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) November 1, 1999
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GLENAYRE TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 0-15761 98-0085742
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
5935 Carnegie Boulevard, Charlotte, North Carolina 28209
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (704) 553-0038
--------------------------
Not applicable
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(Former name or former address, if changed since last report.)
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On November 1, 1999, the Registrant sold approximately 95% of the outstanding
capital stock of Western Multiplex Corporation, a Delaware corporation
("WMC-Delaware"), pursuant to the terms of an Amended and Restated Acquisition
Agreement (the "Acquisition Agreement") dated as of September 30, 1999 among the
Registrant, GTI Acquisition Corp., a wholly-owned subsidiary of the Registrant
and the direct owner of the WMC-Delaware capital stock ("GTI"), Western
Multiplex Corporation, a California corporation and a wholly-owned subsidiary of
WMC-Delaware, WMC-Delaware and WMC Holding Corp. ("Purchaser"). Pursuant to the
terms of the Acquisition Agreement, 42,000,000 shares of the Class B Common
Stock of WMC-Delaware were redeemed by WMC-Delaware from GTI for $21,000,000 in
cash, and 35,955,000 shares of the Class B Common Stock of WMC-Delaware were
purchased by Purchaser from GTI for approximately $18,000,000 in cash, subject
to adjustment after the closing based on the net worth of WMC-Delaware as of the
closing date. The Registrant retained 2,045,000 shares of the Class B Common
Stock of WMC-Delaware, approximately 5% of its outstanding Common Stock as of
the closing date. The terms of the Acquisition Agreement, including the
consideration for the WMC-Delaware stock, were negotiated on an arms-length
basis by senior members of management of the Registrant and Purchaser.
The Registrant's News Release announcing the completion of the disposition of
95% of WMC-Delaware is filed as Exhibit 99 to this Report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
2 Amended and Restated Acquisition Agreement dated as of
September 30, 1999 among GTI Acquisition Corp., the
Registrant, Western Multiplex Corporation, a California
corporation, Western Multiplex Corporation, a Delaware
Corporation, and WMC Holding Corp. Incorporated herein by
reference to Exhibit 10.1 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended September 30,
1999.
99 Registrant's News Release dated November 2, 1999.
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
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Stanley Ciepcielinski
Executive Vice President
Dated: November 11, 1999
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
FORM 8-K
CURRENT REPORT
Date of Report Commission File Number
November 1, 1999 0-15761
GLENAYRE TECHNOLOGIES, INC.
EXHIBIT INDEX
Exhibit No. Exhibit Description
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2 Amended and Restated Acquisition Agreement
dated as of September 30, 1999 among GTI
Acquisition Corp., the Registrant, Western
Multiplex Corporation, a California
corporation, Western Multiplex Corporation, a
Delaware Corporation, and WMC Holding Corp.
Incorporated herein by reference to Exhibit
10.1 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30,
1999.
99 Glenayre Technologies, Inc. News Release dated
November 2, 1999
[GRAPHIC]
EXHIBIT 99
CORPORATE HEADQUARTERS
5935 Carnegie Boulevard
Charlotte, NC 28209 USA
tel: 704 553 0038
eml: www.glenayre.com
News Release
Contact: Janet Cavalier, Glenayre
704 553 0038
David Lilly, Kekst and Company
PR for Ripplewood Holdings and
Leeward Technology
212 521 4800
Glenayre Technologies Completes $37 Million Sale
Of Microwave Radio Business
DIVESTMENT COMPLETES ADDITIONAL STEP IN CORPORATE RESTRUCTURING
CHARLOTTE, N.C., Nov. 2, 1999 -- Accomplishing another step in its strategic
repositioning, Glenayre Technologies Inc. (Nasdaq: GEMS) confirmed today that it
has completed the sale of its Western Multiplex Corporation microwave radio unit
to Ripplewood Holding LLC of New York and Leeward Technology Partners of
California. On October 4th, Glenayre reported that it had signed an agreement
for the sale and expected the transaction to close by year-end.
In exchange for 95% of the stock in Western Multiplex, Glenayre will receive
approximately $37 million cash, subject to final adjustment based on audited
closing net worth. Glenayre also will retain approximately five-percent
ownership in the microwave radio business, which is located in Sunnyvale,
California.
Eric Doggett, president and chief executive officer of Glenayre, stated, "The
Western Multiplex sale provides further evidence that we are committed to
successful implementation of our new strategic focus. As promised, we negotiated
a reasonable agreement, and secured a price that was within our stated
expectations.
Doggett added, "With the cash from this sale, along with the $6.3 million cash
that we have received from the sale of our headquarters facility, we are much
better positioned to pursue and fund our opportunities in growth markets."
For over 30 years, Glenayre Technologies Inc. has been developing and providing
leading edge personal telecommunication systems, including products for paging
and cellular networks. Glenayre products are installed in over 100 countries.
Additional information about Glenayre is available at http://www.glenayre.com.
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