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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): October 29, 1997
DSC COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 0-10018 54-1025763
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1000 Coit Road
Plano, Texas 75075
(Address of principal executive offices) (ZIP Code)
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Registrant's telephone number, including area code: (972) 519-3000
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ITEM 5. OTHER EVENTS.
On October 29, 1997, DSC Communications Corporation ("DSC") issued a
press release (filed as Exhibit 99.1 to this report and incorporated herein by
reference) announcing that it had signed an Agreement and Plan of Merger, dated
as of October 29, 1997 (the "Merger Agreement"), by and among DSC, CI
Acquisition Company, a wholly-owned subsidiary of DSC ("Merger Subsidiary"),
and CELCORE, Inc. ("CELCORE"), pursuant to which Merger Subsidiary will merge
with and into CELCORE (the "Merger") and CELCORE will become a wholly-owned
subsidiary of DSC.
Under the terms of the Merger Agreement, each share of CELCORE capital
stock outstanding immediately prior to the effective time of the Merger will be
converted into the right to receive a number of shares of DSC's common stock,
$.01 par value per share (the "DSC Common Stock"), based on an exchange ratio
equal to eight divided by the average last sale price of DSC Common Stock on
the ten consecutive trading days immediately preceding the second trading day
before the special meeting of all holders of shares of CELCORE capital stock
(the "Average Trading Price"); provided that in the event the Average Trading
Price is $25.00 or less then the exchange ratio will be .32. As of October 29,
1997, approximately 18,136,523 shares of CELCORE capital stock are outstanding.
As part of the Merger, approximately 2,027,250 options to acquire CELCORE
common stock will be assumed by DSC and will be converted into options to
acquire DSC Common Stock, based on the above exchange ratio.
The Merger Agreement has been approved by the respective Boards of
Directors of DSC, Merger Subsidiary and CELCORE, and it is subject to the
receipt of various governmental approvals and other customary closing
conditions.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS.
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Exhibit No. Description.
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99.1 Press Release, dated October 29, 1997, issued by DSC
Communications Corporation.
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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.
DSC COMMUNICATIONS CORPORATION
Date: October 31, 1997 By: /s/ George B. Brunt
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George B. Brunt,
Vice President, Secretary and
General Counsel
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EXHIBIT INDEX
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Exhibit No. Description.
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99.1 Press Release, dated October 29, 1997, issued by
DSC Communications Corporation.
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EXHIBIT 99.1
DSC COMMUNICATIONS TO ACQUIRE CELCORE, INC.
DSC TO EXPAND INTERNATIONAL WIRELESS PRODUCTS PORTFOLIO
WITH ADVANCED GSM TECHNOLOGY
Dallas, TX., October 29, 1997 DSC Communications Corporation (Nasdaq: DIGI)
announced today the signing of a definitive agreement to acquire all of the
outstanding stock of Celcore, Inc., a GSM and AMPS mobile switch manufacturer
based in Memphis, Tenn. Under the terms of the agreement, DSC would issue
shares of common stock, valued at approximately $165 million, in exchange for
all of the outstanding shares of Celcore and the assumption of substantially
all of the stock options of Celcore. The transaction will be accounted for
under the purchase method of accounting and is expected to be completed prior
to the end of the year, subject to various closing conditions, including
governmental clearance.
James L. Donald, chairman and chief executive officer of DSC, said: "The
acquisition of Celcore represents a strategic addition to the DSC line of
wireless switch products. Given the wireless marketplace's rapid growth and
DSC'S long-standing leadership position in advanced IN and mobile switching
platforms, Celcore's GSM cellular systems are an ideal match for our expanding
product line. We look forward to providing an innovative new solution that
will serve the high-demand GSM wireless switch market."
Marty Singer, vice president and general manager, Motorola's wireless access
and business development division, added that, "We are pleased that a valued
supplier is expanding its product portfolio in an important strategic
direction."
DSC'S new GSM system features a distributed network architecture and
scalable design. It has been designed to ensure an open-interface platform
capable of working with multiple radio subsystems that can grow easily as a
carrier expands its network area. The modular design also makes the system a
cost-effective choice for low subscriber density applications in emerging
markets, since it allows service providers to evolve platform features and
capacities as needed.
The GSM market has grown tremendously since the first commercial system was
deployed in 1991. GSM, or Global System for Mobile Communications, is a
leading digital cellular standard with 55 million subscribers in 110 countries.
The subscriber forecast is expected to top 150 million by the year 2000, with a
50 percent share of the global wireless market.
Founded in 1992, Celcore is a privately held company with 180 employees and
a broad base of cellular customers. It is a leader in developing and supplying
cellular systems for low subscriber density applications in emerging markets.
It pioneered the concept of distributed network architecture for both GSM and
AMPS cellular systems.
DSC Communications is a global provider of advanced telecommunications
products, including digital switching, transmission, access and network
management systems. DSC'S integrated network solutions support voice, data and
video services, such as intelligent network, wireless, Internet and switched
digital video applications. DSC had annual revenues of approximately $1.4
billion in 1996 and is active in more than 60 countries worldwide.
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FOR MORE INFORMATION, CONTACT:
DSC Communications Celcore, Inc.
Terry Adams - 972-519-4358 Steve Chen - 901-624-4204
Julie Williams - 972-519-3089 http://www.celcore.com
http://www.dsccc.com
