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): JULY 27, 1998
STANFORD TELECOMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 001-11473 94-2207636
(State or Other (Commission File Number) (IRS Employer
Jurisdiction Identification No.)
of Incorporation)
1221 CROSSMAN AVENUE, SUNNYVALE, CALIFORNIA 94089-1117
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (408) 745-0818
N/A
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
Stanford Telecommunications, Inc., a Delaware corporation
(the "Registrant" or "Company"), is filing this Current Report on
Form 8-K solely for the purpose of updating the description of
its Common Stock, par value $0.01 per share ("Common Stock"),
contained in the Registration Statement on Form 8-B filed by the
Registrant on December 22, 1988 (File No. 000-12734).
The following description does not purport to be
complete and is qualified in its entirety by reference to the
Registrant's Certificate of Incorporation, as amended, Bylaws, as
amended ("Bylaws"), and Rights Agreement, dated as of May 9, 1995
(the "Rights Agreement"), between the Registrant and The First
National Bank of Boston, as Rights Agent (the "Rights Agent"),
contained in the exhibits hereto.
DESCRIPTION OF CAPITAL STOCK
GENERAL
The authorized capitalization of the Registrant consists of
25,000,000 shares of Common Stock. As of July 23, 1998,
13,005,829 shares of Common Stock were outstanding, held of
record by 1,671 persons.
COMMON STOCK
The holders of Common Stock are entitled to one vote
for each share held of record on all matters submitted to a vote
of stockholders. The holders of Common Stock are entitled to
receive ratably such dividends, if any, as may be declared from
time to time by the Board of Directors of the Registrant out of
funds legally available for the payment of dividends. In the
event of a liquidation, dissolution or winding up of the Company,
the holders of Common Stock are entitled to share ratably in all
assets remaining after payment of liabilities. Holders of Common
Stock have no preemptive rights or rights to convert their Common
Stock into any other securities. There are no redemption or
sinking fund provisions applicable to the Common Stock. All
outstanding shares of Common Stock are fully paid and
nonassessable.
RIGHTS
On May 9, 1995, the Board of Directors declared a
dividend of one common share purchase right (a "Right") for each
outstanding share of Common Stock. The dividend was paid to
stockholders of record on May 25, 1995 (the "Record Date"). Each
Right entitles the registered holder to purchase from the
Registrant one share of Common Stock at a price of $60 per share
of Common Stock (the "Purchase Price"), subject to adjustment.
The description and terms of the Rights are set forth in the
Rights Agreement.
Until the earlier to occur of (i) 10 days following a
public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired beneficial
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ownership of 15% or more of the outstanding shares of Common
Stock or, in the case of a person or group beneficially owning
15% or more of the outstanding Common Stock on the date the
Rights Agreement was adopted, that such person or group has
acquired an additional 1% of the outstanding shares of Common
Stock or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors prior to such time
as any person or group of affiliated persons becomes an Acquiring
Person) following the commencement of, or announcement of an
intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by
a person or group of 15% or more of the outstanding shares of
Common Stock (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with respect
to any of the Common Stock certificates outstanding as of the
Record Date, by such Common Stock certificate together with a
copy of the Summary of Rights, as attached to the Rights
Agreement as Exhibit B (the "Summary of Rights").
The Rights Agreement provides that, until the
Distribution Date (or earlier redemption or expiration of the
Rights), the Rights will be transferred with and only with the
Common Stock. Until the Distribution Date (or earlier redemption
or expiration of the Rights), new Common Stock certificates
issued after the Record Date upon transfer or new issuances of
Common Stock will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier
redemption or expiration of the Rights), the surrender for
transfer of any certificates for shares of Common Stock
outstanding as of the Record Date, even without such notation or
a copy of the Summary of Rights, will also constitute the
transfer of the Rights associated with the shares of Common Stock
represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates evidencing
the Rights ("Right Certificates") will be mailed to holders of
record of the Common Stock as of the close of business on the
Distribution Date and such separate Right Certificates alone will
evidence the Rights.
The Rights are not exercisable until the Distribution
Date. The Rights will expire on May 9, 2005 (the "Final
Expiration Date"), unless the Final Expiration Date is extended
or unless the Rights are earlier redeemed or exchanged by the
Registrant, in each case as described below.
The Purchase Price payable, and the number of shares of
Common Stock or other securities or property issuable, upon
exercise of the Rights is subject to adjustment from time to time
to prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Common
Stock, (ii) upon the grant to holders of the Common Stock of
certain rights or warrants to subscribe for or purchase Common
Stock at a price, or securities convertible into Common Stock with
a conversion price, less than the then-current market price of the
Common Stock or (iii) upon the distribution to holders of the
Common Stock of evidences of indebtedness or assets (excluding
regular periodic cash dividends or dividends payable in Common
Stock) or of subscription rights or warrants (other than those
referred to above).
