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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest reported): JUNE 14, 2000
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MCK COMMUNICATIONS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 000-27703 06-1555163
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
117 KENDRICK STREET, NEEDHAM, MASSACHUSETTS 02494
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 454-6100
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 14, 2000, MCK Communications, Inc., a Delaware Corporation (the
"Registrant"), acquired DTI Holdings, Inc., a Texas corporation ("DTIH"),
through a merger of a wholly-owned subsidiary of the Registrant with and into
DTIH. DTIH is a holding company whose sole asset is a wholly-owned subsidiary,
Digital Techniques, Inc., a Texas corporation ("DTI"). As consideration for such
acquisition, the Registrant issued 364,601 shares of its common stock and paid
$11,500,555 in cash. The Registrant financed the cash portion of the purchase
price with available cash on hand.
The Registrant also issued options to purchase 101,916 shares of Common
Stock to certain employees of DTI who held options to purchase DTIH common stock
(the "Awards"). The Awards were fully vested when granted.
DTI manufactures PBX and key system enhancement products specializing
in protocol conversion for recording, digital set emulation, PC-based operator
consoles and LED reader boards for call centers.
A copy of the Merger Agreement is included herein as Exhibit 2.1 and a
copy of the press release of the Registrant with respect to the Merger is
included herein as Exhibit 99.1. The Merger Agreement and the press release are
incorporated by reference into this Item 2 and the foregoing description of such
documents is qualified in its entirety by reference to such exhibits.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS.
The Registrant will provide the financial statements required by
paragraph (a) of Item 7 of Form 8-K on or before August 28, 2000.
(b) PRO FORMA FINANCIAL INFORMATION.
The Registrant will provide the pro forma financial information
required by paragraph (b) of Item 7 of Form 8-K on or before August 28, 2000.
(c) EXHIBITS.
*2.1 Merger Agreement dated as of June 14, 2000 (excluding
schedules).
99.1 Press Release, dated June 14, 2000, announcing the acquisition
by MCK Communications, Inc. of Digital Techniques, Inc.
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* The Registrant agrees to furnish supplementally a copy of the
above-described schedules to the Commission upon request.
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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.
MCK COMMUNICATIONS, INC.
/s/ Paul K. Zurlo
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Date: June 28, 2000 Name: Paul K. Zurlo
Title: Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
*2.1 Merger Agreement dated as of June 14, 2000 (excluding schedules).
99.1 Press Release, dated June 14, 2000, announcing the acquisition by MCK
Communications, Inc. of Digital Techniques, Inc.
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* The Registrant agrees to furnish supplementally a copy of the
above-described schedules to the Commission upon request.
