferred Stock of the Company (the "Preferred Stock"), which shall be
non-convertible, non-participating and shall bear no dividend, and shall
otherwise have the rights and preferences more particularly set forth on the
Certificate of Designation of Preferences and Rights of Series A Preferred Stock
attached as Exhibit A hereto (the "Certificate of Designation").
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NOW, THEREFORE, in mutual consideration of the premises and the respective
representations, warranties, covenants and agreements contained herein, and
intending to be legally bound hereby, the parties hereto agree as follows:
ARTICLE I - EXCHANGE
1.1 Items to be Exchanged. Contemporaneously with the execution of this
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Agreement, the Subsidiary is surrendering to the Company stock certificates
evidencing the Exchange Common Shares, together with a stock power executed by
the Subsidiary, and, in exchange, and for no additional consideration except as
specifically set forth herein, the Company is delivering to the Subsidiary a
stock certificate evidencing an equal number of shares of the Preferred Stock
(collectively, the "Issued Preferred Shares"). The Subsidiary is also
delivering an executed irrevocable proxy in the form attached as Exhibit B
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hereto to vote in favor of an amendment to the Company's Certificate of
Incorporation to effect a one-for-four reverse split of the Common Stock.
ARTICLE II - REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to Securicor and the Subsidiary
as follows:
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2.1 Corporate Status. The Company is a corporation duly organized,
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validly existing and subsisting under the laws of the State of Delaware and has
the corporate power to own and operate its properties, to carry on its business
as now conducted and to enter into and to perform its obligations under this
Agreement.
2.2 Authorization; Absence of Conflicts. The Company has full legal
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right, power and authority to enter into and perform its obligations under this
Agreement without the consent or approval of any other person, firm,
governmental or regulatory agency or other legal entity. The execution and
delivery of this Agreement and the performance by the Company of its obligations
hereunder are within the corporate powers of the Company and have been duly
authorized by all necessary corporate action properly taken, have received all
necessary governmental approvals, if any were required, and do not and will not
contravene or conflict with (a) the Certificate of Incorporation or Bylaws of
the Company, as amended, (b) any material agreement to which the Company or any
of its subsidiaries is a party or by which any of them or their properties is
bound, or constitute a default thereunder, or result in the creation or
imposition of any lien, charge, security interest, or encumbrance of any nature
upon any of the property or assets of the Company or any of its subsidiaries
pursuant to the terms of any such agreement or instrument, or (c) violate any
provision of law or any applicable judgment, ordinance, rule, regulation or
order of any court or governmental or regulatory agency. The officer executing
this Agreement is duly authorized to act on behalf of the Company.
2.3 Filing of Certificate of Designation. The Certificate of Designation
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has been filed with the Secretary of State of the State of Delaware.
2.4 Validity and Binding Effect. This Agreement is the legal, valid and
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binding obligation of the Company, enforceable against the Company in accordance
with its terms, except as such enforceability may be limited by the effect of
bankruptcy, insolvency or similar laws affecting creditors' rights generally or
by general principles of equity.
2.5 Validity of Issued Preferred Shares. The Issued Preferred Shares have
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been duly and validly authorized, and when issued and delivered in exchange for
the Exchange Common Shares, will be duly and validly issued, fully paid and non-
assessable. The Issued Preferred Shares will not be subject to any preemptive
or other right to subscribe for or purchase such shares. Upon surrender of the
Exchange Common Shares and delivery of the Issued Preferred Shares in accordance
with this Agreement, the Subsidiary will have good and marketable title to the
Issued Preferred Shares, free and clear of any restrictions on transfer, liens,
encumbrances, security interests, equities and claims whatsoever.
2.6 Exemption from Registration. The issuance by the Company of the
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Issued Preferred Shares is exempt from registration under the Securities Act of
1933, as amended (the "Securities Act").
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ARTICLE III - REPRESENTATIONS AND WARRANTIES
OF SECURICOR AND THE SUBSIDIARY
Securicor and the Subsidiary hereby jointly and severally represent and
warrant to the Company as follows:
3.1 Organizational Status. Securicor is a company duly organized, validly
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existing and in good standing under the laws of the jurisdiction of its
formation. The Subsidiary is a company duly organized, validly existing and in
good standing under the laws of the jurisdiction of its formation. Each of
Securicor and the Subsidiary has the organizational power to own and operate its
properties, to carry on its business as now conducted and to enter into and to
perform its obligations under this Agreement, as applicable.
