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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): July 6, 1999
DIALOGIC CORPORATION
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(Exact name of registrant as specified in its charter)
New Jersey 33-59598 22-2476114
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
1515 Route 10, Parsippany, New Jersey 07054
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
Including area code: (973) 993-3000
This Current Report contains 2 pages.
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Item 1. Changes in Control of Registrant.
On July 6, 1999, Intel Corporation ("Intel") and Intel LMH Acquisition
Corporation ("Acquisition"), its wholly-owned subsidiary, completed a cash
tender offer for the common stock of Dialogic Corporation (the "Company").
Approximately 16.5 million shares, or 94% of the Company's outstanding shares
were tendered and accepted by Acquisition. Pursuant to the Agreement and Plan of
Merger dated May 31, 1999 among the Company, Intel and Acquisition, Intel will
complete the acquisition of the remaining shares of Dialogic by merging
Acquisition into Dialogic, with the remaining Dialogic shareholders receiving
the same $44 per share consideration as was paid by Acquisition in the tender
offer. Intel has disclosed that its source of funds for the acquisition was
working capital.
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.
DIALOGIC CORPORATION
By: /s/ Theodore M. Weitz
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Theodore M. Weitz
Vice President, General Counsel
and Secretary
Dated: July 8, 1999
