<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 25, 1995
GLENAYRE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-15761 98-0085742
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4201 Congress Street, Suite 455, Charlotte, North Carolina 28209
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code (704) 553-0038
Not applicable
(Former name or former address, if changed since last report.)
Page 1 of 14 Pages
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Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
(1) The consolidated financial statements of
Western Multiplex Corporation for its fiscal
year ended June 30, 1994, including the
Consolidated Balance Sheet as of June 30, 1994,
the Consolidated Statement of Income for the
year ended June 30, 1994, the Consolidated
Statement of Cash Flows for the year ended June
30, 1994, the notes to the June 30, 1994
Consolidated Financial Statements and the
related report on such financial statements of
Shilling & Kenyon, Inc., are incorporated by
reference to the Registrant's Registration
Statement on Form S-4, registration no. 33-
88818. A copy of such financial statements,
the related notes and the report of Shilling &
Kenyon, Inc. were attached as Exhibit 99 to the
Form 8-K dated April 25, 1995 filed with the
Securities and Exchange Commission on May 9,
1995.
(2) Consolidated financial statements of Western
Multiplex Corporation for the nine months ended
March 31, 1995, including the Consolidated
Condensed Balance Sheet as of March 31, 1995,
the Consolidated Condensed Statement of Income
for the nine months ended March 31, 1995, the
Consolidated Statement of Stockholders' Equity,
the Consolidated Condensed Statement of Cash
Flows for the nine months ended March 31, 1995
and the notes to the March 31, 1995
Consolidated Condensed Financial Statements.
(Filed herewith at pages 4-9)
(b) Pro forma financial information.
(1) Pro forma financial information for the
Registrant with respect to the acquisition of
Western Multiplex Corporation by the Registrant
on April 25, 1995, including the Pro Forma
Condensed Consolidated Balance Sheet as of March
31, 1995 and Pro Forma Condensed Consolidated
Income Statements for the year ended December
31, 1994 and for the three months ended March 31,
1995. (Filed herewith at pages 10-14)
(c) Exhibits
2 Acquisition Agreement dated as of January 3,
1995, incorporated by reference to
Exhibits 2.1 and 2.2 to the Registrant's
Registration Statement on Form S-4,
registration number 33-88818.
23 Consent of Shilling & Kenyon, Inc. (Previously filed)
99 Consolidated Financial Statements of Western
Multiplex Corporation for the fiscal year ended
June 30, 1994. (Previously filed)
Page 2 of 14 Pages
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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.
GLENAYRE TECHNOLOGIES, INC.
By: s/Stanley Ciepcielinski
Stanley Ciepcielinski
Executive Vice President and
Chief Financial Officer
Dated: July 7, 1995
Page 3 of 14 Pages
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WESTERN MULTIPLEX CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEET
(dollars in thousands, except per share amounts)
(unaudited)
March 31,
1995
ASSETS
Current Assets:
Cash and cash equivalents $ 1,707
Accounts receivable, less allowance 1,776
Inventories (Note 1) 2,631
Prepaid expenses and other assets 2,114
Total current assets 8,228
Property and equipment, net 1,195
TOTAL ASSETS $ 9,423
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 367
Accrued expenses 2,418
Current portion of long-term debt 162
Total current liabilities 2,947
Long-term debt, less current portion 292
Deferred income taxes 172
Total liabilities 3,411
Stockholders' Equity: (Note 3)
Common stock, no par value, 25,000,000
shares authorized, 5,531,195 outstanding 777
Less: Stockholders' note receivable (26)
Retained earnings 5,261
Total stockholders' equity 6,012
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $9,423
See Notes to Consolidated Condensed Financial Statements.
