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EXHIBIT 5.1 TO SCC COMMUNICATIONS CORP. FORM 8-K FILED OCTOBER 17, 2000
SCC COMMUNICATIONS SIGNS DEFINITIVE AGREEMENT
TO ACQUIRE LUCENT PUBLIC SAFETY SYSTEMS
Company Will Focus on Developing the Next Generation of Emergency Telephony
To Meet Growing Needs of a Rapidly Changing Market
BOULDER, CO - October 17, 2000 - SCC Communications Corp. (Nasdaq: SCCX), a
leader in enhanced emergency communications services, and Lucent Public Safety
Systems today announced a definitive agreement under which SCC will acquire
Lucent Public Safety Systems (LPSS), an internal venture of Lucent Technologies
and a leading provider of 9-1-1 support hardware and software to the
telecommunications market. SCC will issue approximately 6.1 million shares of
common stock in the acquisition.
Based on the closing price of SCC common stock Friday, Oct. 13, the value of the
transaction is approximately $40 million. As a result of the acquisition, Lucent
will own approximately 35 percent of the common stock of SCC, which will
continue to be headquartered in Boulder, Colorado. The transaction will not
change the product and service choices between SCC and LPSS, and their
respective customers. With the acquisition, however, SCC will integrate the
management, expertise and technology of the two entities.
"Today SCC and LPSS provide unique products to different customer bases. Both
have been pioneers in providing quality emergency-telecommunications products
and services. The acquisition will combine our strengths and create a technology
leader that will be better able to fill gaps in the delivery of emergency
telephony," said George Heinrichs, CEO of SCC.
"The emergence of new and portable communications devices has created an urgent
need to improve methods and protocols in order to maintain the high level of
service Americans have come to expect from their emergency telephony providers,"
Heinrichs continued. "This acquisition will provide us with a national footprint
that will allow us to offer a broader range of products and services for all
telecommunications technologies.
"Further, as SCC continues to focus on the business of emergency
telecommunications, this acquisition will give us additional technological
expertise and resources to develop systems that ensure fast, quality responses
to emergency calls from any communications device anywhere. We believe this will
help create the foundation needed to open the 9-1-1 system to new entrants with
new technology and speed the delivery of these new products and services to the
market."
Bob Oliver, CEO of Lucent Public Safety Systems, added, "Given the magnitude of
the communications challenges facing our public-safety service providers, we
believe this transaction to be an important step towards designing, deploying
and serving a 9-1-1 network for the future. We are excited about joining an
industry leader like SCC. Together, SCC and Lucent Public Safety Systems will
work on developing a generation of 9-1-1 that reaches more people in more
locations, on a timely and accurate basis."
SCC anticipates that the acquisition will be accretive to earnings in the second
half of 2001. The transaction is subject to the approval of the stockholders of
SCC, to regulatory approval and to other customary closing conditions. If
approvals are obtained and other closing conditions
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satisfied, the transaction is expected to be completed in December, 2000. After
the acquisition, SCC expects to have approximately 17.5 million shares
outstanding, including approximately 6.1 million newly issued shares that will
be held by Lucent and an affiliate.
SCC has about 460 employees nationwide. SCC will retain a suburban Chicago
location, where LPSS employs about 100 people. At this time, SCC has no plans
for reductions in staff. The acquisition will likely generate new positions as
the company moves forward in its development efforts.
SCC has provided public safety data-management products and services for 21
years, and has developed data management technology for new telecommunications
devices such as wireless telephony and Private Branch Exchanges (PBX). SCC
manages more than 95 million 9-1-1 records for incumbent local exchange
carriers, competitive local exchange carriers, integrated communications
carriers, wireless carriers and state and local governments. The company had
1999 revenue of $32.6 million, and revenue in the first half of 2000 of $19.9
million.
LPSS provides 9-1-1 supporting hardware and software technology, including the
award-winning Palladium(TM) call center and data-management products. A number
of leading telecommunications companies manage their 9-1-1 infrastructure with
LPSS's hardware and software systems. In addition, LPSS products are used by
public safety call centers across the nation to receive and respond to wireline
and wireless E9-1-1 calls. As with other companies that sell hardware and
software licenses and systems, revenues of LPSS are variable - a combination of
monthly recurring revenues and one-time sales of very large systems.
Lucent's computer aided dispatch and records management system products are not
included in the scope of the acquisition. These products will continue to be
supported by 911 Data Systems, another unit of Lucent Technologies.
A Webcast will be held at 2:30pm MT today, October 17, 2000. To view the
Webcast click the link on the SCC Web site at www.scc911.com
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About SCC Communications
SCC Communications, Corp. is the largest provider of 9-1-1 data management
services to incumbent local exchange carriers (ILECs), competitive local
exchange carriers (CLECs), integrated communications providers (ICPs) and
wireless carriers in the United States. SCC currently manages the records for
approximately 93.5 million wireline telephone subscribers, including 4.1 million
CLEC subscribers, and more than 1.6 million revenue-generating wireless
subscribers. The company also develops innovative, value-added information
technology systems, software products and services for the location-based
services market. To receive SCC press releases and company updates via e-mail,
please register at the company's Web site: http://www.scc911.com.
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About Lucent Public Safety Systems
Lucent Public Safety Systems, an internal venture of Lucent Technologies, is
headquartered in Lisle, Illinois. LPSS designs, builds and delivers a wide
range of public safety communications systems and software, including database
management systems, selective routing systems, public safety call center
software and mapping applications and services. More than 100 million telephone
subscribers are currently served by telephone carriers using LPSS database
management and selective routing systems.
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Proxy Solicitations
SCC will file a proxy statement with the Securities and Exchange Commission in
connection with the acquisition. Investors are advised to read the proxy
statement when it becomes available because it will contain important
information. Investors may obtain a free copy of the proxy statement (when
available) and other documents filed by SCC with the SEC at the SEC's Web site
(http://www.sec.gov). Free copies of the proxy statement (when available) and
SCC's other filings with the SEC may also be obtained from SCC by contacting
Michael Dingman, Jr. CFO of SCC.
The directors and executive officers of SCC may solicit proxies in person or by
mail, telephone or telegraph. In addition, SCC may retain the services of a
proxy solicitation firm to assist in the solicitation. Information regarding
the identity of the persons who may, under the Securities and Exchange
Commission's rules, be deemed to be participants in the solicitation of proxies
from the stockholders of SCC in connection with the acquisition, and their
interests in the solicitation (including holdings of SCC common stock), will be
set forth in the proxy statement in connection with the acquisition. Certain
information regarding the stockholdings of directors and executive officers of
SCC is contained in the proxy statement delivered by SCC in connection with its
1999 annual meeting of stockholders, a copy of which may be obtained at the
SEC's Web site or by Michael Dingman, Jr. CFO of SCC.
Safe Harbor Statement
The matters discussed in the second through eighth paragraphs of this press
release include forward-looking statements that involve a number of risks and
uncertainties. Actual results may vary significantly from SCC's expectations
based on a number of factors, including (1) lengthy sales cycles associated with
SCC's and LPSS's services and products, (2) reliance by SCC and LPSS on large
contracts from a limited number of significant customers, (3) potential
difficulties in integrating the personnel and operations of the two companies,
(4) continuing rapid change in the telecommunications market that may affect
LPSS and SCC and its customers, (5) continuing demand for SCC's and LPSS's
services and products, (6) market acceptance of new products and services
introduced by SCC and LPSS, (7) SCC's and LPSS's ability to accurately predict
its costs related to new products, and (8) additional factors described in SCC's
Form 10-Q for the quarter ended June 30, 2000.
