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) DECEMBER 4, 1997
INTELECT COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
0-11630 76-0471342
(Commission File Number) (I.R.S. Employer Identification No.)
1100 EXECUTIVE DRIVE, RICHARDSON, TEXAS 75081
(Address of Principal Executive Offices) (Zip Code)
(972) 367-2100
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On December 4, 1997, the shareholders of Intelect Communications
Systems Limited, a Bermuda company ("Intelect (Bermuda)"), at a meeting for
which proxies were solicited pursuant to Section 14(a) of the Securities
Exchange Act of 1934, approved a reorganization proposal, the principal effect
of which was to restructure Intelect (Bermuda) from a Bermuda company to a
U.S.-domiciled Delaware corporation (the "Reorganization"). Pursuant to the
Reorganization, Intelect Communications, Inc., a Delaware corporation (the
"Company"), became the holding company for Intelect (Bermuda) and its
subsidiaries, and the shareholders of Intelect (Bermuda) have become
shareholders of the Company. Pursuant to Rule 414 promulgated under the
Securities Act of 1933, the Company is the successor issuer of Intelect
(Bermuda).
The Reorganization was effected via an Agreement and Plan of Merger
(the "Merger Agreement") by and among the Company, Intelect (Bermuda), which was
the parent of the Company prior to such merger, and a wholly-owned subsidiary of
the Company organized solely for the purpose of effecting the merger ("Merger
Subsidiary"). Merger Subsidiary was merged with and into Intelect (Bermuda),
with Intelect (Bermuda) being the surviving entity, Intelect (Bermuda) becoming
a wholly-owned subsidiary of the Company, and the Company becoming the parent of
Intelect (Bermuda) and all of Intelect (Bermuda)'s former subsidiaries. As a
result of the merger, the shareholders of Intelect (Bermuda) became the
shareholders of the Company. Each outstanding common share of Intelect (Bermuda)
("Intelect (Bermuda) Common Shares") was converted into the right to receive one
common share of the Company ("Company Common Shares"), and each outstanding
preferred share of Intelect (Bermuda) was converted into the right to receive
one preferred share of the Company. The Company's Common Shares will be listed
on the Nasdaq National Market under the symbol "ICOM."
Pursuant to the Merger Agreement, each holder of warrants for Intelect
(Bermuda) Common Shares, which were validly existing and outstanding immediately
before the merger, shall be granted substitute warrants to purchase an equal
number of Company Common Shares on the same terms and conditions and at the same
exercise price per share as provided for by the Intelect (Bermuda) warrants.
Similarly, each holder of options to purchase Intelect (Bermuda) Common Shares
issued by Intelect (Bermuda) pursuant to Intelect (Bermuda)'s Stock Incentive
Plan (the "Intelect (Bermuda) Plan"), whether vested or unvested ("Intelect
(Bermuda) Options"), shall be granted substitute options to purchase an equal
number of Company Common Shares pursuant to the Company's Stock Incentive Plan
on the same terms and conditions and at the same exercise price per share as
provided for by the Intelect (Bermuda) Options. The Company's Stock Incentive
Plan is identical in all material respects to the Intelect (Bermuda) Plan.
The Certificate of Incorporation and Bylaws of the Company include
various features, similar to corresponding provisions that were in Intelect
(Bermuda)'s Charter and Bye-laws, that may render attempts to takeover the
Company more difficult. These features include the establishment of a classified
Board of Directors with staggered terms of office, the requirement of a
supermajority vote of stockholders to approve certain changes to the Certificate
of
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Incorporation and Bylaws, the prohibition of cumulative voting of shares for
directors, the elimination of the right of stockholders to call special
stockholders' meetings, and the elimination of stockholder action by written
consent.
In connection with the Reorganization, the directors and officers of
Intelect (Bermuda), including those directors elected at the Annual Meeting of
Shareholders of Intelect (Bermuda) held on August 13, 1997, have become the
directors and officers of the Company. The directors of the Company will hold
their directorships for the same terms as their respective directorships in
Intelect (Bermuda).
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS.
(a) Financial Statements of Business to Be Acquired:
The following historical financial information was previously
filed by the Company's predecessor, Intelect (Bermuda) (SEC File No.