Page 4 of 14 Pages
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WESTERN MULTIPLEX CORPORATION
CONSOLIDATED CONDENSED STATEMENT OF INCOME
(dollars in thousands, except per share amount)
(unaudited)
Nine months
ended
March 31, 1995
NET SALES $14,207
COSTS AND EXPENSES
Cost of Sales 5,464
Sales, general and administrative 3,780
Research and development 1,684
Total costs and expenses 10,928
OPERATING INCOME 3,279
OTHER INCOME (EXPENSE)
Interest, net (10)
Other 46
Total other income (expense) 36
INCOME BEFORE INCOME TAXES 3,315
PROVISION FOR INCOME TAXES (Note 2) 1,342
NET INCOME $1,973
INCOME PER COMMON SHARE (Note 3) $ .26
See Notes to Consolidated Condensed Financial Statements.
Page 5 of 14 Pages
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WESTERN MULTIPLEX CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
Total
Stockholder Stockhold-
Common Stock Note Retained ers'
Shares Amount Receivable Earnings Equity
<S> <C> <C> <C> <C> <C>
BALANCES
June 30, 1994 5,477 $749 - $3,288 $4,037
NET INCOME - - - 1,973 1,973
STOCK OPTION
ACTIVITY 54 28 (26) - 2
BALANCES,
March 31, 1995 5,531 $777 $(26) $5,261 $6,012
</TABLE>
See Notes to Consolidated Condensed Financial Statements.
Page 6 of 14 Pages
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WESTERN MULTIPLEX CORPORATION
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
(dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
Nine months
ended
March 31, 1995
<S> <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES $1,326
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (547)
NET CASH USED IN INVESTING ACTIVITIES (547)
CASH FLOWS FROM FINANCING ACTIVITIES:
Stock option activity 2
Payments on long term debt (142)
NET CASH USED IN FINANCING ACTIVITIES: (140)
NET INCREASE IN CASH AND CASH
EQUIVALENTS 639
CASH AND CASH EQUIVALENTS,
beginning of period 1,068
CASH AND CASH EQUIVALENTS,
end of period $1,707
SUPPLEMENTAL DISCLOSURE OF NON-CASH
TRANSACTIONS:
Cash paid during the period of:
Interest $ 43
Income taxes $1,290
</TABLE>
See Notes to Consolidated Condensed Financial Statements.
Page 7 of 14 Pages
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WESTERN MULTIPLEX CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(tabular amounts in thousands of dollars)
(unaudited)
The consolidated financial statements should be read in
conjunction with the audited financial statements and notes thereto
included in the Western Multiplex Corporation ("MUX") audited financial
statements for the year ended June 30, 1994.
The accompanying financial information is unaudited; however, in the
opinion of the management of MUX, this information includes all
adjustments (consisting only of normal recurring adjustments)
necessary for a fair presentation of the finan- cial information
therein.
The results of operations for the nine months ended March 31,
1995 are not necessarily indicative of the results that may be
expected for the entire year. MUX's financial results in any reported
period are highly dependent upon various factors, including timing
and size of customers' orders and the shipment of products for large
orders. Large orders from customers can account for a signifi- cant
portion of products shipped in any reported period. Accordingly,
the shipment of products of such large orders can dramatically affect
the results of operations of any single reported period.
NOTE 1 - INVENTORIES
Inventories consist of the following at March 31, 1995:
Raw materials $1,288
Work-in-process 338
Finished goods 1,005
$2,631
NOTE 2 - INCOME TAXES
MUX's consolidated tax provision was different from the amount computed
using the U.S. statutory income tax rate as follows:
Nine Months Ended
March 31, 1995
Tax computed at federal statutory rate 34.0%
State income taxes, net of federal benefit 6.6
Non-deductible expenses and other items (.1)
40.5%
Page 8 of 14 Pages
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WESTERN MULTIPLEX CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)
(tabular amounts in thousands of dollars)
(unaudited)
NOTE 3 - STOCKHOLDERS' EQUITY
Income per Common Share
Primary income per share was computed by dividing net income by
the weighted average number of shares of common stock outstanding plus
the shares that would be outstanding assuming exercise of dilutive
stock options, which are considered to be common stock equivalents.
Page 9 of 14 Pages
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PRO FORMA CONDENSED FINANCIAL INFORMATION
(Unaudited)
Glenayre Technologies, Inc.
