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) June 2, 2000
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, Suite 300, 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
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Not applicable
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(Former name or former address, if changed since last report.)
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Item 5. Other Events.
On June 2, 2000, Glenayre Technologies, Inc. (the "Company") and
American Stock Transfer & Trust Company (the "Rights Agent") executed the Second
Amendment (the "Amendment") to the Preferred Shares Rights Agreement dated May
21, 1997 between the Company and the Rights Agent (as amended, modified or
supplemented from time to time, the "Rights Agreement"). Capitalized terms used
but not defined herein shall have the meaning assigned thereto in the Rights
Agreement.
Section 27 of the Rights Agreement provides that prior to the
Distribution Date, the Company may supplement or amend the Rights Agreement in
any respect without the consent of the Rights Holders. The State of Wisconsin
Investment Board ("SWIB") requested the Company to amend the Rights Agreement to
exclude SWIB from the definition of "Acquiring Person" unless and until such
time as SWIB becomes the Beneficial Owner of a percentage of Common Shares of
the Company then outstanding which equals or exceeds 20%. SWIB agreed not to
seek election or placement of a representative of SWIB on the Company's Board of
Directors while SWIB is the Beneficial Owner of 15% or more of the outstanding
Common Shares of the Company. The Board of Directors of the Company approved the
Amendment effective June 1, 2000.
The Amendment provides that SWIB shall not be deemed to be an Acquiring
Person under the Rights Agreement until SWIB shall have become the Beneficial
Owner of a percentage of Common Shares then outstanding which equals or exceeds
the SWIB Percentage. The SWIB Percentage equals 20% through June 15, 2001.
However, after June 15, 2001, the SWIB Percentage shall be reduced to (i) 16%,
if SWIB does not beneficially own 16% or more of the Common Shares outstanding
at the close of business on June 15, 2001, or (ii) if SWIB beneficially owns 16%
or more of the Common Shares outstanding at the close of business on June 15,
2001, the next highest whole percentage in excess of the percentage of Common
Shares of the Company then outstanding and beneficially owned by SWIB, not to
exceed 20%. The definitions of "Distribution Date" and "Triggering Event" were
also amended to conform to the modifications made to the definition of Acquiring
Person.
The Amendment and the Rights Agreement, specifying the terms of the
Rights and including the form of the Rights Certificate, are exhibits hereto and
the Rights Agreement is incorporated herein by reference. The foregoing
description of the Rights and the Amendment does not purport to be complete and
is qualified in its entirety by reference to such exhibits.
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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.
4.2 Amendment to the Preferred Shares Rights Agreement
dated January 14, 1999 between the Registrant and
American Stock Transfer & Trust Company. Incorporated
by reference to Exhibit 4.2 to the Registrant's Form
8-K dated January 14, 1999.
4.3 Second Amendment to the Preferred Shares Rights
Agreement dated June 2, 2000 between the Registrant
and American Stock Transfer & Trust Company.
99.1 Registrant's News Release dated June 5, 2000.
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/ Bert C. Klein
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Bert C. Klein
Senior Vice President and
Chief Financial Officer
Dated: June 9, 2000
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
EXHIBITS
FORM 8-K
CURRENT REPORT
Date of Report Commission File Number
June 2, 2000 0-15761
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GLENAYRE TECHNOLOGIES, INC.
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No Exhibit Description
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<S> <C>
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.
4.2 Amendment to the Preferred Shares Rights Agreement dated
January 14, 1999 between the Registrant and American Stock
Transfer & Trust Company. Incorporated by reference to
Exhibit 4.2 to the Registrant's Form 8-K dated January 14,
1999.
4.3 Second Amendment to the Preferred Shares Rights Agreement
dated June 2, 2000 between the Registrant and American Stock
Transfer & Trust Company.
99.1 Registrant's News Release dated June 5, 2000.
</TABLE>
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