3.2 Authorization. Each of Securicor and the Subsidiary has full legal
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right, power and authority to enter into and perform its obligations under this
Agreement without the consent or approval of any other person, firm,
governmental agency or other legal entity. The execution and delivery of this
Agreement and the performance by each of Securicor and the Subsidiary of its
obligations hereunder are within the organization powers of Securicor and the
Subsidiary, as the case may be, and have been duly authorized by all necessary
organizational action properly taken, have received all necessary governmental
approvals, if any were required, and do not and will not contravene or conflict
with (a) the organizational documents of Securicor or the Subsidiary, (b) any
material agreement to which Securicor or the Subsidiary, or any of the
subsidiaries of either, is a party or by which either of them, or any of their
subsidiaries, or any of their respective properties is bound, or constitute a
default thereunder, or result in the creation or imposition of any lien, charge,
security interest or encumbrance of any nature upon any of the property or
assets of Securicor or the Subsidiary, or any of their respective subsidiaries,
pursuant to the terms of any such agreement or instrument, (c) any agreement to
which Securicor or the Subsidiary, or any of their respective subsidiaries, is a
party or by which either of them, or any of their respective subsidiaries, is
bound, which agreement specifically concerns the Exchange Common Shares, or
constitute a default thereunder or (d) violate any provision of law or any
applicable judgment, ordinance, regulation or order of any court or governmental
agency. The persons executing this Agreement on behalf of Securicor and the
Subsidiary are duly authorized to act on behalf of Securicor and the Subsidiary,
respectively.
3.3 Validity and Binding Effect. This Agreement is the legal, valid and
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binding obligation of each of Securicor and the Subsidiary, enforceable against
both in accordance with its terms, except as such enforceability may be limited
by the effect of bankruptcy, insolvency or similar laws affecting creditors'
rights generally or by general principles of equity.
3.4 Ownership of Securities. The Subsidiary is the sole legal and
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beneficial owner of the Exchange Common Shares and has good and marketable title
to the Exchange Common Shares, free and clear of any restrictions on transfer,
liens, encumbrances, security interests, equities and claims whatsoever. Upon
surrender of the Exchange Common Shares by the Subsidiary, in exchange for the
Issued Preferred Shares in accordance with this Agreement, the Company will have
good and marketable title to the Exchange Common Shares, free and clear of
3
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any restrictions on transfer, liens, encumbrances, security interests, equities
and claims whatsoever.
3.5 Underwriter Status. The Subsidiary is not acquiring the Issued
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Preferred Shares with a view to, or for resale in connection with, any
distribution or public offering thereof within the meaning of the Securities
Act.
3.6 Restricted Shares. Securicor and the Subsidiary understand that the
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Issued Preferred Shares have not been registered under the Securities Act, or
under any state securities or Blue Sky laws, and further acknowledge that the
certificates for the Issued Preferred Shares will contain legends to that
effect.
ARTICLE IV - CERTAIN COVENANTS
4.1 Prohibition on Resale. The Subsidiary shall not sell or otherwise
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dispose of the Issued Preferred Shares without the prior written agreement of
the Company except in accordance with Section 6 of the Certificate of
Designation.
4.2 Letter of Credit. Securicor has issued, prior to the date hereof, a
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letter of credit securing the Company's obligations under its bank credit
facility. Securicor hereby agrees to maintain the validity of such letter of
credit upon the terms and conditions as are currently operative until the
earlier of December 31, 2000 or the completion of a Strategic Transaction (as
defined in Section 6(C)(3) of the Certificate of Designation); provided that, on
or after June 30, 2000, Securicor may reduce the amount of such letter of credit
to Two Million Dollars ($2,000,000). On the earlier of the date of completion
of a Strategic Transaction or December 31, 2000, such letter of credit shall be
terminated, and the Company, or its successor, shall repay all amounts due under
the Credit Facility.
