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
Date of Report (date of earliest event reported): March 2, 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
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Item 5. Other Events
On March 2, 1999, Dialogic Corporation ("Dialogic") and Microsoft
Corporation ("Microsoft") announced that they have entered into a strategic
alliance relating to Dialogic's CT server initiative and Dialogic's CT Media for
Windows NT middleware product.
Under the terms of a license and development agreement, Microsoft will
become a nonexclusive licensee of Dialogic's CT Media for Windows NT middleware
product. Dialogic will enter into development activities for Microsoft to create
specific applications in the telephony space which will be owned by Microsoft
and to provide other support and development services. Under the license and
development agreement, Microsoft's payments to Dialogic over the next four years
are expected to be $20 million for the initial licenses for CT Media for Windows
NT, the development services and certain support. Microsoft and Dialogic have
agreed to work jointly to assure a single code base for CT Media in the future.
Microsoft's license to CT Media is subject to certain contractual limitations,
and Dialogic will continue to own and remains free to license CT Media.
In a separate transaction, also occurring March 2, 1999, Microsoft
agreed, for an aggregate purchase price of $24.2 million, to acquire 860,681
newly issued shares of Dialogic common stock and a warrant entitling Microsoft
to purchase 279,869 shares of Dialogic common stock. The warrant has a term of
four years and is exercisable at a price of $35.19 per share. Both the issued
shares and the shares resulting from the exercise of the warrant are subject to
a lockup period beginning on the transaction date. During the first year of the
lockup period, Microsoft may sell none of the shares, and may only sell 50% of
the shares in the second year of the lockup period. Thereafter all shares may be
freely sold. On March 2, 1999, Dialogic issued the shares and warrant to
Microsoft.
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Microsoft, Windows and Windows NT are either registered trademarks or trademarks
of Microsoft Corp. in the United States and/or other countries. Dialogic and the
Dialogic logo are registered trademarks of Dialogic Corporation. Other product
and company names herein may be trademarks of their respective owners.
Statements expressing the beliefs and expectations of management regarding
future performance and events (including expectation of Microsoft's payments
under the license and development agreement) are forward-looking statements
under the Private Securities Litigation Reform Act of 1995 and involve risks and
uncertainties. These risks are detailed from time to time in Dialogic's filings
with the Securities and Exchange Commission, including Dialogic's Form 10-K for
the year ended Dec. 31, 1997, and its Form 10-Qs filed since December 31, 1997.
Actual results may differ from those expressed or implied in the forward-looking
statements.
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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.
DIALOGIC CORPORATION
By: /s/ Theodore M. Weitz
Theodore M. Weitz
Vice President, General Counsel and Secretary
Dated: March 19, 1999
