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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
September 8, 1999
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(Date of Report, Date of Earliest Event Reported)
Applied Digital Access, Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
000-23698 68-0132939
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(Commission File Number) (IRS Employer Identification No.)
9855 Scranton Road, San Diego, California 92121
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(address of principal executive offices) (Zip Code)
(858) 623-2200
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
The information set forth in the press release dated September 8, 1999
attached hereto as EXHIBIT 99.1 is incorporated herein by reference in its
entirety.
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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.
APPLIED DIGITAL ACCESS, INC.
Date: September 9, 1999 By: /s/ Donald L. Strohmeyer
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Donald L. Strohmeyer
President and Chief Executive
Officer
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EXHIBIT INDEX
Exhibit Description
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99.1 Press Release, dated September 8, 1999.
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EXHIBIT 99.1
NEWS RELEASE
Contact: Alice Ducq (301) 353-1560 x 3153 ([email protected]), TTC
Don Strohmeyer, (858) 623-2200, Applied Digital Access
Jim Keefe, (858) 623-2200, Applied Digital Access
Steve Cantor (781) 272-6100 ([email protected]),
Dynatech Corporation
TTC, A DIVISION OF DYNATECH, TO ACQUIRE APPLIED DIGITAL ACCESS
DYNATECH TO PURCHASE ALL OUTSTANDING SHARES OF ADA FOR $80 MILLION
GERMANTOWN, MD AND SAN DIEGO, CA September 8, 1999 -- TTC, a unit of
Dynatech Corporation (OTC-BB: DYNA), and Applied Digital Access, Inc. (NASDAQ:
ADAX), today jointly announced that Dynatech Corporation will acquire, in a cash
tender offer, all outstanding shares of San Diego-based Applied Digital Access
(ADA) for an aggregate of approximately $80 million, or $5.37 per share.
"This acquisition reflects our long-term growth strategy to become the
leading provider of network optimization solutions," said John Peeler, president
and chief executive officer of TTC, which had sales of $239 million in fiscal
1999. "ADA is known as a leading provider of innovative service fulfillment and
service assurance solutions to a segment of our addressed market. By leveraging
ADA systems and software products, as well as the quality of its people, TTC
will be positioned to offer telecommunications service providers worldwide a
complete solution for service management."
Upon completion of the merger, ADA products will be integrated under
the TTC brand.
"By combining with TTC, ADA's portfolio of systems and software
products will find new markets including CLECs and wireless carriers," said Don
Strohmeyer, ADA chief executive officer. "We view this agreement as a win for
all of the parties involved, and for the service provider market as a whole."
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According to Ned Lautenbach, chairman, president and chief executive
officer of Dynatech, "The purchase of ADA is representative of Dynatech's
strategy of maximizing the value of its businesses through a combination of
strong internal investment and, where prudent, selective strategic
acquisitions."
The tender offer is subject to, among other things, the tender of at
least a majority of all the shares outstanding, as well as other customary
conditions including clearance under the Hart-Scott-Rodino Act. Pursuant to the
merger agreement, any shares not purchased in the offer (other than shares as to
which dissenters' rights have been perfected) will be acquired for the same
price in cash, in a second-step merger.
Dynatech Corporation (OTC-BB: DYNA) is a global communications
equipment company focused on network technology solutions. Its products address
communications test, industrial computing and communications, and visual
communications applications. Headquartered in Burlington, Massachusetts,
Dynatech sells its products worldwide through subsidiaries located throughout
the Americas, Europe and Asia.
Applied Digital Access, Inc. (NASDAQ: ADAX) is a leading provider of
innovative telecommunications service fulfillment and service assurance
solutions. These solutions enable telecommunications service providers to
improve network operations performance, proactively manage the quality of
service, increase productivity, and lower operating expenses. The company is
headquartered in San Diego, California.
TTC, a unit of Dynatech Corporation, designs and markets network
analyzers, systems and software, and provides consulting services and technical
training that enable optimized network performance. Known for its T-BERD and
FIREBERD analyzers, TPI handheld instruments, CENTEST centralized test systems
and the NetAnalyst Test Operations Support System, TTC customers include
telecommunications service providers, enterprises and governments worldwide.
TTC is based in Germantown, Md. TTC, T-BERD, FIREBERD and CENTEST are registered
trademarks of TTC.
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NOTE: THIS PRESS RELEASE MAY CONTAIN FORWARD-LOOKING STATEMENTS WITHIN THE
MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION
21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, WHICH REFLECT THE
COMPANY'S CURRENT JUDGMENT ON CERTAIN ISSUES. BECAUSE SUCH STATEMENTS APPLY TO
FUTURE EVENTS, THEY ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE
ACTUAL RESULTS TO DIFFER MATERIALLY. IMPORTANT FACTORS THAT COULD CAUSE ACTUAL
RESULTS TO DIFFER MATERIALLY ARE DESCRIBED IN THE COMPANY'S REPORTS ON FORM 10-K
AND 10-Q ON FILE WITH THE SECURITIES AND EXCHANGE COMMISSION.
