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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DECEMBER 7, 1999
Date of report (Date of earliest event reported)
TELIDENT, INC.
(Exact Name of Registrant as Specified in Charter)
MINNESOTA 0-20887 41-1533060
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
TEN SECOND STREET N.E., SUITE 212
MINNEAPOLIS, MINNESOTA 55413
(Address of Principal Executive Offices, including Zip Code)
(612) 623-0911
(Registrant's Telephone Number, including Area Code)
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ITEM 5 OTHER EVENTS
Reference is made to the press release issued to the public by the
registrant on December 7, 1999, and attached hereto as an exhibit,
relating to the proposed acquisition by Teltronics, Inc. of the assets
of Telident, Inc. Completion of the transaction is subject to various
conditions, including approval of Teltronics' board and lenders,
completion of due diligence by both parties, entry into a definitive
purchase agreement, approval of Telident's shareholders and customary
closing conditions.
Reference is made to the press release issued to the public by the
registrant on December 7, 1999, and attached hereto as an exhibit,
relating to Telident's receipt of notification from the Nasdaq Stock
Market that it does not currently meet the minimum bid price
requirement for continued listing on the Nasdaq SmallCap Market.
ITEM 7 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
99.1 Press release dated December 7, 1999.
99.2 Press release dated December 7, 1999.
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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 on December 7, 1999.
TELIDENT, INC.
By: /s/ Bruce H. Senske
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Bruce H. Senske
Interim Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
99.1 Press release dated December 7, 1999.
99.2 Press release dated December 7, 1999.
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EXHIBIT 99.1
TELTRONICS PROPOSES TO ACQUIRE TELIDENT
SARASOTA, Fla., Dec. 7 -- Teltronics, Inc. (Nasdaq: TELT) and Telident,
Inc. of Minneapolis, Minn. (Nasdaq: TLDT) announced today that they have entered
into a letter of intent in which Teltronics proposes to acquire all of
Telident's assets, for 637,500 shares of Teltronics common stock. Under the
proposed transaction, Teltronics also would assume certain liabilities and
contractual obligations of Telident with regard to the business being acquired.
The Teltronics shares will be distributed to Telident shareholders
after Telident's convertible preferred stock is converted to common stock, and
after the closing of the transaction which is anticipated to occur during the
first quarter of 2000. Completion of this transaction is subject to a number of
customary closing conditions, including approval of the Teltronics' board and
lenders, completion of due diligence by both parties, entry into a definitive
purchase agreement, and approval of Telident's shareholders.
Teltronics, which reported revenues of over $27 million in 1998, and
revenues of $24 million in the first nine months of 1999, was recently named one
of the top 500 companies in the telecom industry by Telecom Business (TM)
magazine. The Company provides electronics equipment and software to enhance the
performance of telecommunications networks, as well as telephone switching
systems and software for businesses, government agencies, and 9-1-1 public
safety communications centers.
Telident, which reported revenues of $2.7 million for fiscal year 1999
and revenues of $434,000 in the first quarter of fiscal year 2000, manufactures
hardware and software systems for providing the exact location of a 9-1-1
telephone call within a private branch exchange (PBX) system to emergency
dispatchers. After the acquisition, Telident will continue its Minneapolis-based
operations as a division of Teltronics.
"Telident's 9-1-1 technology is a perfect compliment to our 9-1-1
business," said Ewen Cameron, President and Chief Executive Officer of
Teltronics. "We believe there is potential for growth in leveraging Telident
9-1-1 technology into our core market."
Mark W. Sheffert, Chairman of Telident, commented, "Teltronics'
acquisition of Telident gives us better opportunities for growth in our current
niche market. We believe Telident's shareholders, employees, and customers will
realize a greater benefit by joining a larger, more diversified telecom company
that is a recognized leader in the telecommunications industry."
Teltronics, Inc. is dedicated to excellence in the design, development,
and assembly of electronics equipment and software to enhance the performance of
telecommunications networks. The Company manufactures telephone switching
systems and software for small-to-large size businesses, government, and 911
public safety communications centers. Teltronics provides remote maintenance
hardware and software solutions to help large organizations and regional
telephone companies effectively monitor and maintain their telecommunications
systems. The Company also serves as an electronic contract manufacturing partner
to customers in the U.S. Interactive Solutions, Inc., a subsidiary of
Teltronics, Inc., designs and markets technologically advanced, voice-activated,
multimedia computing solutions and high resolution LCD display technologies.
Teltronics' common stock trades on The Nasdaq SmallCap Market tier of The Nasdaq
Stock Market under the symbol "TELT". For further information regarding
Teltronics please view their web site at http://www.teltronics.com.
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Based in Minneapolis, Minn., Telident, Inc. designs, manufactures and
markets proprietary hardware and software systems for providing the exact
location of a 9-1-1 telephone call within a private branch exchange (PBX) system
to emergency dispatchers, thus improving response times and enhancing safety.
A number of statements contained in this press release are
forward-looking statements which are made pursuant to the Safe Harbor provisions
of the Private Securities Litigation Reform Act of 1995. These forward-looking
statements involve the acquisition of Telident by Teltronics and are subject to
a number of conditions and uncertainties, including approval by Teltronics'
board, entry into a definitive purchase agreement, and approval by Telident's
shareholders.
EXHIBIT 99.2
TELIDENT ANNOUNCES NASDAQ LISTING STATUS
MINNEAPOLIS, Dec. 7 -- Telident, Inc. (Nasdaq: TLDT) announced today
that is has been notified by the Nasdaq Stock Market that is does not currently
meet the minimum bid price requirement for continued listing on the Nasdaq
SmallCap Market, and that it has until February 17, 2000 to regain compliance.
Telident's common stock has failed to maintain a minimum bid price greater than
or equal to $1.00 for 30 consecutive trading days, which is Nasdaq's
requirement.
In a separate announcement released today, Telident announced that it
has entered into a letter of intent with Teltronics, Inc. (Nasdaq: TELT) in
which Teltronics proposes to acquire all of Telident's assets, subject to the
conditions described in the separate announcement. It is the company's intent to
take reasonable actions to retain its Nasdaq listing, should the Teltronics
transaction not occur.
Based in Minneapolis, Minn., Telident, Inc., http://www.telident.com,
designs, manufactures, and markets proprietary hardware and software systems for
providing the exact location of a 9-1-1 telephone call within a private branch
exchange system to emergency dispatchers, thus improving response times and
enhancing safety.
