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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13d
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. 1)
Coherent Communications Systems Corporation
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(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
192478105
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(CUSIP Number)
Margaret Maxwell Zagel
Vice President and General Counsel
Tellabs Operations, Inc.
4951 Indiana Avenue
Lisle, Illinois 60532-1698
(630) 378-8800
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 3, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
(Continued on following pages)
PAGE 1 OF 7 PAGES
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CUSIP NO. 192478105 SCHEDULE 13d PAGE 2 OF 7 PAGES
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Tellabs, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER 1,000
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER 0
BENEFICIALLY
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 1,000
REPORTING
PERSON WITH ---------------------------------------------------------
10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
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14 TYPE OF REPORTING PERSON*
CO
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ITEM 1. SECURITY AND ISSUER
This Amendment No. 1 to Schedule 13D relates to the Common Stock, $.01
par value per share (the "Coherent Common Stock"), of Coherent Communications
Systems Corporation, a Delaware corporation ("Coherent"), which has its
principal executive offices at 45085 University Drive, Ashburn, Virginia 20147.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is filed by Tellabs, Inc., a Delaware corporation
("Tellabs"), whose principal business and principal office address is 4951
Indiana Avenue, Lisle, Illinois 60532-1698. Tellabs' principal business is to
design, manufacture, market and service voice and data transport and network
access systems.
During the past five years, Tellabs has neither been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) nor
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Set forth below are the names, principal occupations and business
addresses of the executive officers and directors of Tellabs. With the
exception of Jukka Harju, who is a citizen of Finland, each executive officer
and director listed below is a citizen of the United States of America.
During the past five years, none of the executive officers or directors
has either been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Executive Officers of Tellabs:
NAME POSITION WITH TELLABS
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Michael J. Birck* President, Chief Executive Officer and Director,
Tellabs, Inc.
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<TABLE>
<S> <C>
Charles C. Cooney* Vice President, Sales and Service, Tellabs Operations,
Inc.
Margaret Maxwell Zagel* Secretary, Tellabs, Inc., and Vice President and
General Counsel, Tellabs Operations, Inc.
J. Thomas Gruenwald** Vice President, Strategic Resources, Tellabs
Operations, Inc.
Peter A. Guglielmi** Executive Vice President, Chief Financial Officer and
Treasurer, Tellabs, Inc. and Tellabs Operations, Inc.
and Director, Tellabs, Inc.
Jukka Harju*** Vice President and General Manager, Tellabs Oy; Vice
President, Tellabs International, Inc.
Brian J. Jackman* President, Tellabs Operations, Inc; Executive Vice
President and Director, Tellabs, Inc.
J. Peter Johnson** Vice President, Finance and Treasury, Assistant
Secretary and Controller, Tellabs, Inc. and Tellabs
Operations, Inc.
John C. Kohler** Vice President, Manufacturing, Tellabs Operations, Inc.
Harvey R. Scull* Vice President, Advanced Business Development,
Tellabs Operations, Inc.
Richard T. Taylor* Senior Vice President and General Manager, Digital
Systems Division, Tellabs Operations, Inc.
John E. Vaughan* President, Tellabs International, Inc.; Executive
Vice President, Tellabs, Inc.
</TABLE>
* The business address of each of these executive officers is 4951 Indiana
Avenue Lisle, Illinois 60532-1698.
** The business address of each of these executive officers is 1000 Remington
Boulevard, Bolingbrook, Illinois 60440.
*** The business address of this executive officer is Sinikalliontie 7,
FIN-02630, Espoo, Finland.
Directors of Tellabs:
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<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION, ADDRESS OF
NAME EMPLOYER AND BUSINESS ADDRESS OF DIRECTOR
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<S> <C>
Michael J. Birck President and Chief Executive Officer of
Tellabs, Inc., 4951 Indiana Avenue Lisle,
Illinois 60532-1698.
John D. Foulkes, Ph.D. Director of Engineering Studies (retired)
University of Puget Sound; Professor (retired)
University of Washington, 1256 S. Halsey Drive,
Coupeville, Washington 98239.
Peter A. Guglielmi Executive Vice President, Chief Financial
Officer and Treasurer, Tellabs, Inc., and
Tellabs Operations, Inc., 1000 Remington
Boulevard, Bolingbrook, Illinois 60440.
