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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
Date of Report (Date of earliest event reported): November 10, 1999
Stanford Telecommunications, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 001-11473 94-2207636
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
1221 Crossman Avenue, Sunnyvale, California 94089
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 408-745-0818
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N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On November 10, 1999, Stanford Telecommunications, Inc., a Delaware
corporation ("STel"), and Newbridge Networks Corporation, a Canadian corporation
("Newbridge"), announced that they had renegotiated the Agreement and Plan of
Merger, dated as of June 22, 1999 (the "Original Agreement"), by and among STel,
Newbridge and Saturn Acquisition Corp., a Delaware corporation and a wholly
owned subsidiary of Newbridge ("Merger Sub"). The Original Agreement was
amended and restated as of November 10, 1999 (the "Amended Agreement"), and now
provides for the acquisition of STel by Newbridge in a cash transaction.
Pursuant to the Amended Agreement, Merger Sub will be merged with and into STel
(the "Merger"), and STel will become a wholly owned subsidiary of Newbridge. The
STel stockholders will receive in the Merger U.S.$34.22 in cash, without
interest, for each share of STel common stock that they own.
Consummation of the Merger is subject to certain conditions, including the
following:
. approval by STel's stockholders at a special meeting of stockholders, to
be called for the purpose of voting on the Merger (the "Special
Meeting");
. STel having entered into a definitive agreement or agreements to sell
certain business units (the "Non-Core Assets") to one or more third
party buyers for an aggregate purchase price which will result in after-
tax net cash proceeds to STel of not less than U.S.$102 million;
. regulatory approvals; and
. other customary conditions.
The Non-Core Assets to be sold to one or more third party buyers consist of
STel's operations in Satcom Ground Systems, Communications Systems Integration,
Applied Technology Operation, Advanced Communications Systems and Manufacturing
& Quality Assurance. STel has entered into an Asset Purchase Agreement dated as
of September 22, 1999 (the "ITT Agreement"), with ITT Industries, Inc., an
Indiana corporation ("ITT"), to sell to ITT the Non-Core Assets relating to
STel's operations in Satcom Ground Systems, Communications Systems Integration,
Applied Technology Operation and Advanced Communications Systems, at a purchase
of U.S.$191 million in cash, subject to adjustment for an increase or decrease
in the net book value of the assets and liabilities of these operations between
March 31, 1999 and the closing of the ITT Agreement, which is expected to take
place at or about the same time as the closing of the Amended Agreement.
Reference is made to the Current Report on Form 8-K, dated September 22, 1999
(File No. 001-11473) filed by STel with the Securities and Exchange Commission
on September 28, 1999. On October 29, 1999, STel sold the assets relating to
its Manufacturing & Quality Assurance operations to Dii Semiconductor, Inc., a
Delaware corporation ("Dii").
In connection with the Original Agreement, STel granted Newbridge (a) an
option to acquire a non-exclusive license to STel's wireless broadband
technology (the "Technology Option Agreement"), which option would be
exercisable at $69 million if a third party acquired control of STel, and (b) an
option to purchase unissued shares of STel common stock equal to 19.9% of the
issued and outstanding STel common stock (the "Stock Option Agreement"), at
U.S.$35 per share, upon the occurrence of certain events which could give rise
to a termination of the Original Agreement. The Technology Option Agreement and
Stock Option Agreement remain unchanged and in full force and effect.
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Certain officers and directors of STel have entered into voting agreements
with Newbridge providing that they will vote, in their capacity as stockholders,
in favor of the adoption of the Original Agreement and approval of the Merger.
These voting agreements remain unchanged and in full force and effect.
The foregoing summaries of certain principal terms of the Amended
Agreement, ITT Agreement, Technology Option Agreement, Stock Option Agreement
and voting agreements are not complete and are qualified in their entirety by
reference to the agreements. Copies of the Amended Agreement, Technology Option
Agreement and Stock Option Agreement and the form of the voting agreements are
filed as Exhibits to this Form 8-K and are incorporated herein by this
reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
2.1 Amended and Restated Agreement and Plan of Merger, dated as of
June 22, 1999, as amended as of August 20, 1999 and amended and
restated as of November 10, 1999, by and among STel, Newbridge and
Merger Sub (1)
2.2 Asset Purchase Agreement, dated as of September 22, 1999, by and
between STel and ITT Industries, Inc., an Indiana corporation (2)
10.1 Wireless Broadband Products Technology License Option Agreement,
dated as of June 22, 1999, between STel and Newbridge (3)
10.2 Stock Option Agreement, dated as of June 22, 1999, between
Newbridge and STel (3)
99.1 Form of Voting Agreement (3)
99.2 Joint Press Release issued by Newbridge and STel on November 10,
1999
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(1) Incorporated by reference from STel's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1999, as amended.
(2) Incorporated by reference from the Current Report on Form 8-K, dated
September 22, 1999 (File No. 001-11473), filed with the Securities and
Exchange Commission on September 28, 1999.
(3) Incorporated by reference from the Current Report on Form 8-K, dated
June 22, 1999 (File No. 001-11473), filed by STel with the Securities
and Exchange Commission on June 25, 1999.
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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.
Stanford Telecommunications, Inc.