0-11630), with the Securities and Exchange Commission (the
"Commission") and is incorporated herein by reference:
1. Annual Report on Form 10-K filed on April 15, 1997
and the Form 10-K/A filed on April 30, 1997;
2. Quarterly Reports on Forms 10-Q filed on May 15,
1997, August 14, 1997 and November 13, 1997;
3. Current Report on Form 8-K filed on March 27, 1997;
4. Current Report on Form 8-K filed on May 8, 1997;
5. Current Report on Form 8-K filed on August 20, 1997;
and
6. Current Report on Form 8-K filed on November 5, 1997.
The report of KPMG Peat Marwick on the aforementioned
consolidated financial statements contained in the Annual Report on
Form 10-K filed on April 15, 1997, contains an explanatory paragraph
that states that the Intelect (Bermuda) has suffered recurring losses
from continuing operations and is dependent upon the successful
development and commercialization of its products and its ability to
secure adequate sources of capital until Intelect (Bermuda) is
operating profitably. These matters raise substantial doubt about
Intelect (Bermuda)'s ability to continue as a going concern. The
consolidated financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
The Registration Statement of the Company filed with the
Commission on Form S-4 declared effective October 30, 1997, containing
a description of the Company's Common Shares, is incorporated herein by
reference.
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(b) Pro Forma Financial Information of the Business to Be Acquired:
No changes in Intelect (Bermuda)'s financial operations or
financial statements resulted from the Reorganization. Thus, there is
no pro forma effect from the Reorganization to report.
(c) Exhibits
EXHIBIT DESCRIPTION OF EXHIBIT
4.1 Amended and Restated Certificate of Incorporation of
the Company(1)
4.2 Amended and Restated By-laws of the Company(1)
4.3 Agreement and Plan of Merger dated as of October 29,
1997 by and among the Company, Intelect (Bermuda),
and Intelect Merger Co.(1)
4.4 Specimen Stock Certificate of the Company
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(1) Incorporated hereby by reference to Form S-4 of the Company (File No.
333-39063)
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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.
INTELECT COMMUNICATIONS, INC.
(Registrant)
DECEMBER 5, 1997 By:/s/ HERMAN M. FRIETSCH
(Date) (Signature)
Herman M. Frietsch
Chairman of the Board
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EXHIBIT 4.4
[LOGO]
INTELECT COMMUNICATIONS, INC
INCORPORATED UNDER THE LAWS OF DELAWARE
COMMON STOCK
S.01 PAR VALUE SEE REVERSE FOR CERTAIN DEFINITIONS
This Certifies That CUSIP 458144 10 2
is the owner of
FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK OF
INTELECT COMMUNICATIONS, INC.
(HEREINAFTER CALLED THE "CORPORATION") TRANSFERABLE ON THE BOOKS OF THE
CORPORATION BY SAID OWNER IN PERSON OR BY DULY AUTHORIZED ATTORNEY, UPON
SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED. THIS CERTIFICATE AND THE SHARES
REPRESENTED HEREBY ARE ISSUED AND SHALL BE HELD SUBJECT TO ALL THE PROVISIONS OF
THE CERTIFICATE OF INCORPORATION AND ALL AMENDMENTS THERETO, COPIES OF WHICH ARE
ON FILE AT THE OFFICE OF THE TRANSFER AGENT, AND THE HOLDER HEREOF, BY
ACCEPTANCE OF THIS CERTIFICATE, CONSENTS TO AND AGREES TO BE BOUND BY ALL OF
SAID PROVISIONS. THIS CERTIFICATE IS NOT VALID UNLESS COUNTERSIGNED AND
REGISTERED BY THE TRANSFER AGENT AND REGISTRAR.
WITNESS THE FACSIMILE SEAL OF THE CORPORATION AND THE FACSIMILE SIGNATURES
OF ITS DULY AUTHORIZED OFFICERS.
DATED:
/s/ CHAIRMAN/CHIEF EXECUTIVE OFFICER [SEAL] SECRETARY
Countersigned and registered:
AMERICAN STOCK TRANSFER & TRUST COMPANY
(NEW YORK, NEW YORK) Transfer Agent and Registrar
By: Authorized Signature
<PAGE>
INTELECT COMMUNICATIONS, INC.
The following abbreviations, when use in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common UNIF GIFT MIN ACT--______Custodian_______
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act__________________________
in common (State)
Additional abbreviations may also be used though not in the above list.
For Value Received _____________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER ON ASSIGNEE
[ ]
________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
________________________________________________________________________________
________________________________________________________________________________
_________________________________________________________________________ Shares
of the capital stock represented by the within certificate, and do hereby
irrevocably constitute and appoint
________________________________________________________________________Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated _________________________________
_________________________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
SIGNATURE(S) GUARANTEED:___________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND
LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM)
PURSUANT TO S.E.C. RULE 17Ad-15.
