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) February 26, 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 4 Pages
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ITEM 5. OTHER EVENTS.
The Registrant confirmed on February 26, 1997 that a shareholder's
derivative lawsuit had been filed against certain current and former members of
its Board of Directors by one shareholder. 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 February 26, 1997.
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: February 28, 1997
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<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
FORM 8-K
CURRENT REPORT
Date of Report Commission File Number
February 26, 1997 0-15761
GLENAYRE TECHNOLOGIES, INC.
EXHIBIT INDEX
Exhibit No Exhibit Description
99 Glenayre Technologies, Inc.
News Release dated February
26, 1997.
Page 3 of 4 Pages
Exhibit 99
- - -------------------------------------------------------------------------------
EXECUTIVE OFFICES:
5935 CARNEGIE BOULEVARD [Glenayre Logo Appears Here]
CHARLOTTE, NC 28209
TEL: (704) 553-0038
FAX: (704) 553-7878
- - -------------------------------------------------------------------------------
NEWS RELEASE CONTACT: Stan Ciepcielinski, CFO
(704) 553-0038
DERIVATIVE SHAREHOLDER LAWSUIT FILED
AGAINST DIRECTORS OF GLENAYRE TECHNOLOGIES
Charlotte, N.C., Feb. 26, 1997 -- Glenayre Technologies Inc. (Nasdaq: GEMS)
confirmed today that a shareholder's derivative lawsuit has been filed by one
Glenayre shareholder against certain current and former members of Glenayre's
Board of Directors. The lawsuit was filed on February 20, 1997, in the United
States District Court for the Southern District of New York.
The lawsuit alleges that certain current and former Board members breached their
duties to Glenayre, and thereby subjected Glenayre to the previously filed
shareholders' lawsuit.
Glenayre President and CEO Gary Smith announced, "As I stated last November, we
believe that the allegations of the so-called shareholders' lawsuit are totally
without merit. The new lawsuit is basically a repackaging of the same
allegations and we believe that it is also meritless. Both suits will be
defended vigorously."
Glenayre Technologies is a worldwide provider of telecommunications equipment
and related software used by leading personal communications service providers.
The company specializes in paging, cellular, voice processing, mobile data and
point-to-point wireless interconnection products and systems. Glenayre is a
member of the Nasdaq-100 Index(R). Additional information about Glenayre is
available on the company's Web Site at: http://www.glenayre.com.
# # #
Nasdaq-100 Index is a registered trademark of the National Association of
Securities Dealers.
Page 4 of 4 Pages