ARTICLE V - MISCELLANEOUS
5.1 Expenses. Securicor and the Company shall each bear its own costs and
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expenses incurred in connection with the negotiation and formation of this
Agreement and the consummation of the transactions contemplated hereby.
5.2 Notices. All communications provided for hereunder shall be in
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writing and shall be delivered personally, or mailed by registered mail, or by
prepaid overnight air courier, or by facsimile communication, in each case
addressed:
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If to Securicor Securicor PLC
or the Subsidiary: Sutton Park House
15 Carshalton Road
Sutton Surrey
United Kingdom SM14LD
Fax: 44 208 770 1145
Attention: Nigel Griffith
If to the Company: Telesciences, Inc.
4000 Midlantic Drive
Mt. Laurel, NJ 08054
Fax: (856) 866-2439
Attention: Andrew P. Maunder
or such other address as a party hereto may designate to the other in writing,
which address (whether the one set forth above or so designated) shall be deemed
to have been provided by the parties hereto for the purposes of Section 6(C)(6)
of the Certificate of Designation; provided, however, that a notice sent by
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overnight air courier shall only be effective if delivered at a street address
designated for such purpose by such person and a notice sent by facsimile
communication shall only be effective if made by confirmed transmission at a
telephone number designated for such purpose by such person or, in either case,
as Securicor or the Company may designate to the other party in writing.
5.3 Successors and Assigns. Neither the Company, Securicor nor the
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Subsidiary shall assign any of its rights nor delegate any of its duties under
this Agreement, by operation of law or otherwise, without the prior express
written consent of the other party; except that the Company may assign its
rights and delegate its duties under this Agreement to its successor in a
Strategic Transaction without the consent of, or prior notice to, Securicor or
the Subsidiary. Upon any assignment pursuant to this Section 5.3, this
Agreement shall be binding upon such assignee.
5.4 Obligations and Liabilities of the Subsidiary. Securicor shall cause
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the Subsidiary to fulfill all of its obligations hereunder and Securicor shall
be liable for any breach by the Subsidiary of any provision of this Agreement.
5.5 Survival of Representations and Warranties. All representations and
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warranties made by the Company, Securicor and the Subsidiary under this
Agreement shall survive the exchange being effectuated pursuant to this
Agreement.
5.6 Severability. Should any part of this Agreement for any reason be
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declared invalid or unenforceable, such declaration shall not affect the
validity of any remaining portion, which remaining portion shall remain in force
and effect as if this Agreement had been executed with the invalid or
unenforceable portion thereof eliminated and it is hereby declared the intention
of the parties hereto that they would have executed the remaining portion of
this
5
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Agreement without including therein any such part, parts or portion which may
for any reason, be hereafter declared invalid or unenforceable.
5.7 Governing Law. This Agreement shall be governed by and construed in
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accordance with the law of the State of Delaware, without regard to its conflict
of law rules.
5.8 Captions; Counterparts. The descriptive headings of the various
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Sections or parts of this Agreement are for convenience only and shall not
affect the meaning or construction of any of the provisions hereof. This
Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
5.9 Entire Agreement. This Agreement constitutes the entire agreement of
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the parties with regard to the subject matter of the transactions contemplated
hereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered by their duly authorized officers as of the date first
written above.
TELESCIENCES, INC.
By: /s/ Andrew P. Maunder
_________________________________
Name: Andrew P. Maunder
Title: President
SECURITY SERVICES PLC
By: /s/ N. Griffith
_________________________________
Name: N. Griffith
Title: Director
SECURICOR COMMUNICATIONS LIMITED
By: /s/ M.G. Wilkenson
_________________________________
Name: M.G. Wilkenson
Title: Director
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<PAGE>
CERTIFICATE OF DESIGNATION OF PREFERENCES
AND RIGHTS OF SERIES A PREFERRED STOCK
of
TELESCIENCES, INC.
