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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): May 4, 2000
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: (952) 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 5. OTHER EVENTS.
On May 5, 2000, ADC Telecommunications, Inc., a Minnesota corporation
("ADC"), announced the signing of a definitive share purchase agreement to
acquire the outstanding shares of Altitun AB, a corporation formed under the
laws of Sweden ("Altitun"), as a result of which Altitun will become a wholly
owned subsidiary of ADC (the "Acquisition"). Through the Acquisition, ADC will
issue 12.8366 shares of its common stock for each share of stock of Altitun. The
Acquisition is intended to be accounted for as a "pooling of interests," and is
subject to receipt of signature approvals from the Altitun shareholders and
warrantholders, as well as customary closing conditions.
The foregoing is a summary of certain terms and conditions of the
Acquisition, and is not intended to be complete. ADC's press release describing
the Acquisition, which is filed as Exhibit 99-a to this Form 8-K, is hereby
incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS
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<CAPTION>
Exhibit No. Description
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<S> <C>
99-a Press release describing the Acquisition
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Page 2 of 4 Pages
Exhibit Index Appears on Page 4
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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: May 9, 2000
ADC TELECOMMUNICATIONS, INC.
By: /s/ Charles T. Roehrick
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Charles T. Roehrick
Vice President
and Controller
Page 3 of 4 Pages
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
99-a Press release describing the Acquisition
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Page 4 of 4 Pages
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Exhibit 99-a
For Immediate Release Contacts: Mark Borman - ADC Investor Relations
952.946.3338
mark borman @adc.com
Rob Carl - ADC Public Relations
952.914.6355
rob [email protected]
ADC TO ACQUIRE ALTITUN
WORLD LEADER IN KEY FIBER-OPTIC LASER TECHNOLOGY
ADC GAINS CRITICAL MASS IN OPTICAL TECHNOLOGIES
FOR NEXT-GENERAL NETWORKS;
PROPOSED TRANSACTION IS VALUED AT $872 MILLION
MINNEAPOLIS/KISTA, SWEDEN - MAY 5, 2000 - ADC (Nasdaq:ADCT, www.adc.com), a
leading global supplier of network equipment, software and integration services
for broadband, multiservice networks, today announced an agreement to acquire
Altitun (www.altitun.com), a leading developer and supplier of active optical
components for next-generation optical networks.
Telecom providers continue to face the challenge of trying to deploy
high-bandwidth networks at increasingly competitive costs. The unique technology
developed by Altitun enables these carriers to meet their growing demand and
enables tremendous flexibility in their networks by providing such offerings as
wavelength services, dedicated optical paths, and bandwidth on demand. Altitun's
tunable lasers are sold to telecom systems vendors whose solutions enable
telecom carriers to reduce network operating costs associated with these
deployments and provide a critical catalyst in enabling the growth of
all-optical networks. Altitun is the first company to deploy tunable lasers in a
field environment and was the first in the world to commercially ship a tunable
laser.
ADC will issue approximately 15,227,000 shares of its common stock to Altitun's
shareholders and optionholders in the transaction. Based on ADC's closing share
price of $57.25 on May 4, 2000, the proposed acquisition is valued at
approximately $872 million.
The transaction is expected to be completed during the next few weeks and is
intended to be accounted for as a pooling of interests. Closing of the
transaction is subject to the receipt of signature approvals from the Altitun
shareholders and warrantholders, as well as customary closing conditions. After
closing the transaction, ADC expects to take a one-time charge for various
acquisition-related expenses the amount of which has not been determined.
Excluding the one-time charge, ADC expects the acquisition to be approximately
$0.08 dilutive to earnings per share in both fiscal years 2000 and 2001, then
accretive thereafter.
"The Altitun acquisition represents another aggressive step forward by ADC to
become a leading optical components supplier to the telecommunications industry.
Altitun, with their pioneering
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tunable laser technology, brings ADC many significant strategic advantages to
help our customers build next-generation, all-optical network equipment," said
Lynn Davis, senior vice president of ADC and president of ADC's Broadband
Connectivity Group. "First, Altitun is the leading manufacturer of tunable
lasers and is poised to ramp production from the present level. Second, Altitun
has a growing range of `best-of-breed' wavelength agile solutions, including
providing the widest tuning range devices combined with the first and only
integrated package of laser, control electronics and software. Finally, Altitun
has some of the world's most highly skilled employees in tunable laser
technologies and vertically integrated production of these key components."
"Altitun and its employees are pleased to join ADC in building its rapidly
growing fiber-optic components business into a market and technology leader,"
said Lennart Ramberg, CEO of Altitun. "Altitun has a significant design and
development lead with our tunable lasers, which are available today. We are
shipping products and are in evaluations with more than half of the world's ten
largest optical network equipment manufacturers, as well as with several
startups."
The tunable laser has practical applications in existing and next-generation
optical networks. Existing laser products can only emit signals at a single
wavelength. A tunable laser, however, can be made to emit light signals at any
required wavelength. This flexibility allows the telecom provider to provision
bandwidth dynamically to customers in order to meet changing demands and
requirements. The replacement of fixed wavelength lasers with tunable lasers
provides significant inventory and operational savings in existing networks.
The tunable laser also allows signals to be routed, combined and separated by
wavelength in next-generation optical networks. This unique ability makes the
tunable laser a critical component in systems, such as add/drop multiplexers,
optical cross connects and fast packet optical switching devices, which are
necessary to build these all-optical networks.
The proposed acquisition is the largest optics acquisition to date for ADC
and marks the fifth optics acquisition by ADC in the last six years. Other
acquisitions include AOFR (1995), a producer of fiber-optic couplers and
components; Princeton Optics (1998), a maker of passive fiber-optic
components; Spectracom (1999), a developer and supplier of 980nm pump lasers;
and IBSEN Micro Structures (2000), a developer and manufacturer of phase
masks, fiber Bragg grating devices and integrated optics platforms. With
these acquisitions, ADC has built critical mass in integrated, multifunction
optical components and modules for next-generation networks.
ABOUT ADC
ADC Telecommunications, Inc. is a leading global supplier of network equipment,
software and integration services for broadband, multiservice networks that
deliver data, video and voice communications over telephone, cable television,
Internet, broadcast, wireless and enterprise networks. ADC's broadband,
multiservice network solutions enable local access, high-speed transmission and
software management of communications services from service providers to
consumers and businesses over fiber-optic, copper, coaxial and wireless media.
Headquartered in Minneapolis, Minnesota, ADC has approximately 14,400 employees
around the world and annual sales of $2.1 billion. ADC's stock is included in
the Standard & Poor's 500 Index and the Nasdaq-100 Index. For additional
information, visit our Web site at www.adc.com.
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ABOUT ALTITUN
Altitun AB (www.altitun.com) provides a full tunable laser product line,
designed to help systems vendors and carriers reduce costs today and drive the
all-optical networks of tomorrow. Altitun is the provider of the world's most
complete tunable laser product line. It is the first tunable laser company to
offer an integrated electronics control package that ensures easy management and
integration. Altitun has offices in California, Massachusetts, the United
Kingdom and Sweden.
CAUTIONARY STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Any forward-looking statements contained herein, including statements regarding
earnings per share dilution, reflect management's current expectations or
beliefs. ADC Telecommunications cautions readers that future actual results
could differ materially from those in forward-looking statements depending on
the outcome of certain factors, including the risks and uncertainties identified
in Exhibit 99-a to ADC's Report on Form 10-K for the fiscal year ended October
31, 1999.
