UNITED STATES
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) November 30, 2000
INTELECT COMMUNICATIONS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-11630 76-0471342
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1240 East Campbell Road, Richardson, Texas 75081
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (469) 330-4955
N/A
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
Intelect Communications, Inc. (the "Company") announced that effective
November 30, 2000 it closed the settlement of its litigation with St. James
Capital Partners, L.P., SJMB, L.P., St. James Capital Corp., SJMB L.L.C., John
L. Thompson, Charles E. Underbrink and certain affiliated persons and entities
(collectively "St. James").
Under the terms of a Settlement Agreement and Mutual Release (the
"Settlement Agreement") the Company and St. James released one another from all
obligations and liabilities related to financing previously entered into by the
parties and the Company also released its claims against St. James for
short-swing profit disgorgement. St. James delivered all the stock in the
material subsidiaries that it held and the original warrants issued to it. In
return, the Company delivered to St. James certain redeemable replacement
warrants in recognition of the anti-dilution provisions of the warrants formerly
held by St. James. As previously disclosed, replacement warrants for 4,300,000
shares shall be exercisable immediately, have an existing exercise price of
$0.75 per share and expire June 30, 2002. The re-sale of the warrant shares
underlying the initial set of replacement warrants are covered by currently
effective registration statements filed with the Securities and Exchange
Commission. Replacement warrants for an additional 15,200,000 shares will have
an exercise price of $0.75 per share and expire September 30, 2002. Of these
warrants, half will be exercisable beginning on April 15, 2001 and the remainder
will be exercisable beginning on October 15, 2001. The Company has agreed to use
its commercially reasonable best efforts to register the resale of the shares of
Common Stock issuable upon exercise of the warrants by April 13, 2001. All of
the warrants will be redeemable by the Company at a price of $6.75 per share.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business to Be Acquired: N/A
(b) Pro Forma Financial Information of the Business to Be Acquired: N/A
(c) Exhibits:
EXHIBIT DESCRIPTION OF EXHIBIT
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4.1 Form of Warrant issued to the St. James Parties dated
November 30, 2000
10.1 Settlement Agreement and Mutual Release
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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.
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INTELECT COMMUNICATIONS, INC.
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(Registrant)
Date: November 30, 2000 By: /S/ HERMAN M. FRIETSCH
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(Signature)
Herman M. Frietsch
Chairman of the Board and CEO
EXHIBIT INDEX
EXHIBIT DESCRIPTION OF EXHIBIT
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4.1 Form of Warrant issued to the St. James Parties dated
November 30, 2000
10.1 Settlement Agreement and Mutual Release
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