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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 8, 1999
ADC TELECOMMUNICATIONS, INC.
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(Exact name of registrant as specified in its charter)
Minnesota 0-1424 41-0743912
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(State or other jurisdiction (Commission File Number) (IRS Employer of
incorporation) Identification No.)
12501 Whitewater Drive, Minnetonka, Minnesota 55343
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(Address of principal executive offices)
Registrant's telephone number, including area code: (612) 938-8080
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Not Applicable
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(Former name or former address, if changed since last report)
Page 1 of 4 Pages
Exhibit Index Appears on Page 4
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS .
On October 8, 1999, ADC Telecommunications, Inc. ("ADC") completed its
acquisition of Saville Systems PLC, an Irish public limited company ("Saville"),
pursuant to an Agreement, dated June 19, 1999 as amended June 30, 1999, between
ADC and Saville (the "Acquisition Agreement"). As provided in the Acquisition
Agreement, each of the ordinary shares of Saville (including American Depositary
Shares representing ordinary shares) outstanding on October 8, 1999 was canceled
and exchanged for 0.358 shares of ADC's common stock, and each of the deferred
shares of Saville outstanding on October 8, 1999 was canceled and exchanged for
0.027 shares of ADC's common stock. ADC issued approximately 14,096,448 shares
of common stock in exchange for the outstanding ordinary and deferred shares of
Saville. The closing price of ADC common stock on the Nasdaq Stock Market on
October 8, 1999 was $42.688.
Saville is a leading provider of convergent billing and customer care
solutions for the telecommunications industry. Saville operates globally with
offices in the U.S., Canada, Ireland, Australia, U.K. and Germany, and has more
than 1,400 employees worldwide.
Effective as of the next meeting of ADC's Board of Directors, John J. Boyle
III, John Sidgmore and J.A. Blanchard III, former directors of Saville, have
been named as members of ADC's Board of Directors, to serve in accordance with
ADC's Bylaws.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS
Exhibit No. Description
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2-a Agreement, dated June 19, 1999, between ADC
Telecommunications, Inc. and Saville Systems PLC
(incorporated by reference to Exhibit 99-a of the
Registrant's Form 8-K filed June 23, 1999).
2-b First Amendment to the Agreement, dated as of June 30,
1999, between ADC Telecommunications, Inc. and Saville
Systems PLC (incorporated by reference to Exhibit
10-a of the Registrant's Form 10-Q for the fiscal
quarter ended July 31, 1999).
Page 2 of 4 Pages
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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.
Date: October 11, 1999
ADC TELECOMMUNICATIONS, INC.
By: /s/ Robert E. Switz
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Robert E. Switz
Senior Vice President
and Chief Financial Officer
Page 3 of 4 Pages
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INDEX TO EXHIBITS
Exhibit No. Description
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2-a Agreement, dated June 19, 1999, between ADC
Telecommunications, Inc. and Saville Systems PLC (incorporated
by reference to Exhibit 99-a of the Registrant's Form 8-K
filed June 23, 1999).
2-b First Amendment to the Agreement, dated as of June 30, 1999,
between ADC Telecommunications, Inc. and Saville Systems PLC
(incorporated by reference to Exhibit 10-a of the Registrant's
Form 10-Q for the fiscal quarter ended July 31, 1999).
Page 4 of 4 Pages
