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) September 9, 1997
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.)
5935 Carnegie Boulevard, 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 7 Pages
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Item 5. Other Events.
The Registrant announced plans to acquire Wireless Access Inc. of Santa
Clara, California and Open Development Corporation of the Boston, Massachusetts
area, and plans to divest its microwave radio unit, the Registrant's Wireless
Interconnect Group (Western Multiplex Corporation). The Registrant's News
Release is filed herewith as Exhibit 99 to this Report.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99. Registrant's News Release dated September 9, 1997.
Page 2 of 7 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/Eugene C. Pridgen
Eugene C. Pridgen
Executive Vice President
Dated: September 10, 1997
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
EXHIBITS
FORM 8-K
CURRENT REPORT
Date of Report Commission File Number
September 9, 1997 0-15761
GLENAYRE TECHNOLOGIES, INC.
EXHIBIT INDEX
Exhibit No. Exhibit Description
99 Glenayre Technologies, Inc. News Release
dated September 9, 1997.
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Exhibit 99
[Glenayre logo appears here]
EXECUTIVE OFFICES:
5935 Carnegie Boulevard
Charlotte, NC 28209
Tel: (704) 553-0038
Fax: (704) 553-7878
News Release
CONTACT: Stan Ciepcielinski, CFO
(704) 553-0038
Glenayre To Acquire Two Companies and Divest Microwave Business
Acquisitions Will Promote Growth In Paging and Enhanced Service Platform
CHARLOTTE, N.C. (Sept. 9, 1997) - Glenayre Technologies Inc. (Nasdaq: GEMS)
today announced plans to acquire Wireless Access Inc., a private developer and
marketer of innovative two-way paging devices, and Open Development Corporation
(ODC), a private developer of enhanced service software and products for
telecommunications providers. The transactions are valued at approximately $148
million. Glenayre also announced plans to divest its microwave radio unit
(Wireless Interconnect Group, previously Western Multiplex Corporation).
"We are taking a significant strategic step to concentrate our resources on two
primary growth engines -- paging and enhanced service platforms for
telecommunications providers," said Gary Smith, Glenayre president and chief
executive officer. "The addition of Wireless Access and ODC will help drive our
growth in these two core areas. We look forward to the leadership contributions
the management of these two companies will provide, and we welcome their
employees to Glenayre.
"Wireless Access reinforces our leadership role in paging by allowing us to
offer a comprehensive paging system, from infrastructure to the newest
generation of paging devices," Smith explained. "ODC's prepaid/debit and
post-paid card systems allow us to strengthen our position as one of the top
worldwide providers in the enhanced service platform market to the
telecommunications sector. This in turn helps our customers remain competitive
with products like voice mail, prepaid/debit cards, voice-activated dialing and
personal number services.
--MORE--
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Glenayre
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"Our microwave business has been a profitable operation for us," Smith said. "It
excels in state-of-the- art technologies and the division's employees have
contributed to Glenayre's success. However, it serves different customers than
those of our paging and enhanced services businesses, and we feel divestiture
will allow both Glenayre and the microwave group to better focus on their
respective core markets."
Glenayre has hired Donaldson Lufkin & Jenrette to solicit appropriate purchase
offers for the microwave radio unit. Smith indicated sale of the microwave unit
depends on receipt of an acceptable offer.
Glenayre has signed a letter of intent to acquire Wireless Access for
approximately $100 million in cash and options. Glenayre also signed a letter of
intent to acquire ODC for approximately $48 million in cash and options. The
transactions will be accounted for under the purchase method and are expected to
close in the fourth quarter of 1997. As a result of these acquisitions, Glenayre
will take a pre-tax charge in the fourth quarter of 1997 related to the
write-off of purchased in-process research and development.
Following the closing of these transactions, Wireless Access and ODC
optionholders will have the right to purchase shares equivalent to less than 3%
of Glenayre's Common Stock on a fully-diluted basis.
Wireless Access is a private Santa Clara, California company that develops and
markets advanced two-way pagers. Wireless Access provides Glenayre with
significant new growth opportunities in the rapidly expanding worldwide arena of
two-way paging, with licensing for Motorola's family of high-speed protocols,
including ReFLEX 25, ReFLEX 50 and InFLEXion Voice.
--MORE--
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Glenayre
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"Wireless Access design capabilities allow Glenayre to participate in the
largest and fastest-growing segment of the paging industry - paging devices,"
Smith said. "Alphanumeric paging device sales in the U.S. grew 53 percent last
year. And Wireless Access is at the forefront of the industry's evolution to
two-way paging. We anticipate Wireless Access sales to total approximately $18
million for 1997, with continued strong growth in 1998."
Open Development Corp., based in the Boston area, develops and markets software
applications and platforms that enhance telecommunications networks and
services. ODC has uniquely combined advanced client/server computing, high
performance relational database technology and an open architecture into its
"openMEDIA" platform. ODC's products include: standard prepaid calling card
systems; prepaid wireless systems, which allow cellular subscribers to make
calls using a prepaid account; and enhanced calling card systems, which allow
service providers to offer traditional post-paid calling card services with the
advanced features of openMedia. ODC sales are anticipated to be in the $15
million to $18 million range for full-year 1997.
Glenayre Technologies Inc. (Nasdaq: GEMS) is a worldwide provider of
telecommunications infrastructure products and systems serving the paging,
cellular, PCS, telco, voice processing, and point-to-point wireless service
provider markets. Glenayre's net sales exceeded $390 million in 1996 and the
company employs approximately 2,100 people worldwide. Additional information
about Glenayre is available on the company's Web site at:
http://www.glenayre.com.
The Private Securities Litigation Reform Act of 1995 contains a safe-harbor
provision for forward- looking statements. This document contains
forward-looking statements and assumptions. Future events could differ
materially from the forecasts and assumptions referenced in this document, as
described in the cautionary statements included in Glenayre's most recent Form
10-Q filed with the Securities and Exchange Commission.
# # #
ReFLEX25, ReFLEX50 and InFLEXion are registered trademarks of Motorola. MVP is a
registered trademark of Glenayre.
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