</TABLE>
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<TABLE>
<S> <C>
Brian J. Jackman President, Tellabs Operations, Inc., Executive
Vice President, Tellabs, Inc., 4951 Indiana
Avenue Lisle, Illinois 60532-1698.
Frederick A. Krehbiel Chief Executive Officer and Chairman of the
Board, Molex Incorporated, 2222 Wellington
Court, Lisle, Illinois 60532.
Stephanie Pace Marshall, Ph.D. President, Illinois Mathematics and Science
Academy, 1500 W. Sullivan Road, Aurora, Illinois
60506-1000.
William F. Souders Chairman and Chief Executive Officer (retired),
Emery Air Freight Corporation, formerly
Executive Vice President, Xerox Corporation,
100 First Stamford Place, Suite 402, Stamford,
Connecticut 06904-2340.
Jan H. Suwinski Professor of Strategy and Operations
Management-Johnson School, Cornell University;
Executive Vice President (retired),
Opto-Electronics Group, Corning Incorporated;
Chairman (retired) Siecor Corporation,
451 Sheffield Road, Ithaca, New York 14850.
</TABLE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On August 3, 1998, upon consummation of the merger (the "Merger")
contemplated by the Agreement and Plan of Merger dated as of February 16, 1998
(the "Merger Agreement") among Tellabs, a wholly-owned subsidiary of Tellabs,
and Coherent, Coherent became a wholly-owned subsidiary of Tellabs.
Pursuant to the Merger Agreement, each share of Coherent Common Stock
outstanding immediately prior to the Effective Time (as defined in the Merger
Agreement) of the Merger (other than shares owned by Coherent or its
subsidiaries, Tellabs, Sub or any other wholly owned subsidiary of Tellabs,
which shares were canceled) was converted into .72 of a share of common stock,
$.01 par value per share, of Tellabs ("Tellabs Common Stock").
ITEM 4. PURPOSE OF TRANSACTION
Tellabs entered into the Merger Agreement in order to cause Coherent to
become a wholly-owned subsidiary of Tellabs upon consummation of the Merger. The
Merger became effective on August 3, 1998.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Tellabs became the sole beneficial and record owner of 1,000 shares of
Coherent Common Stock (100% of the outstanding shares of Coherent Common Stock)
upon effectiveness of the Merger.
Except as described above, neither Tellabs nor any person named in Item
2 hereof beneficially owned shares of Coherent Common Stock as of August 3,
1998, or had any transactions in Coherent Common Stock during the preceding 60
days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
In connection with the execution of the Merger Agreement, in order to
induce Tellabs to enter into the Merger Agreement, Safeguard Scientifics, Inc.,
Daniel L. McGinnis, Lawrence J. Gallick, Warren V. Musser, Charles A. Root and
Ernst Volgenau, each of whom, prior to August 3, 1998, was a holder of shares of
Coherent Common Stock (the "Original Stockholders"), entered into agreements
(the "Stockholder Agreements") with Tellabs obligating them to vote the shares
of Coherent Common Stock owned beneficially or of record by them in favor of the
Merger. Subsequent to the execution of the Stockholder Agreements, Mr. McGinnis
transferred certain of the shares of Coherent Common Stock held by him to each
of his three daughters (together with the Original Stockholders, the
"Stockholders"), each of whom agreed to be bound by Mr. McGinnis's Stockholder
Agreement with respect to the shares of Coherent Common Stock so transferred. On
the record date for the meeting of stockholders of Coherent to consider adoption
of the Merger Agreement, the Stockholders owned beneficially or of record an
aggregate of 6,031,136 shares of Coherent Common Stock (the "Shares"). On May
12, 1998, at a special meeting of the stockholders of Coherent called for the
purpose of considering and voting on a proposal to approve and adopt the Merger
Agreement, the Stockholders voted the Shares in favor of the approval and
adotion of the Merger Agreement. Upon effectiveness of the Merger, the Shares
were converted into the right to receive shares of Tellabs Common Stock pursuant
to the Merger Agreement.
Upon the effectiveness of the Merger on August 3, 1998, the Stockholders
ceased to own the Shares and the Shares ceased to be outstanding.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not Applicable (previously filed).
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: August 10, 1998
TELLABS INC.
By: /s/ Margaret Maxwell Zagel
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Margaret Maxwell Zagel
Secretary
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