The following pro forma condensed consolidated balance sheet as of
March 31, 1995 and the condensed consolidated income statements for the
year ended December 31, 1994 and the three month period ended
March 31, 1995 give effect to the acquisition in April 1995 of all the
outstanding common stock of Western Multiplex Corporation ("MUX").
The pro forma condensed consolidated balance sheet gives effect to the
acquisition of MUX as if it had occurred on March 31, 1995. The pro
forma condensed consolidated income statements give effect to the
acquisition of MUX as if it had been consummated on January 1, 1994.
The pro forma condensed consolidated information has been
prepared by Glenayre management and is based on the historical
financial statements of Glenayre and MUX and on the assumptions and
adjustments in the accompanying notes. These pro forma condensed
consolidated financial statements may not be indicative of the results
that actually would have occurred if the combination had been in effect
on the dates indicated.
Page 10 of 14 Pages
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GLENAYRE TECHNOLOGIES, INC.
PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED DECEMBER 31, 1994
(Unaudited)
(In thousands, except per share data)
<TABLE>
<CAPTION>
Pro Forma Adjustment Pro
Glenayre MUX Adjustments Reference Forma
<S> <C> <C> <C> <C> <C>
Net sales $172,107 $18,813 $190,920
Costs and expenses
Cost of sales 72,908 7,859 80,767
Selling, general and administrative expense 41,079 5,068 46,147
Research and development expense 15,991 1,792 17,783
Depreciation and amortization expense 5,884 381 $ 728 A 6,993
Total costs and expenses 135,862 15,100 728 151,690
Income from operations 36,245 3,713 (728) 39,230
Other income (expense)
Interest income (expense), net 4,450 (18) 4,432
Other, net (400) 26 (374)
Total other income (expenses), net 4,050 8 0 4,058
Income from continuing operations before
income taxes 40,295 3,721 (728) 43,288
Provision for income taxes 7,200 1,529 8,729
Income from continuing operations $33,095 $ 2,192 $ (728) $ 34,559
Income from continuing operations
per share - primary $ .85 $ .86
Number of shares used to compute primary per share
data, adjusted for June 19, 1995 3 for 2 stock split 39,136 1,125 B 40,261
A Increase in amortization expense:
Amortization for the period January 1, 1994 to December 31, 1994 of
excess of cost over value assigned to net assets acquired (on a
straight-line basis over 30 years) $ 728
B Increase in number of shares used to compute primary per share data:
Issuance of common stock for MUX shares and options 1,125
</TABLE>
Page 11 of 14 Pages
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GLENAYRE TECHNOLOGIES, INC.
PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT
FOR THE THREE MONTHS ENDED MARCH 31, 1995
(Unaudited)
(In thousands, except per share data)
<TABLE>
<CAPTION>
Pro Forma Adjustment Pro
Glenayre MUX Adjustments Reference Forma
<S> <C> <C> <C> <C> <C>
Net sales $59,862 $4,491 $64,353
Costs and expenses
Cost of sales 25,859 1,696 27,555
Selling, general and administrative expense 11,951 1,003 12,954
Research and development expense 4,699 573 5,272
Depreciation and amortization expense 1,592 103 $ 182 A 1,877
Total costs and expenses 44,101 3,375 182 47,658
Income from operations 15,761 1,116 (182) 16,695
Other income (expense)
Interest income (expense), net 1,936 (3) 1,933
Other, net (27) 11 (16)
Total other income (expenses), net 1,909 8 1,917
Income from continuing operations before
income taxes 17,670 1,124 (182) 18,612
Provision for income taxes 3,888 452 4,340
Income from continuing operations $13,782 $ 672 $ (182) $14,272
Income from continuing operations per share - primary $ 0.34 $ 0.35
Number of shares used to compute primary per share data,
adjusted for June 19, 1995 3 for 2 stock split 39,948 1,125 B 41,073
A Increase in amortization expense:
Amortization for the period January 1, 1995 to March 31, 1995 of excess of cost over
