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) May 21, 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.)
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ITEM 5. OTHER EVENTS.
On May 21, 1997, the Board of Directors of the Company
declared a dividend of one Right (a "Right") for each outstanding share of
Common Stock of Glenayre Technologies, Inc. (the "Company"), par value $.02 per
share (the "Common Stock"). The dividend is payable on June 12, 1997, to the
stockholders of record at the close of business on June 12, 1997. Each Right
entitles the registered holder to purchase from the Company one hundredth of a
share of Series A Junior Participating Preferred Stock of the Company, $.01 par
value (the "Preferred Stock"), at a price of $80 per one hundredth of a share of
Preferred Stock, subject to adjustment (the "Exercise Price"). The Rights are
not exercisable until the Distribution Date referred to below. Until the Rights
are exercised, the holders thereof will not have rights as stockholders of the
Company, including, without limitation, the right to vote or to receive
dividends. The description and terms of the Rights are set forth in the
Preferred Shares Rights Agreement (the "Rights Agreement") between the Company
and American Stock Transfer & Trust Company as Rights Agent (the "Rights
Agent").
Prior to the Distribution Date, the Rights will be evidenced
by and trade with the certificates for the Common Stock, together, in the case
of certificates issued prior to June 12, 1997, with the letter mailed to the
stockholders describing the Rights Agreement. Common Stock certificates issued
after June 12, 1997 will contain a notation incorporating the Rights Agreement
by reference until the Distribution Date or earlier redemption or expiration of
the Rights. Rights will separate from the Common Stock and become transferable
and exercisable following the tenth day (unless delayed by vote of a majority of
the Company's Directors) after a person or group (an "Acquiring Person") (a)
acquires beneficial ownership of 15% or more of the Company's Common Stock or
(b) announces a tender or exchange offer, the consummation of which would result
in ownership by a person or group of 15% or more of the Company's Common Stock
(the "Distribution Date").
After the Distribution Date, the Company will mail Rights
certificates to the Common stockholders and the Rights will become transferable
apart from the Common Stock. Each Right (other than Rights owned by an Acquiring
Person or its affiliates) will entitle the holder to purchase, for $80 (the
"Exercise Price"), a fraction (initially, one hundredth) of a share of the
Company's Series A Junior Participating Preferred Stock, with economic terms
similar to that of one share of the Company's Common Stock having a then current
market value equal to twice the Exercise Price.
If, after the Shares Acquisition Date defined below, (a) the
Company merges into another entity, (b) an acquiring entity merges into the
Company, or (c) the Company sells more than 50% of the Company's assets or
earning power, each Right (other than Rights owned by an Acquiring Person or its
affiliates) will entitle the holder thereof to purchase, for the Exercise Price,
a number of shares of the Acquiring Person's common stock, having a then current
market value equal to twice the Exercise Price (unless the transaction satisfies
certain conditions and is consummated with a person who acquired shares pursuant
to a Permitted Offer approved by the Company's Board of Directors, in which case
the Rights will expire).
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At any time after an Acquiring Person obtains 15% or more of
the Company's Common Stock other than pursuant to a Permitted Offer (the "Shares
Acquisition Date") and prior to the acquisition by the Acquiring Person of 50%
or more of the outstanding Common Stock, the Board of Directors of the Company
may exchange the Rights (other than Rights owned by the Acquiring Person or its
affiliates), in whole or in part, at an exchange ratio of one Common Share per
Right (subject to adjustment). At the option of the Company's Board of
Directors, at any time after the Distribution Date, outstanding Rights may be
exchanged for fractional shares of Series A Junior Participating Preferred
Stock. If the Company elects not to issue certificates representing fractional
shares, it will requisition depositary receipts representing the fractional
shares to be purchased or, in lieu thereof, payment in cash will be made based
on the market price of one share of the stock issuable upon such exercise on the
date of exercise.
Rights will be redeemable at the Company's option for $.01 per
Right (the "Redemption Price") at any time on or prior to the Distribution Date
or such later date as may be determined by a majority of the Directors. The
redemption of the Rights may be made effective at such time, on such basis and
with such conditions as the Board of Directors of the Company in its sole
discretion may establish. Immediately upon any redemption of the Rights, the
right to exercise the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price in cash. The Rights are not
exercisable until the Distribution Date. The Rights will expire on the earliest
of (a) May 21, 2007, (b) exchange or redemption of the Rights as described
above, or (c) consummation of a merger or consolidation or sale of assets
resulting in expiration of the Rights as described above (the "Expiration
Date").
The terms of the Rights Agreement may be amended in any
respect by the Company and the Rights Agent, without the consent of the holders
of the Rights, on or prior to the Distribution Date, including, without
limitation, an amendment to lower the 15% thresholds, described above, including
the threshold for a person becoming an Acquiring Person. In addition, the terms
of the Rights Agreement may be amended at any time, prior to or after the
Distribution Date, without the consent of the Rights holders in order to cure
any ambiguities or to make changes which do not adversely affect the interests
of the Rights holders (other than the Acquiring Person).
