SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): September 23, 1997
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Glasgal Communications, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-20688 94-2914253
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
20C Commerce Way, Totowa, New Jersey 07512
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(Address of principal executive offices)
Registrant's telephone number, including area code: (201) 890-4800
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 September 23, 1997, Glasgal Communications, Inc. (the "Company")
publicly disseminated a news release, announcing that it has provided notice
(the "Notice of Redemption") that it will redeem in whole its publicly traded
Common Stock Purchase Warrants (Nasdaq: GLASW) on October 23, 1997 at the
redemption price of $.05 per Warrant, unless such Warrants are exercised by 5.00
p.m. New York time on October 22, 1997.
For additional information concerning the redemption of the Warrants,
reference is made to the news release and the Notice of Redemption which are
incorporated herein by reference and are attached hereto as exhibits 99.1 and
99.2, respectively.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(c) EXHIBITS.
99.1 News Release of Glasgal Communications, Inc. dated September
23, 1997.
99.2 Notice of Redemption of Redeemable Common Stock Purchase
Warrants.
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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, thereunto duly authorized.
GLASGAL COMMUNICATIONS, INC.
By:/s/ James Caci
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James Caci
Chief Financial Officer
DATE: September 24, 1997
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EXHIBIT INDEX PAGE NO.
99.1 News Release of Glasgal Communications,
Inc. dated September 23, 1997. 5
99.2 Notice of Redemption of Redeemable Common
Stock Purchase Warrants. 7
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GLASGAL COMMUNICATIONS
FROM: GLASGAL COMMUNICATIONS
Contact: Isaac Gaon - Chief Executive Officer
(201) 890-4800
MWW/STRATEGIC COMMUNICATIONS, INC.
Public Relations - Tel. (201) 507-9500
Contact: Robert C. Ferris ([email protected])
Robert E. Swadosh ([email protected])
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FOR IMMEDIATE RELEASE
GLASGAL COMMUNICATIONS, INC. ANNOUNCES
REDEMPTION OF WARRANTS
TOTOWA, NJ - September 23, 1997 - Glasgal Communications, Inc., (Nasdaq: GLAS),
today announced it has provided notice that it will redeem all of its
approximately 2.8 million publicly traded Common Stock Purchase Warrants
(Nasdaq: GLASW) on October 23, 1997 (the "Redemption Date"), at the redemption
price of $.05 per Warrant. Registered Warrantholders desiring to exercise
Warrants must do so by surrendering the duly completed and executed certificate
evidencing the Warrants accompanied by the exercise price to Continental Stock
Transfer & Trust Company ("the Warrant Agent") for receipt no later than 5:00
p.m. New York time on October 22, 1997, the business day prior to the Redemption
Date. Warrantholders may contact the Warrant Agent, Continental Stock Transfer &
Trust Company (212) 509-4000 (ext. 545), for additional information concerning
the exercise and redemption of Warrants. Any Warrants not exercised by October
22, 1997 will be entitled only to the redemption price of such Warrants, and the
holder thereof shall have forfeited the right to so exercise.
Each Warrant currently entitles the holder thereof to acquire one share of the
Company's Common Stock, par value $.001 per share, at a price of $3.75 per
share. A copy of the Company's prospectus relating to the Common Stock and
Warrants can be obtained from the Warrant Agent.
The Company intends to utilize the proceeds from Warrant exercises, if any, to
reduce long-term debt and short-term borrowings under its revolving credit
facility, as well as for general working capital purposes, which could include
future acquisitions.
Glasgal Communications, Inc. provides configuration, integration and deployment
services directly to Fortune 2000 customers in the USA and Canada. In addition,
the Company provides
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these services to Technology Manufacturers, Systems Integrators and Software
Developers who outsource their implementation needs. The Company has a
proprietary software tool that materially reduces the labor hours and skill
levels required in the configuration and integration of network devices, PC's
and servers.
THIS PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF
AN OFFER TO BUY NOR SHALL THERE BY ANY SALE OF THESE SECURITIES IN ANY STATE IN
WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION
OF QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
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The Right to Exercise Warrants Expires on October 22,
1997, at 5:00 p.m. New York City Time.
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GLASGAL COMMUNICATIONS, INC.
20C Commerce Way
Totowa, New Jersey 07512
(201) 890-4800
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NOTICE OF REDEMPTION OF REDEEMABLE
COMMON STOCK PURCHASE WARRANTS
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To the Holders of Publicly Traded
Redeemable Common Stock Purchase Warrants
of Glasgal Communications, Inc.