Pursuant to Section 151 of the General Corporation Law of the State of
Delaware, the undersigned officer of Telesciences, Inc., a corporation organized
and existing under the General Corporation Law of the State of Delaware (the
"Corporation"), in accordance with the provisions of Section 103 thereof, DOES
HEREBY CERTIFY:
That pursuant to the authority conferred upon the Board of Directors
by the Certificate of Incorporation of the Corporation, the Board of Directors
on September 24, 1999 adopted the following resolution creating a series of
3,476,900 shares of Preferred Stock designated as Series A Preferred Stock:
RESOLVED, that pursuant to the authority vested in the Board of
Directors of this Corporation in accordance with the provisions of its
Certificate of Incorporation, a series of Preferred Stock of the Corporation be
and it hereby is created, and that the designation and amount thereof and the
voting powers, preferences and relative, participating, optional and other
special rights of the shares of such series, and the qualifications, limitations
or restrictions thereof are as follows:
Section 1. Designation, Par Value and Amount. The shares of such
---------------------------------
series shall be designated as "Series A Preferred Stock," shall have a par value
of $0.01 per share, and the number of shares constituting such series shall be
3,476,900.
Section 2. Dividends and Distributions. The holders of shares of
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Series A Preferred Stock shall not be entitled to receive any dividends with
respect to such shares.
Section 3. Voting Rights. The shares of Series A Preferred Stock
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shall not have any voting rights (including without limitation any right to vote
with respect to mergers to which the Corporation is a party) except as provided
by law.
Section 4. Reacquired Shares; Additional Issuances. Any shares of
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Series A Preferred Stock purchased or otherwise acquired by the Corporation in
any manner whatsoever shall be retired and canceled promptly after the
acquisition thereof. All such shares shall upon their cancellation become
authorized but unissued shares of Preferred Stock and may be reissued as part of
a new series of Preferred Stock to be created by resolution or resolutions of
the Board of Directors, subject to the conditions and restrictions on issuance
set forth herein.
<PAGE>
Section 5. Liquidation, Dissolution or Winding Up.
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(A) Upon any liquidation (voluntary or otherwise),
dissolution or winding up of the Corporation (it being specifically acknowledged
that a merger shall not constitute such a liquidation, dissolution or winding
up), no distribution shall be made to the holders of shares of stock ranking
junior (upon liquidation, dissolution or winding up) to the Series A Preferred
Stock unless, prior thereto, the holders of shares of Series A Preferred Stock
shall have received an amount equal to the Designated Price per Share as defined
in Section 6. Following the payment in full of such amount, holders of Series A
Preferred Stock shall not be entitled to any further participation in any assets
of the Corporation.
(B) For purposes of this Section 5, the Series A Preferred
Stock shall be deemed senior (upon liquidation, dissolution or winding up) to
all existing capital stock of the Corporation and any capital stock of the
Corporation issued after the date of issuance of the Series A Preferred Stock.
Section 6. Put Option; Mandatory Redemption. The holders of Series A
--------------------------------
Preferred Stock shall have the following redemption rights and obligations:
(A) Put Option. Any holder of Series A Preferred Stock
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shall have the option (the "Put Option"), without the payment of any additional
consideration, to require the Company to purchase from such holder the shares of
Series A Preferred Stock held by such holder at the Designated Price per Share
(as defined below), by exercising the Put Option in accordance with the terms of
this Section 6.
(B) Mandatory Redemption. The Corporation shall have the
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right (the "Redemption Right") to require the holder of the Series A Preferred
Stock to sell to the Corporation the shares of Series A Preferred Stock held by
such holder by exercising the Redemption Right in accordance with the terms of
this Section 6.
(C) Terms Applicable to Put Option and Redemption Right.
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(1) Exercise of Put Option or Redemption Right. The
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Put Option may be exercised by the holder, by written notice, one time in the
aggregate, but not from time to time, in full but not in part, upon the earlier
of (i) the completion by the Corporation of a Strategic Transaction (as defined
below) or (ii) December 31, 2000. The Redemption Right may be exercised by the
Corporation, without prior notice, one time in the aggregate, but not from time
to time, in full but not in part, upon the earlier of (i) the completion by the
Corporation of a Strategic Transaction or (ii) December 31, 2000.
