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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
June 15, 1998 (June 15, 1998)
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Date of Report (Date of Earliest Event Reported)
WAVETEK CORPORATION
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(Exact Name of Registrant As Specified In Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation or Organization)
333-32195 33-0457664
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(Commission File Number) (IRS Employer Identification No.)
11995 El Camino Real, Suite 301
San Diego, California 92130
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(Address of Principal Executive Offices)(Zip Code)
(619) 793-2300
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(Registrant's Telephone Number, including Area Code)
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ITEM 5. OTHER EVENTS.
On June 15, 1998, Wavetek Corporation and Wandel & Goltermann Management
Holding GmbH jointly announced that definitive agreements to merge their two
companies have been signed.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The Registrant hereby files the following exhibit to its Registration
Statement on Form S-4 (No. 333-32195):
Exhibit
Number Description
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99.1 Press Release, dated June 15, 1998
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SIGNATURE
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 hereunder duly authorized.
Dated: June 15, 1998
WAVETEK CORPORATION
By: /s/ Vickie L. Capps
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Name: Vickie L. Capps
Title: Chief Financial Officer
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EXHIBIT 99.1
[LETTERHEAD]
NEWS RELEASE
FOR IMMEDIATE RELEASE
FOR MORE INFORMATION PLEASE CONTACT:
North American inquiries European, South American, Asia-Pacific inquiries
Ann Little Martin Lenk
619-715-7013 +49-7121-86-1816
WANDEL & GOLTERMANN AND WAVETEK FINALIZE AGREEMENT TO MERGE
FORM SECOND LARGEST COMMUNICATIONS TEST COMPANY
SAN DIEGO, CALIFORNIA/ENINGEN, GERMANY -- JUNE 15, 1998 -- Wandel &
Goltermann Management Holding GmbH and Wavetek Corporation jointly announced
today that definitive agreements have been signed for the merger of the two
companies that was announced on March 18, 1998. This merger will create the
world's second largest communications test company with annual revenues in
excess of $400 million (700 million DM). The merger is conditioned upon
regulatory approval and certain additional conditions. It is expected that
the transaction will be completed within 120 days.
"This definitive agreement brings us one step further toward providing the
broad portfolio of products and worldwide services our customers demand,"
said Peter Wagner, President and Chief Executive Officer of Wandel &
Goltermann, and designated President and CEO of the combined company.
"Positive response to our merger announcement from our employees and our
customers makes us confident of our success in the marketplace and in the
integration of our two companies."
Wandel & Goltermann GmbH, a privately owned company based in Eningen,
Germany, is a leading provider of communications test solutions for the data
communications and telecommunications markets
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with technology focuses in analog and digital telephony, ISDN, enterprise
networks, signalling systems, quality of service test and fiber optics. For
its fiscal year ended September 30, 1997, Wandel & Goltermann had worldwide
revenues of 474 million DM with operating income and net income of 37.1
million DM and 17.1 million DM, respectively. More information about Wandel &
Goltermann is available on the World Wide Web at http://www.wg.com.
Wavetek Corporation, headquartered in San Diego, CA, is a privately
owned-leading global designer, manufacturer, and distributor of a broad range
of electronic test instruments, with a primary focus on application-specific
instruments for testing voice, video and data communications equipment and
networks. For its fiscal year ended September 30, 1997, Wavetek had worldwide
revenues of US $155 million with operating income and net income of US $20.5
million (before a one-time charge of US $7.1 million for stock option
compensation related to certain recapitalization transactions) and US $6.1
million, respectively. For more information, visit Wavetek on the World Wide
Web at http://www.wavetek.com.
The statements in this release may include forward-looking statements that
necessarily involve assumptions about risks and uncertainties that could
cause actual results to differ materially from any future performance implied
or assumed by such statements. Such factors may include actual and potential
competition, general economic conditions, new product development,
technological change, proprietary rights and other factors relevant to the
subject matter of this release. For more detailed discussion of certain of
these factors, please refer to Wavetek's filings under the Securities Act of
1933 and the Securities Exchange Act of 1934. Readers are cautioned to assess
forward-looking statements in light of the possibility of forseeable events
or conditions. Neither Wavetek nor Wandel & Goltermann undertakes to revise
or update any statements herein in the future to reflect the occurrence of
such events or conditions.
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