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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
OCTOBER 12, 2000 0-8574
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Date of Report (Date of earliest event reported) Commission File Number
MICROWAVE POWER DEVICES, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 13-3622306
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(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
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49 WIRELESS BOULEVARD
HAUPPAUGE, NEW YORK 11788-3935
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(Address of Principal Executive Offices) (Zip Code)
(631) 231-1400
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(Registrant's telephone number, including area code)
NOT APPLICABLE
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS.
MERGER AGREEMENT
On October 12, 2000, Microwave Power Devices, Inc. (the "Company"),
Ericsson MPD Acquisition Corp., a Delaware corporation ("Purchaser"), and
Ericsson Inc., a Delaware corporation ("Parent") entered into an Agreement and
Plan of Merger (the "Merger Agreement"). The Merger Agreement provides, among
other things, for the commencement of a cash tender offer (the "Offer") to
acquire all outstanding shares of the Company's common stock, par value $.01 per
share (the "Shares") for $8.70 per share (such award, or any greater amount per
Share paid pursuant to the Offer, being the "Per Share Amount") by Purchaser and
further provides that, as promptly as practicable after the satisfaction or, if
permissible, waiver of the conditions set forth in the Merger Agreement, and in
accordance with the relevant provisions of the General Corporation Law of the
State of Delaware ("DGCL"), Purchaser will be merged with the Company (the
"Merger"), with the Company continuing as the surviving corporation and as a
direct wholly owned subsidiary of Parent. At the effective time of the Merger,
all Shares not tendered in the Offer (other than, Shares held in the treasury of
the Company and Shares held by Parent, Purchaser or any direct or indirect
wholly owned subsidiary of Parent or of the Company or shares held by
stockholders, if any, who have properly exercised appraisal rights for such
Shares in accordance with Section 262 of the DGCL) will be converted into the
right to receive the Per Share Amount (subject to applicable withholding taxes),
without interest.
The foregoing discussion of the Merger Agreement is qualified in its
entirety by reference to the Merger Agreement filed with this Current Report on
Form 8-K as Exhibit 2.1 and incorporated herein by reference.
STOCKHOLDERS' AGREEMENT
Parent and Purchaser have entered into a Stockholders' Agreement, dated
as of October 12, 2000 (the "Stockholders' Agreement") with certain stockholders
of the Company, namely George Sbordone, James Silver, Lee Leong, Alfred Weber
and Charter Technologies Limited Liability Company, the Company's largest
stockholder (collectively, the "Principal Stockholders"), pursuant to which,
among other things, the Principal Stockholders have agreed to (i) tender their
Shares after commencement of the Offer (which Shares currently represent in the
aggregate approximately 50.6% of the outstanding Shares on a fully diluted basis
(after taking into account all Shares issuable upon conversion of shares of
Company preferred stock or any other convertible securities or upon the exercise
of any vested options, warrants or rights)), (ii) vote such Shares in favor of
the Merger and (iii) grant Purchaser an option to purchase such Shares at the
Per Share Amount upon terms and subject to the conditions set forth in the
Stockholders' Agreement.
The foregoing discussion of the Stockholders' Agreement is qualified in
its entirety by reference to the Stockholders Agreement filed with this Current
Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.
RELATED FILINGS
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On October 20, 2000, Purchaser, Parent and Telefonaktiebolaget LM
Ericsson (Publ) filed, among other items, its Tender Offer Statement on Schedule
TO and the related Letter of Transmittal with the Securities and Exchange
Commission relating to the Offer. On October 20, 2000, the Company filed its
Solicitation/Recommendation Statement on Schedule 14D-9 with the Securities and
Exchange Commission relating to the Offer ("Schedule 14D-9"). For a further
discussion of the Offer and Merger, see the complete text of the Schedule 14D-9
filed by the Company on October 20, 2000.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) not applicable
(b) not applicable
(c) The following documents are furnished as Exhibits to this
Current Report on Form 8-K pursuant to Item 601 of Regulation
S-K:
2.1 Agreement and Plan of Merger, dated as of October 12, 2000,
among Parent, Purchaser and the Company. (incorporated herein
by reference to Exhibit 3. to the Schedule 14D-9).
99.1 Stockholders' Agreement, dated as of October 12, 2000, among
the several stockholders of the Company who are parties
thereto, Parent and Purchaser. (incorporated herein by
reference to Exhibit 4. to the Schedule 14D-9).
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SIGNATURES
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 23, 2000 MICROWAVE POWER DEVICES, INC.
By: /s/ Alfred Weber
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Name: Alfred Weber
Title: President, Chairman and Chief
Executive Officer
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EXHIBIT INDEX
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Exhibit
Number Description
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2.1 Agreement and Plan of Merger, dated as of October 12, 2000, among
Parent, Purchaser and the Company. (incorporated herein by reference to
Exhibit 3. to the Schedule 14D-9 filed by the Company on October 20,
2000 with the Securities and Exchange Commission (the "Schedule
14D-9")).
99.1 Stockholders' Agreement, dated as of October 12, 2000, among the
several stockholders of the Company who are parties thereto, Parent and
Purchaser. (incorporated herein by reference to Exhibit 4. to the
Schedule 14D-9).
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