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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
COMMISSION FILE NUMBER 0-19558
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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) JUNE 09, 2000
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CENTIGRAM COMMUNICATIONS CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 94-2418021
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
91 EAST TASMAN DR., SAN JOSE, CALIFORNIA, 95134
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) (408) 944-0250
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NOT APPLICABLE
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(FORMER NAME, FORMER ADDRESS AND FORMAL FISCAL YEAR,
IF CHANGED SINCE LAST REPORT)
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ITEM 1. Changes in Control of Registrant.
On June 9, 2000, Centigram Communications Corporation ("Centigram") and
ADC Telecommunications, Inc. ("ADC") announced they have entered into an
Agreement and Plan of Merger, dated June 9, 2000 (the "Agreement"). The
Agreement sets forth the terms and conditions of the proposed merger of a
wholly-owned subsidiary of ADC with and into Centigram (the "Merger"). Upon
consummation of the proposed Merger, Centigram will become a wholly-owned
subsidiary of ADC. ADC will pay cash for all Centigram shares outstanding as of
the closing, and will assume Centigram stock options that are outstanding as of
the closing for a total purchase price of approximately $200,000,000. The per
share price consideration to be received by the Centigram stockholders will be
determined as of the closing based on the number of outstanding Centigram shares
and options on that date. A portion of the cash consideration will be placed in
escrow if at the closing Centigram has not recovered certain of its treasury
shares from the receiver for Credit Bancorp, Ltd. or if the court's order
approving Centigram's agreement with the receiver for the return of its treasury
shares has been appealed or the period in which an appeal of such order may be
taken has not expired.
Consummation of the Merger is subject to a number of conditions,
including the approval of the Agreement and the Merger by the stockholders of
Centigram, compliance with all applicable provisions of the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 and the expiration or termination of all
applicable waiting periods thereunder, and certain other customary conditions.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) and (b) not applicable.
(c) Exhibits.
2.1 Agreement and Plan of Merger by and among Centigram
Communications Corporation, ADC Telecommunications, Inc. and Poundstone
Acquisition Corp., dated June 9, 2000.
99.1 Press Release issued by ADC Telecommunications, Inc.
dated June 9, 2000.
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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.
CENTIGRAM COMMUNICATIONS CORPORATION
Date: June 13, 2000 By: /s/ Thomas E. Brunton
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Thomas E. Brunton
Senior Vice President and
Chief Financial Officer
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