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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
SEPTEMBER 30, 1997
Date of Report (Date of earliest event reported)
AMATI COMMUNICATIONS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
_____________________________________________________
DELAWARE 0-4187 94-1675494
(State or other (Commission File Number) (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation)
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2043 SAMARITAN DRIVE
SAN JOSE, CALIFORNIA 95124
(Address of Principal Executive Offices)(Zip Code)
Registrant's telephone number, including area code: (408) 879-2000
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ITEM 5. OTHER EVENTS.
On September 30, 1997, Amati Communications Corporation, a Delaware
corporation ("Amati") and Westell Technologies, Inc., a Delaware corporation
("Westell") entered into an Agreement and Plan of Merger (the "Merger
Agreement") among Amati, Westell and Kappa Acquisition Corp., a Delaware
corporation and wholly-owned subsidiary of Westell ("Merger Sub"). Pursuant
to the Merger Agreement, and subject to the conditions set forth therein
(including approval of the transaction by the respective stockholders of
Amati and Westell), Merger Sub will be merged with and into Amati (the
"Merger"). At the effective time of the Merger (the "Effective Time") the
separate existence of Merger Sub will cease and Amati will continue as the
surviving corporation and as a wholly-owned subsidiary of Westell. In
connection with the Merger, holders of outstanding Amati Common Stock will
receive, in exchange for each share of Amati Common Stock held by them, 0.9
shares of Westell Class A Common Stock. The Merger is intended to be a
tax-free reorganization under Section 368(a) of the Internal Revenue Code of
1986, as amended, and is intended to be treated as a purchase for financial
reporting purposes. A copy of the press release issued by Amati and Westell
regarding the Merger is filed herewith as Exhibit 99.1 and is incorporated by
reference herein. A copy of the Merger Agreement together with all of the
exhibits thereto is filed herewith as Exhibit 2.1 and is incorporated by
reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
Exhibit 2.1 - Agreement and Plan of Merger, dated September 30, 1997, by and
among Amati Communications Corporation, Westell Technologies, Inc. and Kappa
Acquisition Corp.*
Exhibit 99.1 - Press Release issued by Amati Communications Corporation on
October 1, 1997.*
* Previously filed as an exhibit to the Current Report on Form 8-K of Westell
Technologies, Inc. filed on October 2, 1997.
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SIGNATURE
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.
AMATI COMMUNICATIONS CORPORATION
/s/ James Steenbergen
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By: James Steenbergen
President and Chief Executive Officer
Date: October 3, 1997
