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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): December 14, 1999
Newbridge Networks Corporation
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(Exact Name of Registrant as Specified in Charter)
Canada 001-13316 98-0077506
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
600 March Road, Kanata, Ontario, Canada K2K 2E6
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (613) 591-3600
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N/A
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition Assets.
On November 10, 1999, Newbridge Networks Corporation, a Canadian
corporation (the "Registrant"), Stanford Telecommunications, Inc., a Delaware
corporation ("Stanford Telecom"), and Saturn Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of the Registrant ("Merger Sub"),
entered into an Amended and Restated Agreement and Plan of Merger (the "Merger
Agreement"). Pursuant to the terms of the Merger Agreement, on December 14,
1999 the Merger Sub merged with and into Stanford Telecom, the separate
existence of the Merger Sub ceased, and Stanford Telecom became a wholly-owned
subsidiary of the Registrant. In connection with the merger, each share of
Stanford Telecom common stock issued and outstanding prior to the effective time
of the merger was automatically converted into the right to receive in cash,
without interest, an amount equal to U.S. $34.22.
The Registrant purchased the Stanford Telecom shares with its available
cash reserves and a daylight loan facility through the Royal Bank of Canada.
The loan was repaid on December 15, 1999.
The merger is more fully described in the press release filed herewith
as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statement of Business Acquired.
The financial statements of the business acquired are not being
filed with this Report. Such financial statements, if required,
will be filed within 60 days after the date this Report is filed
with the Securities and Exchange Commission (the "Commission").
(b) Pro Forma Financial Information.
The pro forma financial information is not being filed with this
Report. Such financial statements, if required, will be filed
within 60 days after the date this Report is filed with the
Commission.
(c) Exhibits
2.1 Amended and Restated Agreement and Plan of Merger, dated as of
June 22, 1999, as amended as of August 20, 1999 and amended and
restated as of November 10, 1999, by and among Stanford Telecom,
the Registrant and Merger Sub (Incorporated herein by reference to
Registrant's Current Report on Form 8-K filed on November 18,
1999)
99.1 Joint Press Release issued by the Registrant and Stanford Telecom
on December 15, 1999
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SIGNATURE
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.
Newbridge Networks Corporation
Dated: December 17, 1999 By: /s/ Peter Nadeau
Title: Corporate Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
Exhibit Description
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2.1 Amended and Restated Agreement and Plan of Merger, dated as of June
22, 1999, amended as of August 20,1999 and amended and restated as of
November 10, 1999, by and among the Registrant, Stanford Telecom and
Merger Sub (Incorporated herein by reference to Registrant's Current
Report on Form 8-K filed on November 18, 1999)
99.1 Joint Press Release issued by the Registrant and Stanford Telecom on
December 15, 1999
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Exhibit 99.1
Newbridge Networks Completes Acquisition of Stanford Telecommunications
Sunnyvale, Calif., December 15, 1999 -- Newbridge Networks (NYSE:NN; TSE:NNC)
today announced completion of the acquisition of Stanford Telecommunications
(Nasdaq: STII), a leading supplier of key broadband wireless technology and
products. The acquisition substantially expands the Newbridge addressable market
and greatly enhances the Company's ability to deliver comprehensive solutions
that address the exploding market for broadband wireless communications.
Shareholders of Stanford Telecom granted final approval to the merger on
December 13, 1999, resulting in the acquisition closing on December 14, 1999.
Under the agreement, Newbridge will pay Stanford Telecom stockholders U.S.
$34.22 for each common share of Stanford Telecom. Newbridge will use its
existing cash balance to finalize the transaction. After proceeds from the
divestiture of unrelated businesses, the acquisition is expected to have a net
cost to Newbridge of approximately U.S. $240 million. The transaction will be
accounted for under the purchase method of accounting.
"With Stanford Telecom's industry leading high speed TDMA technology folded into
the Newbridge portfolio, we will deliver more valuable solutions to reinforce
our lead in the broadband wireless market," said Pearse Flynn, president and
chief operating officer Newbridge Networks. "The powerful combination of
Stanford Telecom and Newbridge further strengthens our leadership position in
the exploding global market for broadband wireless."
Newbridge will retain the Wireless Broadband Products (WBP) and Satellite
Personal Communications (SPC) groups of Stanford Telecom. The Newbridge wireless
development team in Sunnyvale forms a key element of the Newbridge center of
excellence for broadband wireless technologies, including the development of
multiple access wireless modems and highly integrated subscriber units.
Newbridge Networks designs, manufactures, markets and services wide area
networking solutions for Internet service providers; local, long-distance, and
wireless communications companies; cable television carriers; and enterprise
customers in more than 100 countries. The company leverages its relationship
with Newbridge Affiliate companies and strategic alliances with numerous other
networking companies to deliver complete, end-to-end solutions. Newbridge
customers include the world's 350 largest telecommunications service providers
and more than 10,000 corporations, government organizations and other
institutions. Founded in 1986, the Company employs more than 6,000 people on six
continents.
News and information are available at www.newbridge.com.
For more information, contact Corporate Communications.
Newbridge and logo are registered trademarks of Newbridge Networks Corporation.