The Rights have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire the
Company on terms not approved by the Company's Board of Directors. The Rights
should not interfere with any merger or other business combination approved by
the Board of Directors since the Rights may be redeemed by the Company at the
Redemption Price prior to the date ten days after the public announcement that a
person or group has become the beneficial owner of 15% or more of the Common
Stock.
The Rights Agreement, specifying the terms of the Rights and
including the form of the Rights Certificate, is an exhibit hereto
and is incorporated herein by reference. The foregoing description of the
Rights does not purport to be complete and is qualified in its entirety by
reference to such exhibit.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
4.1 Preferred Shares Rights Agreement dated May 21, 1997
by and between the Registrant and American Stock
Transfer & Trust Company, together with the Form of
Rights Certificate attached as Exhibit B thereto.
Incorporated by reference to Exhibit 4.1 to the
Registrant's Form 8-A filed on May 22, 1997.
99 News Release dated May 22, 1997.
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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: May 23, 1997
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
FORM 8-K
CURRENT REPORT
Date of Report Commission File Number
May 21, 1997 0-15761
GLENAYRE TECHNOLOGIES, INC.
EXHIBIT INDEX
Exhibit No Exhibit Description
4.1 Preferred Shares Rights Agreement dated May 21, 1997 by and
between the Registrant and American Stock Transfer & Trust
Company, together with the Form of Rights Certificate
attached as Exhibit B thereto. Incorporated by reference to
Exhibit 4.1 to the Registrant's Form 8-A filed on May 22,
1997.
99 News Release dated May 22, 1997.
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GLENAYRE
EXECUTIVE OFFICES:
5935 Carnegie Boulevard
Charlotte, NC 28209
Tel: (704) 553-0038
Fax: (704) 553-7878
News Release CONTACT: Eugene C. Pridgen, General Counsel
(704) 553-0038
Glenayre Technologies Adopts Stockholder Rights Plan
Charlotte, N.C, May 22, 1997 -- The Board of Directors of Glenayre Technologies
Inc. (Nasdaq: GEMS) announced today adoption of a Preferred Shares Rights
Agreement. The Rights Plan is designed to insure that all of Glenayre's
stockholders receive fair treatment in the event of any takeover of the company
and to guard against abusive takeover tactics.
Gary B. Smith, president and chief executive officer of Glenayre, stated, "The
Rights Agreement will not prevent a takeover of Glenayre, but is intended to
provide an appropriate and reasonable means of safeguarding the interests of all
Glenayre stockholders."
Under the Rights Agreement, the Board declared a dividend of one Right for each
outstanding share of Glenayre common stock to holders of record as of the close
of business on June 12, 1997. The Rights distribution is not taxable to
stockholders or Glenayre, has no dilutive effect, will not affect reported
earnings per share, and will not change the way in which Glenayre's common
shares are traded. Initially, the Rights will automatically trade with the
common stock and will not be exercisable.
If any person or group acquires beneficial ownership of 15% or more of
Glenayre's outstanding common stock, or commences a tender or exchange offer
that results in that person or group acquiring such level of beneficial
ownership, each Rights holder (other than Rights owned by such person or group,
which become void) is entitled to purchase, for an exercise price of $80,
1/100th of a share of Series A Junior Participating Preferred Stock. Each
fractional Preferred Share will have economic and voting terms similar to those
of one share of Glenayre common stock. In the event of such a tender offer or
15% or more stock acquisition, the Rights certificates, after a short period,
will trade separately from the common stock and will be exercisable.
- More -
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Glenayre Stockholder Rights Plan
Add 1
Each Right, under certain circumstances, entitles the holder to purchase the
number of Glenayre common shares (or, at the Board's option, shares of Series A
Junior Participating Preferred Stock) which have an aggregate market value equal
to twice the exercise price of $80. Under certain circumstances, the Board of
Directors may exchange each outstanding Right for either one share of Glenayre
common stock or 1/100th share of Series A Junior Participating Preferred Stock.
The Board may also redeem the Rights at a price of $0.01 per Right.
In addition, if any person or group acquires beneficial ownership of 15% or more
of Glenayre's outstanding common stock and Glenayre either merges with or into
another company or Glenayre sells 50% or more of its assets or earning power to
another company, each Rights holder (other than Rights owned by such person or
group, which become void) is entitled to purchase, for an exercise price of $80,
a number of shares of the surviving company which has a market value equal to
twice the exercise price.
The Rights will expire on May 21, 2007, unless redeemed earlier.
Details of the Rights Distribution will be mailed to Glenayre stockholders after
June 12, 1997.
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,
point-to-point wireless interconnect and communications network administration
products and systems. 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.
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