NOTICE IS HEREBY GIVEN pursuant to Section 9(b) of that
certain Warrant Agreement, dated as of September 21, 1995 (the "Warrant
Agreement"), between Glasgal Communications, Inc. (the "Company") and
Continental Stock Transfer & Trust Company (the "Warrant Agent"), that the
Company will redeem all of its outstanding publicly traded Redeemable Common
Stock Purchase Warrants (the "Warrants") on October 23, 1997 (the "Redemption
Date"), at a redemption price of $.05 per Warrant. Accordingly, holders of
Warrants desiring to exercise their Warrants must do so prior to the Exercise
Termination Time (as such term is defined below).
Each Warrant currently entitles the registered holder thereof
to acquire one share of the Company's common stock, $.001 par value per share
(the "Common Stock"), at a price of $3.75 per share. In lieu of having the
Company redeem a registered holder's Warrants, such registered holder shall have
the right, exercisable in the manner provided in the Warrant Agreement, to
exercise such holder's Warrants. On September 19, 1997, the closing bid price
for the Company's Common Stock as reported by the Nasdaq Small-Cap Market was
$6.94 per share.
THE RIGHT TO EXERCISE THE WARRANTS SHALL TERMINATE AT 5:00
P.M., NEW YORK CITY TIME, ON OCTOBER 22, 1997 (THE "EXERCISE TERMINATION TIME").
Any holder who wishes to exercise its, his or
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her Warrants must exercise such Warrants prior to the Exercise Termination Time.
The Warrants may be exercised upon surrender of the
certificates evidencing the Warrants with the "Subscription Form" on the reverse
side of the certificate filled out and executed as indicated, accompanied by the
payment of the full exercise price for the shares of Common Stock being acquired
upon the exercise of the Warrant, all of which must be received by the Warrant
Agent on or prior to the Exercise Termination Time at the following address:
Continental Stock Transfer & Trust Company
2 Broadway
New York, New York 10004
(212) 509-4000 ext. 545
While the Warrants permit the payment to be made in the form
of cash or certified check, it is suggested that cash not be used as a form of
payment. Checks should be made payable to the order of "CONTINENTAL STOCK
TRANSFER & TRUST COMPANY, AGENT GLASGAL COMMUNICATIONS, INC."
Holders exercising their Warrants must fill out and execute
the Subscription Form exactly as indicated, including completing the number of
Warrants being exercised and providing their Social Security number or tax
identification number.
If a holder elects not to exercise its, his or her Warrants by
the Exercise Termination Time, such holder shall receive payment thereafter of
the redemption price of $.05 per Warrant by delivery of the certificate or
certificates representing the Warrants to the Warrant Agent at the above
address. Upon the Warrant Agent's receipt of a certificate or certificates
representing Warrants not being exercised or not exercised by the Exercise
Termination Time, together with a request for redemption, the Warrant Agent will
mail a check for the aggregate redemption price of the Warrants evidenced
thereby to the registered holder of the Warrants at the address specified by
such holder, or if no address is so specified, at the last address of the holder
as shall then appear on the records of the Warrant Agent.
The method of delivery of certificates representing Warrants
to the Warrant Agent is at the election and risk of the holder, but delivery
will be deemed effective only when actually received by the Warrant Agent. If
such delivery is by mail, it is suggested that the holder use properly insured
registered mail with return receipt requested.
Joseph Stevens & Company, L.P. is the Company's exclusive
third-party warrant solicitation agent and shall receive a commission of 5% of
all exercised warrants as provided in the Warrant Agreement.
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Inquiries and requests for assistance may be directed to your
broker or other advisors, the Warrant Agent, or to Glasgal Communications, Inc.,
20C Commerce Way, Totowa, New Jersey 07512, Attention: James M. Caci, Chief
Financial Officer, (201) 890-4800. WARRANT CERTIFICATES AND PAYMENTS OF THE
EXERCISE PRICE SHOULD NOT BE SENT TO THE COMPANY; THEY SHOULD BE SENT DIRECTLY
TO THE WARRANT AGENT AT THE ADDRESS SET FORTH ABOVE.
The Company reserves full discretion to determine whether the
documentation with respect to exercised Warrants is complete and generally to
determine all questions as to exercise, including the date and hour of receipt
of an exercise, the propriety of execution of any document and other questions
as to the eligibility or acceptability of any exercise. The Company reserves the
right to reject any exercise not set in proper form or to waive any
irregularities or conditions, and the Company's interpretation of these
instructions will be final. All improperly exercised Warrants will be returned,
unless irregularities are waived, without cost to the exercising warrantholder.
HOLDERS OF WARRANTS ARE ENCOURAGED TO CONTACT THEIR
BROKERS OR OTHER ADVISORS REGARDING THE WARRANT REDEMPTION.
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