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): August 16, 1996
InterDigital Communications Corporation
(Exact name of registrant as specified in its charter)
Pennsylvania 0-10797 23-1882087
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
781 Third Avenue
King of Prussia, Pennsylvania 19406-1409
Registrant's telephone number including area code: (610) 878-7800
Page 1 of 5
Exhibit Index on Page 4.
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Item 5. Other Events
On August 16, 1996, InterDigital Communications Corporation
("InterDigital") entered into an Agreement and Plan of Merger (the "Plan of
Merger") with InterDigital Patents Corporation ("IPC"), an approximately
94%-owned subsidiary of InterDigital, and IP Acquisition Corporation
("MergerCo"), a wholly-owned subsidiary of InterDigital, providing for the
merger of MergerCo with and into IPC (the "Merger") and the issuance of
InterDigital common stock to the shareholders of IPC in exchange for their IPC
common stock. Upon completion of the Merger, IPC will be a wholly-owned
subsidiary of Interdigital.
At the effective time of the Merger each outstanding share of IPC common
stock, par value $.001 per share, other than shares of IPC common stock held by
InterDigital, and other than shares of IPC common stock held by stockholders who
perfect their appraisal rights under Delaware law, will be converted into that
number of shares of InterDigital common stock equal to (i) $7.33 divided by
(ii) the average closing price per share of InterDigital common stock as
reported by the American Stock Exchange for the 30 calendar days ending on the
last trading day prior to the date the Registration Statement on Form S-4
relating to the Merger is declared effective by the Securities and Exchange
Commission (the "Merger Consideration").
The consummation of the Merger is conditioned on the approval of
InterDigital as the majority stockholder of IPC and the sole stockholder of
MergerCo and the satisfaction of certain conditions. A Registration Statement on
Form S-4 to register the shares of InterDigital's common stock that will be
issued as Merger Consideration has not yet been filed with the Securities and
Exchange Commission.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits
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A Press Release dated 5
August 16, 1996
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SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INTERDIGITAL COMMUNICATIONS CORPORATION
By: /s/ William A. Doyle
---------------------------------
William A. Doyle
President
Date: August 16, 1995
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EXHIBIT INDEX
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A Press Release dated 5
August 16, 1996
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EXHIBIT A
PRESS RELEASE
August 16, 1996
KING OF PRUSSIA, PA -- InterDigital Communications Corporation
("InterDigital") (ASE: IDC) (August 16, 1996) today announced that it has
entered into an Agreement and Plan of Merger (the "Plan of Merger") with
InterDigital Patents Corporation ("IPC"), an approximately 94%-owned subsidiary
of InterDigital and IP Acquisition Corporation, a wholly-owned subsidiary of
InterDigital ("MergerCo"), providing for the merger of MergerCo with and into
IPC (the "Merger") and the issuance of InterDigital common stock to the
shareholders of IPC in exchange for their IPC common stock. Upon completion of
the Merger, IPC will be a wholly-owned subsidiary of Interdigital.
At the effective time of the Merger each outstanding share of IPC common
stock, par value $.001 per share, other than shares of IPC common stock held by
InterDigital, and other than shares of IPC common stock held by stockholders who
perfect their appraisal rights under Delaware law, will be converted into that
number of shares of Common Stock of InterDigital equal to (i) $7.33 divided by
(ii) the average closing price per share of InterDigital common stock as
reported by the American Stock Exchange for the 30 calendar days ending on the
last trading day prior to the date the Registration Statement on Form S-4
relating to the Merger is declared effective by the Securities and Exchange
Commission (the "Merger Consideration").
The consummation of the Merger is conditioned on the approval of
InterDigital as the majority stockholder of IPC and the sole stockholder of
MergerCo and the satisfaction of certain conditions. A Registration Statement on
Form S-4 to register the shares of InterDigital's common stock that will be
issued as Merger Consideration has not yet been filed with the Securities and
Exchange Commission. Offers of securities may only be made by means of a
prospectus to be included in the registration statement. No securities may be
sold, nor may offers to buy be accepted, prior to the time at which such a
registration statement becomes effective. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of these securities, in any state in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such state.
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