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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D/1/
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO SCHEDULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
STANFORD TELECOMMUNICATIONS, INC.
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(Name of Issuer)
Common Stock $.01 Par Value
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(Title of Class of Securities)
854402104
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CUSIP Number
Peter A. Nadeau With a copy to:
Newbridge Networks Corporation Stephen C. Ferruolo
600 March Road, P.O. Box 13600 Heller Ehrman White & McAuliffe
Kanata, Ontario, Canada K2K 2E6 525 University Avenue
(613) 591-3600 Palo Alto, CA 94301-1900
(650) 324-7000
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(Name, address and telephone number of person
authorized to receive notices and communications)
June 22, 1999
---------------------------------
(Date of Event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-l(e), 13d-1(f) or 13d-1(g), check the following
box: [_]
________________________
/1/ The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
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CUSIP NO. 854402104 PAGE 2 OF 7 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NEWBRIDGE NETWORKS CORPORATION
Taxpayer I.D. No.: 98-0077506
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
00
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 CANADA
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SOLE VOTING POWER
7
NUMBER OF
2,617,439
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 3,014,762
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
2,617,439
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,632,201
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
Approximately 35.7%
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TYPE OF REPORTING PERSON*
14
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Page 3 of 7
Item 1. Security and Issuer.
-------------------
This Schedule 13D (the "Schedule") relates to the Common Stock, $.01
par value ("Common Stock"), of Stanford Telecommunications, Inc., a Delaware
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 1221 Crossman Avenue, Sunnyvale, California 94089.
Item 2. Identity and Background.
-----------------------
This Schedule is filed on behalf of Newbridge Networks Corporation, a
Canadian corporation ("Newbridge"). Newbridge designs, manufactures, markets
and services networking solutions to provide access to multimedia
communications. The address of Newbridge's principal business and its principal
office is 600 March Road, P.O. Box 13600, Kanata, Ontario, Canada K2K 2E6.
The following is a list of the directors and executive officers of
Newbridge:
BOARD OF DIRECTORS
<TABLE>
<CAPTION>
Name and Business Address Present Principal Occupation Citizenship
- ------------------------- ---------------------------- -----------
<S> <C> <C>
Peter D. Charbonneau Vice Chairman of the Board Canada
Dr. Denzil Doyle Chairman of the Board, Capital Alliance Ventures Canada
60 Queen Street
Ottawa, Ontario, Canada K1P 5Y7
Alan D. Horn Vice President, Finance and Chief Canada
33 Bloor Street, East Financial Officer, Rogers
Toronto, Ontario, Canada M4W 1G9 Telecommunications Limited
Trevor G. Jones President, JWA Associates Canada
176 Old Younge Street
Willowdale, Ontario, Canada M2P 1P9
Alan G. Lutz President and Chief Operating Officer United States
Terence H. Matthews Chairman of the Board and Chief Executive Officer Canada
Graham C.C. Miller Chairman Emeritus, LTX Corp. United States
Vintage Club
Vintage Drive East
Indian Wells, CA 92210
Dr. Donald Mills Corporate Vice President, Administration Canada
Kent H.E. Plumley Partner, Osler Hoskin & Harcourt Canada
1500-50 O'Connor Street
Ottawa, Ontario, Canada K1P 6L2
Dr. John C.J. Thynne Managing Director, Camrose Consulting United Kingdom
5 Eldon Grove Services
Hampstead, London NW3 5PS
</TABLE>
EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
Name and Business Address Present Principal Occupation(1) Citizenship
- -------------------------- ------------------------------- -----------
<S> <C> <C>
Terence H. Matthews Chairman of the Board and Chief Canada
Executive Officer
Peter D. Charbonneau Vice Chairman of the Board Canada
Alan G. Lutz President and Chief Operating United States
Officer
James D. Arseneault Executive Vice President, Canada
Internetworking Products Group
Satjiv S. Chahil Executive Vice President, Marketing Canada
</TABLE>
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Page 4 of 7
<TABLE>
<CAPTION>
Name and Business Address Present Principal Occupation(1) Citizenship
- -------------------------- ------------------------------- -----------
<S> <C> <C>
Pearse J. Flynn Executive Vice President and Ireland
General Manager, European Region
Roger K. Fung Executive Vice President and Canada
General Manager, Asia Pacific Region
Giulio M. Gianturco Executive Vice President and United States
General Manager, Americas Region
Brian Jervis Executive Vice President, Switching Canada
Product Group
Conrad Lewis Executive Vice President, Access Canada
Products Group
Dr. Donald Mills Corporate Vice President, Canada
Administration
Peter A. Nadeau Corporate Vice President and Canada
General Counsel
Kenneth B. Wigglesworth Executive Vice President, Finance Canada
and Chief Financial Officer
</TABLE>
(1) The present principal occupation of all executive officers of Newbridge is
with Newbridge.
