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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of December, 1997
MAS TECHNOLOGY LIMITED
24 BRIDGE STREET, LOWER HUTT, WELLINGTON, NEW ZEALAND
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.)
Form 20-F [X] Form 40-F [_]
(Indicate by check mark whether the registrant by furnishing the
information contained in this form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)
Yes [_] No [X]
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MAS TECHNOLOGY LIMITED
FORM 6-K
DECEMBER 1997
On December 23, 1997, the registrant announced that it entered into an
Agreement and Plan of Reorganization and Amalgamation (the "Agreement") with
Digital Microwave Corporation. Attached hereto as Exhibit 99.1 is the press
release issued by the Company announcing the Agreement, which press release is
incorporated herein by reference.
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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.
MAS TECHNOLOGY LIMITED
/s/ Peter Wright
Date: January 14, 1998 By __________________________________
Peter Wright
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
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Number Document Description
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99.1 Press release dated December 23, 1997.
Page 4
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EXHIBIT 99.1
FOR: MAS Technology Ltd.
APPROVED BY: Neville Jordan, Chief Executive Officer
+64 4 569-2170
CONTACT: MAS Technology
Peter Wright, Chief Financial Officer
+64 4 569-2170
Morgen-Walke Associates
Chris Danne, (508) 240-0404
Jennifer Jarman, (415) 296-7383
Vince Daniels, Josh Passman
(212) 850-5600/(212) 850-5698
Digital Microwave Corporation
Sheryl Lewis, Financial Community
(408) 944-1740
Jeanne Harper Condre, Press
(408) 944-1817
FOR IMMEDIATE RELEASE
DIGITAL MICROWAVE CORPORATION AND MAS TECHNOLOGY, LTD. SIGN
DEFINITIVE MERGER AGREEMENT; COMBINATION CREATES LEADING
WORLDWIDE WIRELESS SOLUTIONS PROVIDER
San Jose, CA and Wellington, New Zealand--December 23, 1997--Digital Microwave
Corporation (Nasdaq:DMIC) and MAS Technology, Limited (a New Zealand company
with American Depositary Receipts quoted on Nasdaq under the symbol MASSY),
jointly announced today that they have signed a definitive agreement by which
Digital Microwave Corporation would merge with MAS Technology, Limited. The
union of these two wireless leaders will combine Digital Microwave's and MAS's
complementary product lines and distribution channels to provide a full range of
wireless connection solutions to customers worldwide.
Under the terms of the agreement Digital Microwave will exchange 1.2 shares
of its common stock for each outstanding share of MAS stock. Digital Microwave
will also exchange stock options using the same ratio, and expects to issue
approximately 8.2 million shares to MAS stockholders and option holders. MAS
shareholders will own approximately 17% of the combined entity. The resulting
transaction value is expected to be approximately $110 million (based on Digital
Microwave's closing price of $13.375 as of December 22, 1997). MAS will retain
its name and operate as a subsidiary of Digital Microwave, and will
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continue to be headquartered in Wellington, New Zealand. Mr. Neville Jordan,
MAS's chief executive officer, is expected to remain as the chief executive
responsible for MAS operations. The transaction, which has been approved by the
respective Boards of Directors, is expected to close within approximately 90
days, subject to regulatory reviews, approval by each company's stockholders,
and other customary closing conditions. The acquisition is intended to qualify
as a tax-free reorganization and will be accounted for as a pooling-of-interests
transaction.
"Through this combination with MAS, we expect to create both immediate and
long-term synergies in revenue, earnings growth, and new product development,"
said Charles D. Kissner, Digital Microwave's chairman, president and chief
executive officer. "Combining MAS's and Digital Microwave's complementary
product lines, distribution channels, and product development efforts broadens
our offering of wireless connection solutions and supports our long-term
strategic objectives."
"MAS is clearly one of the leading providers of low frequency and lower
capacity digital microwave radio systems, while Digital Microwave is a leading
supplier of medium and high frequency digital microwave radio systems,"
continued Kissner. "In addition, both Digital Microwave and MAS have significant
new radio products under development which, when combined with popular already
existing products, will create one of the world's most comprehensive wireless
connectivity product lines ever offered."
Kissner added, "MAS is strong in several important developing regions,
including Africa, which also complements Digital Microwave's significant global
presence. Over the many years we have had a relationship with MAS, we have
learned that our business cultures and people have been very complementary. We
are especially pleased to be working more closely with MAS's employees."
Neville Jordan, MAS's chief executive officer, said, "We are pleased to
join forces with Digital Microwave. We began our relationship with Digital
Microwave a number of years ago by selling Digital Microwave's products in
combination with our own. This enduring relationship has been highly beneficial
to both companies. The combination will create one of the world's most powerful
and competitive wireless connection enterprises, and a leader in the microwave
and millimeter radio market."
Except for the historical information contained herein, the matters
discussed and the statements made in this release concerning Digital Microwave's
and MAS's future prospects are "forward-looking statements" under the Federal
securities laws that involve risks and uncertainties. Because such statements
apply to future events, they are subject to risks and uncertainties that could
cause the actual results to differ materially, including without limitation,
integration risks related to the proposed transaction; the risk that the
contemplated benefits of the proposed transaction will not be realized; the risk
that the proposed transaction will not be consummated; and the risk of the
impact of competitive products and developments, market conditions, general
economic conditions, new technologies and industry
2.
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standards. Important factors which could cause actual results to differ
materially are described in reports on Forms 10-K and 10-Q filed by Digital
Microwave and MAS with the Securities and Exchange Commission.
Headquartered in San Jose, Digital Microwave designs, manufactures, and
markets advanced wireless solutions for worldwide telephone network
interconnection and access. Transmitting and receiving multiple digital lines,
Digital Microwave's high-performance systems carry voice, data, and digitized
video signals across a full spectrum of frequencies and capacities.
MAS designs, manufactures, markets and supports DXRTM digital microwave
radio links for use in the worldwide telecommunications market. DXR systems are
used as digital links by network operators to interconnect wired and wireless
networks, including cellular and local loop systems. DXR systems are also used
by telephone operators to provide voice and data services to their customers.
DXR is a trademark of MAS Technology, Ltd.
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3.