(2) Designated Price. The "Designated Price per Share"
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of the Series A Preferred Stock shall equal: (I) if payment is made pursuant to
subsections 6(C)(5)(i), (ii) or (iii) below, the greater of (a) Twenty-Five
Cents ($0.25) or (b) fifty percent (50%) of the per share valuation of the
Common Stock at which the Strategic Transaction is consummated as determined by
the Corporation's Board of Directors in its reasonable discretion; or (II), if
payment is made pursuant to subsection 6(C)(5)(iv) below, the greater of (a)
Twenty-Five Cents ($0.25) or (b) seventy-five percent (75%) of the per share
valuation of the Common Stock at
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which the Strategic Transaction is consummated as determined by the
Corporation's Board of Directors in its reasonable discretion; provided that, in
any event, if no Strategic Transaction is consummated prior to December 31,
2000, the Designated Price shall equal Twenty-Five Cents ($0.25). The foregoing
shall be subject to adjustment upon a stock split; for example, if the
Corporation effects a one for four reverse split of its Common Stock, the
amounts determined pursuant to subclause (C)(2)(I)(a) or (C)(2)(II)(a) and the
immediately preceding proviso would not change, but the amount determined
pursuant to subclause (C)(2)(I)(b) would equal fifty (50%) of one-quarter (1/4)
of the per share valuation of the Common Stock at which the Strategic
Transaction is consummated; accordingly, if, after such stock split, the holders
of the Corporation's Common Stock received Four Dollars ($4.00) per share
pursuant to a Strategic Transaction completed prior to December 31, 2000, the
Designated Price per Share under subclause (C)(2)(I) would equal Fifty Cents
($.50).
(3) Strategic Transaction. A "Strategic Transaction"
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shall mean (i) the sale by the Corporation of all, or substantially all, of the
assets of the Corporation; (ii) the merger of the Corporation with or into
another entity; or (iii) a tender offer accepted by at least the holders of a
majority of the Corporation's then outstanding Common Stock.
(4) Method of Exercise.
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(X) Put Option. Along with written notice of the
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exercise of the Put Option, the holder giving such notice shall provide to the
Corporation certificates for the shares of the Series A Preferred Stock covered
by such notice. Such certificates shall be endorsed or accompanied by written
instrument or instruments of transfer, in form satisfactory to the Corporation,
duly executed by the registered holder or such registered holder's attorney duly
authorized in writing.
(Y) Redemption Right. Upon the receipt by the
----------------
holder of written notice by the Corporation of the exercise of the Redemption
Right and payment in full of the consideration relating thereto, the holder
shall provide to the Corporation, as promptly as practicable, certificates for
the shares of the Series A Preferred Stock covered by such notice. Such
certificates shall be endorsed or accompanied by written instrument or
instruments of transfer, in form satisfactory to the Corporation, duly executed
by the registered holder or such registered holder's attorney duly authorized in
writing.
(5) Methods of Payment. Payment with respect to the
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Put Option or the Redemption Right shall be made, at the sole option of the
Corporation or its successor in a Strategic Transaction (except as provided in
subclause (iv) below), by (i) bank treasurer's check or bank cashier's check,
(ii) a wire transfer of immediately available funds to an account specified by
the holder to the Corporation, (iii) if the Note Conditions (as defined at the
end of this subsection) are met, delivery of a promissory note of the
Corporation or its successor pursuant to a Strategic Transaction, in the form
attached as Annex A hereto (or in such other form (with such other terms) to
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which the holder and Corporation agree in writing), or (iv) if the Note
Conditions are not met, and if so agreed in writing by the Corporation and the
holder, delivery of a one-year promissory note of the Corporation or its
successor pursuant to a Strategic Transaction, in the form attached as Annex A
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hereto (or in such other form (with such other terms) to which the holder and
Corporation agree in writing); in each case in the aggregate
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<PAGE>
amount of the Designated Price per Share for all of the shares of Series A
Preferred Stock being purchased by the Corporation, or by any other means as are
agreed to by the holder and the Corporation. In the case of the exercise by the
holder of the Put Option, such payment shall occur no later than ten days after
exercise of the Put Option in accordance with the foregoing. In the case of the
exercise by the Corporation of the Redemption Right, the Corporation shall
transmit such payment along with its notice to the holder of the exercise of the
Redemption Right. The "Note Conditions" are: (X) the promissory note issued
pursuant to subsection 6(C)(5)(iii) above has a maturity date not later than
March 31, 2000; (Y) the interest rate per annum on such note is at least eight
percent (8%) and (Z) the Designated Price per Share is at least Seventy-Five
Cents ($0.75).