value assigned to net assets acquired (on a straight-line basis over 30 years) $ 182
B Increase in number of shares used to compute primary per share data:
Issuance of common stock for MUX shares and options 1,125
Page 12 of 14 Pages
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GLENAYRE TECHNOLOGIES, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
MARCH 31, 1995
(Unaudited)
(In thousands)
</TABLE>
<TABLE>
<CAPTION>
Pro Forma Adjustment Pro
Glenayre MUX Adjustments Reference Forma
<S> <C> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 99,638 $ 1,707 $ 101,345
Accounts receivable 42,810 1,776 44,586
Trade notes receivable, current 4,967 4,967
Inventories 32,632 2,631 35,263
Deferred income taxes 5,666 5,666
Prepaid expenses and other current assets 2,524 2,114 (693) C 3,945
Total current assets 188,237 8,228 (693) 195,772
Trade notes receivable 14,827 14,827
Property, plant and equipment 20,503 1,195 21,698
Goodwill and intangibles 60,764 21,844 A 82,608
Deferred income taxes 24,953 704 B 25,657
Other assets 331 331
TOTAL ASSETS $309,615 $ 9,423 $21,855 $340,893
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ 10,491 $ 367 $ 10,858
Accrued liabilities 29,332 2,418 606 D 32,356
Current portion of long term debt 257 162 419
Total current liabilities 40,080 2,947 606 43,633
Long term debt, less current portion 1,769 292 2,061
Other liabilities 2,756 172 2,928
Stockholders' equity:
Shares outstanding at
March 31, 1995:
Historical 37,794,520
Pro Forma 38,584,670 504 16 E 520
Contributed capital 225,466 751 26,494 F 252,711
Retained earnings from February 1, 1988 39,040 5,261 (5,261) G 39,040
Total stockholders' equity 265,010 6,012 21,249 292,271
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $309,615 $ 9,423 $ 21,855 $340,893
</TABLE>
See Notes to Pro Forma Condensed Consolidated Balance Sheet as of
March 31, 1995
Page 13 of 14 Pages
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GLENAYRE TECHNOLOGIES, INC.
Notes to Pro Forma Condensed Consolidated Balance Sheet
March 31, 1995
(Unaudited)
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
<S> <C>
A Increase in goodwill:
Excess of cost over value assigned to net assets acquired (see note H) $ 21,844
B Increase in deferred income taxes:
Change in valuation reserve of deferred tax asset due to increased
future earnings estimates after merger $ 704
C Decrease in prepaid and other current assets:
Reclassification of direct acquisition costs paid as of March 31, 1995 $ (693)
D Increase in accrued liabilities:
Accrual of direct acquisition costs paid subsequent to March 31, 1995 $ 606
E Increase in common stock:
Issuance of common stock to Western Multiplex
(790,150 shares at $.02) $ 16
F Increase in contributed capital:
Issuance of common stock to Western Multiplex
(790,150 shares at $25.4244) $ 20,089
Cash payments in lieu of fractional shares 1
Western Multiplex options assumed
(334,805 shares at $25.4444) 8,519
Cash to be received from exercise of Western Multiplex options (1,364)
Elimination of Western Multiplex historical equity (751)
$ 26,494
G Decrease in retained earnings:
Elimination of Western Multiplex historical equity $( 5,261)
H The following is a pro forma computation of the purchase price as of the Closing Date:
Common stock issued and Western Multiplex options assumed (1,124,955 shares times market
price of $25.4444 per share) $ 28,624
Cash to be received from exercise of Western Multiplex options (1,364)
Direct Costs of the Acquisition 1,300
Total purchase price $ 28,560
Allocation of purchase price
Historical book value of total assets of Western Multiplex as of March 31, 1995 $ 6,012
(Management believes that the fair value approximates net book value for all tangible assets.)
Effect on Deferred Tax Asset due to Merger 704
Excess of cost over value assigned to net assets acquired (goodwill) 21,844
Total purchase price $ 28,560
</TABLE>
Page 14 of 14 Pages
