Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: October 18, 1999
(Date of earliest event reported)
Telular Corporation
(Exact name of Registrant as specified in its charter)
0-23212
(Commission File Number)
Delaware 36-3885440
(State or other jurisdiction of (I.R.S. Employer
incorporation) Identification No.)
647 North Lakeview Parkway
Vernon Hills, Illinois
60061
(Address of principal executive offices)
(Zip Code)
(847) 247-9400
(Registrant's telephone number, including area code)
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Item 5. Other Events.
The copy of the press release issued by Telular Corporation on October 18,
1999, announcing the mandatory conversion of Series A Convertible Preferred
Stock and the existence of a disagreement with certain Holders of Series A
Convertible Preferred Stock over the conversion formula, filed as an
exhibit hereto, is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits. The following exhibits are filed herewith:
Index
Number Document Name
------ -------------
99.1 Press Release issued by Telular Corporation on
October 18, 1999.
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.
Telular Corporation
Date: October 21, 1999 By: /s/ Jeffery L. Herrmann
------------------------
Jeffery L. Herrmann
Senior Vice President and
Chief Financial Officer
Exhibit Index
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Sequential
Exhibit Page
Number Document Name Number
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99.1 Press Release dated October 18, 1999 4
EXHIBIT 99.1
AT THE COMPANY:
Jeff Herrmann
Chief Financial Officer
(847) 247-9400 FOR IMMEDIATE RELEASE
TELULAR ANNOUNCES MANDATORY CONVERSION OF PREFERRED STOCK
VERNON HILLS, IL-October 18, 1999-Telular Corporation (Nasdaq: WRLS) today
announced that the 11,350 outstanding shares of its 5% Series A Convertible
Preferred Stock will automatically convert into an aggregate of
approximately 2.1 million shares of common stock today. The preferred stock
converts into common stock at a post-split fixed price of $8.00 per common
share plus accrued dividends paid in the form of approximately 700,000 shares
of common stock valued at the weighted average closing bid price of common
stock for the 30 consecutive days preceding conversion.
Following the conversion of the Series A Preferred Stock into common stock,
Telular will have approximately 11.7 million shares of common stock
outstanding.
The company has received a notice from two holders of preferred stock, NP
Partners and Olympus Securities, Ltd., that they are disputing Telular's
calculation of the number of shares of common stock to which they are
entitled, on the grounds that the conversion price floor contained in the
Certificate of Designations does not apply on the mandatory conversion date.
The company does not agree with this interpretation, and has so indicated to
those holders. Although NP Partners and Olympus Securities have not
indicated the number of additional shares to which they believe they are
entitled, the company has calculated that if the conversion price floor did
not apply, they and the other holders would be entitled to an aggregate of
approximately 3.4 million additional shares.
Telular Corporation is a leader in the design and manufacturing of Fixed
Wireless Terminals. Telular's proprietary telecommunications interface
technology enables standard phone systems, fax, computer modem or monitored
alarm systems to utilize available cellular wireless service for either
primary or back-up communications. Their product lines incorporate the
world's leading cellular standards (GSM, TDMA, CDMA, AMPS) and are marketed
worldwide. Products developed and marketed by Telular include the Phonecell
and Telguard lines. Headquarted in Vernon Hills, Illinois, Telular has
regional sales offices in Atlanta, Miami, Singapore and the United Kingdom.
For furthur company information, visit Telular at http://www.telular.com.
<PAGE>
Source: Telular Corporation
David P. McCauley
Marketing Communications Manager
Phone: 847-573-6215
E-mail: [email protected]
Please be advised that the statements made herein state the Company's or
management's intentions, hopes, beliefs, expectations or predictions of the
future and are forward looking comments. It is important to note that the
company's actual results could differ materially from those projected in
such forward-looking statements. Additional information concerning factors
that could cause actual results to differ materially from those in the
forward-looking statements is contained from time to time in the company's
SEC filings, including but not limited to the company's report on Form 10-K
for the fiscal year ended September 30, 1998. Copies of these filings may
be obtained by contacting the Company or the SEC.
For furthur information regarding Telular Corporation free of charge via
fax, Dial 1-800-PRO-INFO and enter WRLS.