Dated: November 16, 1999 By: /s/ Jerome F. Klajbor
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Name: Jerome F. Klajbor
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Title: Vice President, Chief Financial Officer
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EXHIBIT INDEX
Exhibit Description
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2.1 Amended and Restated Agreement and Plan of Merger, dated as of
June 22, 1999, as amended as of August 20, 1999 and amended and
restated as of November 10, 1999, by and among STel, Newbridge and
Merger Sub (1)
2.2 Asset Purchase Agreement, dated as of September 22, 1999, by and
between STel and ITT Industries, Inc., an Indiana corporation (2)
10.1 Wireless Broadband Products Technology License Option Agreement,
dated as of June 22, 1999, between STel and Newbridge (3)
10.2 Stock Option Agreement, dated as of June 22, 1999, between
Newbridge and STel (3)
99.1 Form of Voting Agreement (3)
99.2 Joint Press Release issued by Newbridge and STel on November 10,
1999
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(1) Incorporated by reference from STel's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1999, as amended.
(2) Incorporated by reference from the Current Report on Form 8-K, dated
September 22, 1999 (File No. 001-11473), filed with the Securities and
Exchange Commission on September 28, 1999.
(3) Incorporated by reference from the Current Report on Form 8-K, dated
June 22, 1999 (File No. 001-11473), filed with the Securities and
Exchange Commission on June 25, 1999.
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EXHIBIT 99.2
NEWBRIDGE NETWORKS AND STANFORD
TELECOM RENEGOTIATE ACQUISITION
KANATA, Ontario & SUNNYVALE, Calif.--(BUSINESS WIRE)--Nov. 10, 1999--
Acquisition Secures Access to High Speed TDMA Technology For Newbridge(R) LMDS
and MMDS Solutions; Strengthens Leadership in Explosive Broadband Wireless
Market
Newbridge Networks (TSE:NNC.; NYSE:NN) today announced it has renegotiated the
definitive agreement to acquire Sunnyvale, California-based Stanford Telecom
(Nasdaq: STII), a leading supplier of key broadband wireless technology and
products.
The boards of directors of Newbridge Networks and Stanford Telecommunications
approved the renegotiated agreement and plan of merger today, by which Newbridge
will purchase all of the outstanding common stock of Stanford Telecom. Under the
agreement, Newbridge will pay Stanford Telecom stockholders US$34.22 for each
common stock of Stanford Telecom. Newbridge will be withdrawing its registration
statement and not issuing any additional shares. Newbridge will pay for the
acquisition from its existing cash balance.
The special meeting of Stanford Telecom shareholders scheduled for November 15,
1999 will be rescheduled for the second week of December 1999. The exact date
will be announced once the proxy statement is cleared by regulatory authorities.
"Our acquisition of Stanford Telecom helps Newbridge to immediately address the
massive global market opportunity for broadband wireless," said Pearse Flynn,
president and chief operating officer, Newbridge Networks. "Newbridge and
Stanford have enjoyed a close relationship for the past two years. Stanford
Telecom's industry leading high speed TDMA technology is now integrated into the
comprehensive Newbridge broadband wireless solutions. This technology
contributes significantly to differentiating our solutions from the competition
and reinforces our lead in the broadband wireless market."
After proceeds from the divestiture of unrelated businesses, the acquisition is
expected to have a net cost to Newbridge of approximately US$240 million. The
parties expect the transaction to close in December 1999, following the approval
of Stanford Telecom shareholders. The transaction will be accounted for under
the purchase method of accounting.
Newbridge retains the Wireless Broadband Products (WBP) and Satellite Personal
Communications (SPC) groups of Stanford Telecom. The Newbridge wireless
development team in Sunnyvale becomes part of a center of excellence for
broadband wireless technologies, including the development of multiple access
wireless modems, highly integrated subscriber units and custom ASICs.
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Stanford Telecom designs, manufactures and markets advanced digital
communications products and systems to establish or enhance communications via
terrestrial wireless, satellites and cable. Stanford Telecom's technical
strengths include: system design, communication waveforms, modulation and
demodulation techniques, ASIC design, radio frequency (RF) antennas and
converters, software and firmware, asynchronous transfer mode design and
advanced manufacturing techniques and processes. Stanford Telecom was founded in
1973 and maintains headquarters in Sunnyvale, California. News and information
are available at www.stelhq.com.
Newbridge Networks designs, manufactures, markets and services wide area
networking solutions for Internet service providers; local, long-distance, and
wireless communications companies; cable television carriers; and enterprise
customers in more than 100 countries. The Company leverages its relationship
with a growing family of Newbridge Affiliate companies and strategic alliances
with numerous other networking companies to deliver complete, end-to-end
solutions. Newbridge customers include the world's 350 largest
telecommunications service providers and more than 10,000 corporations,
government organizations and other institutions. Founded in 1986, the Company
employs more than 6,000 people on six continents. News and information are
available at www.newbridge.com.
Newbridge and logo are registered trademarks of Newbridge Networks Corporation.
Stanford Telecom and Stanford Wireless Broadband are registered trademarks of
Stanford Telecommunications Inc.
Contact:
Newbridge Networks Corporation
Christopher Fox, 613/ 591-3600
E-mail: [email protected]
Website: www.newbridge.com
or
Newbridge Networks Corporation
John Lawlor, 613/ 591-3600
E-mail: [email protected]
or
Stanford Telecom
Gary S. Wolf, 408/ 745-2403
E-mail: [email protected]
