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UNITED STATES
Securities and Exchange Commission
Washington, DC 25049
FORM 10-C
Report by issuer of securities quoted on The Nasdaq Stock
Market (SM), filed pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 and Rule 13a-17 or 15d-17 thereunder.
Brightpoint, Inc.
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(Exact name of issuer as specified in charter)
6402 Corporate Drive, Indianapolis, Indiana 46278
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(Address of principal executive offices)
(317) 297-6100
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Issuer's telephone number, including area code
I. CHANGE IN NUMBER OF SHARES OUTSTANDING
Indicate any change (increase or decrease) of five percent or more in the
number of shares outstanding:
1. Title of security Common Stock
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2. Number of shares outstanding before the change 8,589,143
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3. Number of shares outstanding after the change 10,614,143
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4. Effective date of change May 29, 1996
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5. Method of change:
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Specify method (such as merger, acquisition, distribution, stock split,
reverse split, acquisition of stock for treasury, etc.) Merger
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Give brief description of transaction See attached Exhibit A
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II. CHANGE IN NAME OF ISSUER
1. Name prior to change NOT APPLICABLE
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2. Name after change
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3. Effective date of charter amendment changing name
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4. Date of shareholder approval of change, if required
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Date June 7, 1996 /s/ J. Mark Howell
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(Officer's signature & title)
Name: J. Mark Howell
Title: Executive Vice President
(C) June 1994, The Nasdaq Stock Market, Inc. All rights reserved. Nasdaq is a
registered service mark of The Nasdaq Stock Market, Inc. The Nasdaq Stock Market
is a service mark of The Nasdaq Stock Market, Inc.
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EXHIBIT A
On June 7, 1996 (the "Closing,"), the Company consummated the merger
contemplated by the Agreement and Plan of Merger, as amended on April 29, 1996
(the "Merger Agreement"), by and among the Company, Brightpoint Acquisition,
Inc., a wholly-owned subsidiary of the Company (the "Subsidiary"), Allied
Communications, Inc., Allied Communications of Florida, Inc., Allied
Communications of Georgia, Inc., Allied Communications of Illinois, Inc., Allied
Communications of Puerto Rico, Inc. (collectively, the "Allied Companies"),
Robert Picow and Joseph Forer (together, the "Allied Stockholders"). The Allied
Companies were merged with and into the Subsidiary and all of the outstanding
shares of common stock of each of the Allied Companies were converted into an
aggregate of 2,025,000 shares (the "Allied Stockholders' Shares") of Common
Stock of the Company (the "Merger"). Messrs. Picow and Forer received 1,741,500
shares and 283,500 shares, respectively, of the Company's Common Stock,
representing approximately 16.4% and 2.7%, respectively, of the shares
outstanding. The Allied Companies distribute wireless communications products
throughout the United States and Latin America.
Simultaneous with the Closing, (i) Robert Picow was elected as the Vice
Chairman and a director of the Company to serve for a term of three years in the
same class of directors as Robert J. Laikin, Chairman of the Board, President
and Chief Executive Officer of the Company, and Joseph Forer was elected as a
director of the company to serve for a term of two years in the same class of
directors as J. Mark Howell, Executive Vice President, Chief Operating Officer
and Chief Financial Officer of the Company; and (ii) the Company entered into
three-year Employment Agreements with each of Messrs. Forer and Picow; and (iii)
the Company entered into Registration Rights Agreements with each of the Allied
Stockholders pursuant to which the Company has agreed that for a period of
eighteen months, commencing six months following the Closing, at the request of
the Allied Stockholders, it will register 750,000 shares of the Allied
Stockholders' Shares under the Act. The Allied Stockholders have requested such
registration.
The source of the consideration paid in the Merger was authorized but
unissued shares of common stock of the Company.
The amount of consideration paid by the Company in the Merger was
determined by negotiations with the Allied Stockholders and its representatives.
