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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
Date of Report (Date of Earliest Event Reported) June 29, 2000
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
NOT APPLICABLE
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(Former Name, Former Address and Formal Fiscal Year,
If Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
AMENDMENT TO MERGER AGREEMENT. On June 9, 2000, Centigram
Communications Corporation ("Centigram") and ADC Telecommunications, Inc.
("ADC") entered into an Agreement and Plan of Merger (the "Agreement"), setting
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.
On June 29, 2000, Centigram and ADC amended the Agreement (the
"Amendment"). The Amendment confirms the parties' intent that only the amount in
excess of $10 million paid to settle the Credit Bancorp treasury share matter,
plus related pre-closing out-of-pocket expenses in excess of $500,000 incurred
by Centigram and all related post-closing out-of-pocket expenses, would reduce
the merger purchase price, even if the Credit Bancorp treasury share matter is
not fully resolved as of the closing, so long as the recovery is made under the
terms of Centigram's agreement with the Credit Bancorp receiver.
DATE OF SPECIAL MEETING OF STOCKHOLDERS. On June 30, 2000 Centigram
filed with the Securities and Exchange Commission a definitive proxy statement
relating to the special meeting of Centigram stockholders to consider and
approve the acquisition of Centigram by ADC pursuant to the Agreement, as
amended by the Amendment. The special meeting will be held on July 26, 2000 at
Centigram's principal office located at 91 East Tasman Drive, San Jose,
California 95134 at 9:00 a.m., local time.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) and (b) not applicable.
(c) Exhibits.
2.1 First Amendment to Agreement and Plan of Merger, dated
June 29, 2000, by and among Centigram Communications Corporation, ADC
Telecommunications, Inc. and Poundstone Acquisition Corp.
99.1 Press Release issued by Centigram Communications
Corporation dated June 30, 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 30, 2000 By: /s/ Thomas E. Brunton
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Thomas E. Brunton
Senior Vice President and
Chief Financial Officer
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