During the last five years, neither Newbridge nor, to the best of
Newbridge's knowledge, any person named in this Item 2 has been: (a) convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors);
or (b) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which, he, she or it was or is subject to
a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
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This Schedule 13D relates to the beneficial ownership of the Reporting
Person of 5,632,201 shares of Common Stock. Of such shares of Common Stock,
2,617,439 are issuable upon the exercise of an option (the "Stock Option") to
purchase shares of Common Stock. The Stock Option was issued pursuant to a
Stock Option Agreement dated June 22, 1999 (the "Option Agreement"). The Option
Agreement was entered into as consideration for the Reporting Person's entering
into the Agreement and Plan of Merger, dated June 22, 1999, among the Issuer,
the Reporting Person and Saturn Acquisition Corp. (the "Merger Agreement"). The
remaining 3,014,762 shares of Common Stock are held of record by existing
stockholders of the Issuer who entered into voting agreements (the "Voting
Agreements") with the Reporting Person
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Page 5 of 7
on June 22, 1999. The Voting Agreements were also entered into as consideration
for the Reporting Person's entering into the Merger Agreement.
Item 4. Purpose of Transaction.
----------------------
The Reporting Person has acquired the Common Stock in connection with
its objective of effectuating the merger of Saturn Acquisition Corp., a wholly-
owned subsidiary of the Reporting Person, into the Issuer (the "Merger"). If
the Merger is consummated in accordance with the terms set forth in the Merger
Agreement, the stockholders of the Issuer will receive, in exchange for each
share of Common Stock held by such stockholder, that number of shares of
Reporting Person common stock as is set forth in Section 2.1 of the Merger
Agreement. Under the terms of the Merger Agreement, the Reporting Person will
then become the sole stockholder of the Issuer. The Merger Agreement is
included as Exhibit 3 hereto and is incorporated herein by reference.
Upon the consummation of the Merger, it is anticipated that the Common
Stock will (i) cease to be authorized to be quoted on Nasdaq and (ii) be
eligible for termination for registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934. In addition, upon consummation of the Merger,
it is anticipated that the Issuer's board of directors will be replaced by
representatives of the Reporting Person, and that the Issuer's management will
include representatives of the Reporting Person, who will hold key positions.
Consummation of the Merger is subject to certain conditions which
include the Issuer having entered into a definitive agreement or agreements to
sell certain of its business units to one or more third party buyers as outlined
in Sections 5.18 and 7.2(f) of the Merger Agreement.
Except as set forth above, the Reporting Person has no plans or
proposals which relate to or would result in any of the following:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer;
(c) A sale or transfer of a material amount of assets of the Issuer;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
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Page 6 of 7
(g) Changes in the Issuer's certificate of incorporation or bylaws or
other actions which may impede the acquisition of control of the Issuer by any
person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
------------------------------------
The number of shares of Common Stock issued and outstanding and the
percentage calculation resulting therefrom in this Schedule 13D are based on the
representations of the Issuer set forth in the Merger Agreement. The Reporting
Person disclaims responsibility for the accuracy of the number of shares of
Common Stock issued and outstanding and the resulting percentage calculations.
The Reporting Person beneficially owns 5,632,201 shares of Common
Stock, representing approximately 35.7% of the sum of (i) the Common Stock
issued and outstanding (13,152,959 shares) and (ii) the 2,617,439 shares of
Common Stock issuable to the Reporting Person upon the exercise of the Stock
Option granted to it. The Reporting Person has sole voting and dispositive
power with respect to the 2,617,439 shares issuable to it upon exercise of the
Stock Option and shared voting power (but no dispositive power) as to the
remaining 3,014,762 shares pursuant to the Voting Agreements.
None of the Directors or Executive Officers of Newbridge owns Common
Stock. Except as described herein, no transactions in Common Stock were
effected during the past 60 days by the Reporting Person.
Item 6. Contracts, Arrangements, Understanding or Relationships With Respect
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to Securities of the Issuer.
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Pursuant to the Option Agreement, the Stock Option is exercisable at
an exercise price of $35.00 per share (i) upon the occurrence of a Triggering
Event (as defined by Section 8.1(i) of the Merger Agreement) or (ii) upon the
public announcement of an Acquisition Proposal (as defined in Section 5.2(c) of
the Merger Agreement). The Option Agreement and the Merger Agreement are
included, respectively, as Exhibits 1 and 3 hereto and are incorporated herein
by reference.
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The remaining 3,014,762 shares of Common Stock are the subject of the
Voting Agreements. Pursuant to the Voting Agreements, certain stockholders have
agreed to vote such shares in favor of the Merger Agreement and the transactions
contemplated thereby. The form of voting agreement executed by said
stockholders is included as Exhibit 2 hereto and is incorporated herein by
reference.
Item 7. Material to be filed as Exhibits.
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(1) Stock Option Agreement, dated June 22, 1999, between the Issuer
and the Reporting Person, included as Exhibit 10.2 to the Current Report on Form
8-K of the Reporting Person filed on June 30, 1999 and incorporated herein by
reference.
(2) Form of Voting Agreement included as Exhibit 99.1 to the Current
Report on Form 8-K of the Reporting Person filed on June 30, 1999 and
incorporated herein by reference.
(3) Agreement and Plan of Merger, dated June 22, 1999, by and among
the Issuer, the Reporting Person and Saturn Acquisition Corp., included as
Exhibit 2.1 to the Current Report on Form 8-K of the Reporting Person filed on
June 30, 1999 and incorporated herein by reference.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 1, 1999
By: /s/ Peter A. Nadeau
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Peter A. Nadeau
Corporate Vice President
and General Counsel
