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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 3, 1998
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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): March 24, 1998
DIGITAL MICROWAVE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
0-15895 77-0016028
(Commission File Number) (I.R.S. Employer Identification No.)
170 ROSE ORCHARD WAY, SAN JOSE, CA 95134
(Address of Principal Executive Offices) (Zip Code)
408/943-0777
(Registrant's Telephone Number, Including Area Code)
With a copy to:
Bruce Alan Mann, Esq.
Morrison & Foerster LLP
425 Market Street
San Francisco, CA 94105
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ITEM 2. ACQUISITION AND DISPOSITION OF ASSETS.
On March 24, 1998, the Registrant completed the acquisition of MAS
Technology Limited, a New Zealand company ("MAS"). The acquisition of MAS was
consummated pursuant to an Agreement and Plan of Reorganization and
Amalgamation, dated as of December 22, 1997, pursuant to which South
Amalgamation Sub ("Amalgamated Sub"), a wholly owned subsidiary of the
Registrant, was merged with and into MAS (the "Reorganization"). Upon
consummation of the Reorganization, approximately 8,600,000 shares of the
Registrant's common stock became issuable to the former stockholders of MAS,
reflecting an exchange ratio of 1.20 shares of the Registrant's common stock for
each outstanding share of MAS's capital stock. In addition, approximately
500,000 additional shares of the Registrant's common stock are reserved for
issuance upon exercise of options issued in replacement of MAS options that were
not exercised prior to the consummation of the Reorganization. The
Reorganization was structured as a tax free reorganization and is intended to be
accounted for as a pooling of interests.
ITEM 7. EXHIBITS
Exhibit No. Description
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2.1 Agreement and Plan of Reorganization and Amalgamation, dated
as of December 22, 1997, by and between Digital Microwave
Corporation, South Amalgamation Sub and MAS Technology
Limited incorporated by reference to Appendix A included in
the Joint Proxy Statement/Prospectus forming a part of the
Registrant's Registration Statement on Form S-4 (Form No.
333-45053).
20.1 Press Releases issued by the Registrant on March 23, 1998
and March 24, 1998.
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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 hereunto duly authorized.
DIGITAL MICROWAVE CORPORATION
Date: April 3, 1998 By: /s/ CHARLES D. KISSNER
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Charles D. Kissner
Chairman of the Board and Chief
Executive Officer
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INDEX OF EXHIBITS
Exhibit No. Description
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2.1 Agreement and Plan of Reorganization and Amalgamation, dated
as of December 22, 1997, by and between Digital Microwave
Corporation, South Amalgamation Sub and MAS Technology
Limited incorporated by reference to Appendix A included in
the Joint Proxy Statement/Prospectus forming a part of the
Registrant's Registration Statement on Form S-4 (Form No.
333-45053).
20.1 Press Releases issued by the Registrant on March 23, 1998
and March 24, 1998.
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EXHIBIT 20.1
FINANCIAL COMMUNITY
Sheryl Lewis
(408) 944-1740
PRESS
Jeanne Harper Condren
(408) 944-1817
[email protected]
Nancy Teater
Hamilton Communications
(650) 321-0252
[email protected]
DIGITAL MICROWAVE CORPORATION STOCKHOLDERS APPROVE MERGER
SAN JOSE, CALIF. -- MARCH 23, 1998 -- Digital Microwave Corporation
(Nasdaq:DMIC) announced that at its special meeting today, stockholders have
approved the merger of MAS Technology Limited (Nasdaq:MASSY) such that MAS
Technology will become a wholly owned subsidiary of Digital Microwave. The
shareholders of MAS Technology approved the transaction at a special meeting
held yesterday. The transaction is expected to close this week.
Since the transaction was originally announced on December 22, 1997, the
companies have been working together to develop the organizational structure of
the companies after the reorganization and to plan the steps necessary to
combine operations of the two companies. Implementation of these plans will
begin upon the closing of the transaction and will continue over the next
several months.
Under the terms of the reorganization agreement, 1.2 shares of DMC common
stock will be issued for each ordinary share of MAS Technology outstanding at
the time of the close of the transaction. The reorganization is intended to
qualify as a tax-free reorganization and a pooling-of-interests for accounting
and financial reporting purposes.
"We are extremely pleased to formalize the relationship with MAS Technology
as a subsidiary of Digital Microwave," said Charles D. Kissner, Digital
Microwave Corporation Chairman and Chief Executive Officer. "The merger allows
us to quickly broaden our product line, expand our customer base and geographic
reach, and more closely align our distribution channels for all products. We
look forward to working together to enhance the value of the new, combined
organization and to respond to market demands for new, innovative wireless
connection solutions."
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Headquartered in San Jose, CA, Digital Microwave Corporation 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.
FOR MORE INFORMATION: HTTP://WWW.DMCWAVE.COM
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FINANCIAL COMMUNITY
Sheryl Lewis
(408) 944-1740
PRESS
Jeanne Harper Condren
(408) 944-1817
[email protected]
Nancy Teater
Hamilton Communications
(650) 321-0252
[email protected]
DIGITAL MICROWAVE CORPORATION COMPLETES REORGANIZATION
SAN JOSE, CALIF. -- MARCH 24, 1998 -- Digital Microwave Corporation
(Nasdaq:DMIC) announced that the merger of MAS Technology Limited (Nasdaq:MASSY)
was completed today.
Headquartered in San Jose, CA, Digital Microwave Corporation 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.
FOR MORE INFORMATION: HTTP://WWW.DMCWAVE.COM