(6) Effectiveness.
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(X) Put Option. The purchase by the Corporation of the
----------
shares of Preferred Stock pursuant to the exercise of the Put Option shall be
effective, and the shares so purchased shall be deemed no longer outstanding,
upon the delivery of a check or promissory note (if payment by promissory note
is permitted under subsection 6(C)(5)(iii) or (iv) above) in the full amount
required by this Section 6 in accordance with subclause 5(i), 5(iii) or 5(iv),
as applicable, to Federal Express, DHL or another similarly recognized
international courier for delivery to the holder at an address specified by the
holder for such purpose or upon the initiation of a wire transfer to an account
specified in accordance with subclause 5(ii); provided that, if such purchase
takes place at or about the time of a Strategic Transaction, the effective time
of such purchase may be designated by the Corporation, in its sole discretion,
to occur immediately prior to, simultaneously with or immediately after the
consummation of a Strategic Transaction.
(Y) Redemption Right. The purchase by the Corporation
----------------
of the shares of Series A Preferred Stock pursuant to the exercise of the
Redemption Right shall be effective, and the shares so purchased shall be
automatically deemed no longer outstanding, without any requirement of delivery
of prior notice to the holder, upon the delivery of a check or promissory note
(if payment by promissory note is permitted under subsection 6(C)(5)(iii) or
(iv) above) in the full amount required by this Section 6 in accordance with
subclause 5(i), 5(iii) or 5(iv), as applicable, to Federal Express, DHL or
another similarly recognized international courier for delivery to the holder at
an address specified by the holder for such purpose or upon the initiation of a
wire transfer to an account specified in accordance with subclause 5(ii);
provided that, if such purchase takes place at or about the time of a Strategic
Transaction, the effective time of such purchase may be designated by the
Corporation, in its sole discretion, to occur immediately prior to,
simultaneously with or immediately after the consummation of a Strategic
Transaction.
Section 7. No Redemption. The shares of Series A Preferred Stock
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shall not be redeemable, except as provided in Section 6.
Section 8. No Other Rights. The shares of Series A Preferred Stock
---------------
shall not have any voting powers, conversion rights or other special rights
except as specifically set forth herein.
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<PAGE>
IN WITNESS WHEREOF, we have executed and subscribed this Certificate
and do affirm the foregoing as true under the penalties of perjury this 30th day
of September, 1999.
TELESCIENCES, INC.
By: /s/ Andrew P. Maunder
_____________________________
Name: Andrew P. Maunder
Title: President
Attest:
/s/ Frances Penfold
_____________________________
Secretary
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ANNEX A
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PROMISSORY NOTE
$____________ ____________, ____
FOR VALUE RECEIVED, _________________________ (the "Company") hereby
promises to pay to ______________________ (the "Payee") the principal amount of
_______________________ Dollars ($________) one year from the date hereof.
[Interest on the principal balance at the rate of __ percent (__%) per annum
shall be paid on the date the principal payment is due.]
The principal and interest shall be paid at _________________ or such
other address as the Payee shall specify in writing.
The Company may at any time and from time to time prepay all or any
portion of the principal sum of this Note without penalty or premium.
The Company hereby waives presentment, demand, protest, notice of
protest and all other demands or notices of any sort in connection with the
delivery, acceptance, performance, default, dishonor or enforcement of this
Note, except as specifically provided herein.
This Note is made and delivered in and shall be governed by the laws
of the State of Delaware.
IN WITNESS WHEREOF, the undersigned has caused this Note to be
executed the day and year first above written.
[Company]
By: _________________________
Name:
Title:
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Exhibit B
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Telesciences, Inc.
COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY -- SPECIAL MEETING OF STOCKHOLDERS - OCTOBER 14, 1999
The undersigned, a holder of Common Stock of Telesciences, Inc., a Delaware
corporation (the "Company"), does hereby appoint Andrew P. Maunder and Frances
Penfold, or any one of them acting in the absence of the other, the true and
lawful attorneys and proxies with full power of substitution, for and in the
name, place and stead of the undersigned, to vote all shares of Common Stock of
the Company which the undersigned would be entitled to vote if personally
present at the Special Meeting of Stockholders of the Company to be held at the
offices of Wolf, Block, Schorr and Solis-Cohen LLP, 1650 Arch Street, 22/nd/
Floor, Philadelphia, Pennsylvania 19103, on Thursday, October 14, 1999, at 10:00
A.M. (local time), and at any adjournment(s), or postponement(s) thereof. In
recognition of the fact that this proxy is given pursuant to an Exchange
Agreement among the Company, Securicor PLC and the undersigned, this proxy is
coupled with an interest and is irrevocable.
The undersigned hereby instructs said proxies or their substitutes:
1. PROPOSAL TO APPROVE THE AMENDMENT TO THE COMPANY'S CERTIFICATE OF
INCORPORATION IN ORDER TO EFFECT A ONE-FOR-FOUR REVERSE STOCK SPLIT OF THE
SHARES OF COMMON STOCK OF THE COMPANY.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING.
(Continued and to be signed on reverse side)
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THIS PROXY WILL BE VOTED IN ACCORDANCE WITH ANY DIRECTIONS HEREINBEFORE
GIVEN.
The undersigned hereby revokes any proxy or proxies heretofore given, and
ratifies and confirms all that the proxies appointed hereby, or any of them, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
thereof. The undersigned hereby acknowledges receipt of a copy of the Notice of
Special Meeting of Stockholders and Proxy Statement, both dated September 27,
1999.
Dated: __________________, 1999
_______________________________
Signature
_______________________________
Signature
NOTE: Your signature should appear exactly
the same as your name appears hereon. If
signing as partner, attorney, executor,
administrator, trustee or guardian, please
indicate the capacity in which signing.
When signing as joint tenants, all parties
in the joint tenancy must sign. When a
proxy is given by a corporation, it should
be signed by an authorized officer and the
corporate seal affixed. No postage is
required if mailed within the United
States.
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<PAGE>
Exhibit 99.2
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SOURCE: Telesciences, Inc.
Telesciences Repurchases Securicor Common Stock; Securicor to Extend $3 Million
Letter of Credit Facility
MOUNT LAUREL, N.J., Sept. 30 /PRNewswire/ -- Telesciences, Inc. (Nasdaq: TLSIC -
news) today announced that it has repurchased all common shares currently owned
by Securicor plc, a major UK firm, in exchange for Series A Preferred Shares at
a rate of one common share for one preferred share. The redemption price and
preference amount of the Preferred Stock is to be fixed generally at half of the
amount per share paid to common shareholders, in the event that there is a
strategic transaction by December 31, 2000, but not less than 25 cents per
share. Either the Company or Securicor can compel redemption upon the earlier of
a strategic transaction or December 31, 2000. The preferred shares are to be
non-voting, non-participating and non-dividend bearing. Prior to the exchange,
Securicor owned 3,476,900 common shares, or 45.4% of the company.
In conjunction with the repurchase, Securicor agreed to extend its letter of
credit for $3 million, currently supporting the Silicon Valley Bank credit
facility, from December 31, 1999 to December 31, 2000, or to the completion of a
strategic transaction, if earlier. Securicor has the right to reduce the level
of the facility to $2 million after June 30, 2000.
Andrew Maunder, President and CEO of Telesciences, stated, "Securicor has been
taking steps to divest itself of non-core businesses by the end of its current
fiscal year, September 30, 1999. The repurchase gives major benefits to
remaining common stock shareholders in the event that a strategic transaction
takes place. With the redemption price to Securicor being half the per share
price to the common shareholders or 25 cents, the value of the remaining common
shares should increase."
"In addition to providing a potential uplift in shareholder value, the
extension of our letter of credit facility to the end of next year gives us the
financial support we need at this time," Mr. Maunder continued.
Serving telecommunications and information service providers worldwide for 30
years, Telesciences, Inc is an ISO 9001
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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 the Company's
filings with the Securities and Exchange Commission.
SOURCE: Telesciences, Inc.