The number of outstanding Rights is also subject to
adjustment in the event of a stock split of the Common Stock or a
stock dividend on the Common Stock payable in shares of Common
Stock or subdivisions, consolidations or combinations of the
Common Stock occurring, in any such case, prior to the
Distribution Date.
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In the event that any person or group of affiliated or
associated persons becomes an Acquiring Person, each holder of a
Right, other than Rights beneficially owned by the Acquiring
Person (which will thereupon become void), will thereafter have
the right to receive upon exercise of a Right at the then-current
exercise price of the Right, that number of shares of Common
Stock having a market value of two times the exercise price of
the Right.
In the event that, after a person or group has become
an Acquiring Person, the Registrant is acquired in a merger or
other business combination transaction or 50% or more of its
consolidated assets or earning power are sold, proper provisions
will be made so that each holder of a Right (other than Rights
beneficially owned by an Acquiring Person which will have become
void) will thereafter have the right to receive, upon the
exercise thereof at the then-current exercise price of the Right,
that number of shares of common stock of the person with whom the
Registrant has engaged in the foregoing transaction (or its
parent), which number of shares at the time of such transaction
will have a market value of two times the exercise price of the
Right.
At any time after any person or group becomes an
Acquiring Person and prior to the earlier of one of the events
described in the previous paragraph or the acquisition by such
person or group of 50% or more of the outstanding shares of
Common Stock, the Board of Directors may exchange the Rights
(other than Rights owned by such person or group which will have
become void), in whole or in part, at an exchange ratio of one
share of Common Stock (or other equity securities of the
Registrant having equivalent rights, preferences and privileges),
per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase
Price will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price. No fractional
shares of Common Stock will be issued, and in lieu thereof an
adjustment in cash will be made based on the market price of the
Common Stock on the last trading day prior to the date of
exercise.
At any time prior to the time an Acquiring Person
becomes such, the Board of Directors may redeem the Rights in
whole, but not in part, at a price of $.01 per Right (the
"Redemption Price"). The redemption of the Rights may be made
effective at such time, on such basis and with such conditions as
the Board of Directors in its sole discretion may establish.
Immediately upon any redemption of the Rights, the right to
exercise the Rights will terminate and the only right of the
holders of Rights will be to receive the Redemption Price.
For so long as the Rights are then redeemable, the
Registrant may, except with respect to the redemption price,
amend the Rights in any manner. After the Rights are no longer
redeemable, the Registrant may, except with respect to the
redemption price, amend the Rights in any manner that does not
adversely affect the interests of holders of the Rights.
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Until a Right is exercised, the holder thereof, as
such, will have no rights as a stockholder of the Registrant,
including, without limitation, the right to vote or to receive
dividends.
DIVIDENDS
The Company has not paid cash dividends on its
Common Stock since its incorporation and anticipates that for
the foreseeable future it will continue to retain its earnings
for use in its business. A covenant under the Company's
current bank line of credit would require prior approval of any
cash dividend by the bank.
On January 29, 1997, the Board of Directors of the
Registrant declared a two-for-one split of the Common Stock,
which was effected in the form of a 100% stock dividend
distributed on February 28, 1997 to stockholders of record as of
February 10, 1997. Approximately 6.4 million shares of Common
Stock were issued in connection with the dividend.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
Exhibit No. Description
4.1 Certificate of Incorporation of Registrant, as
amended (1)
4.2 Bylaws of Registrant, as amended (1)
4.3 Rights Agreement, dated as of May 9, 1995,
between the Registrant and the Rights Agent (2)
4.4 The Company hereby agrees to furnish to the
Securities and Exchange Commission, upon
request, a copy of the instruments which define
the rights of holders of long-term debt of the
Registrant. None of such instruments not
included as exhibits herein represents long-
term debt in excess of 10% of the total assets
of the Registrant
(1) Incorporated by reference from the Registrant's Annual
Report on Form 10-K for the fiscal year ended March 31,
1989, filed June 29, 1989 (File No. 000-12734)
(2) Incorporated by reference from the Registration Statement on
Form 8-A, filed May 25, 1995 (File No. 001-11473)
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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.
Dated: July 27, 1998
STANFORD TELECOMMUNICATIONS, INC.
By: /s/ Jerome F. Klajbor
Name: Jerome F. Klajbor
Title: Vice President, Chief
Financial Officer and
Secretary
