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 (Date of earliest event reported) August 6,1996
ULTRADATA SYSTEMS, INCORPORATED
(Exact name of Registrant as Specified in its Charter)
Delaware 0-25380 43-1401158
(State of Incorporation) (Commission File (IRS Employer
Number) Identification No.)
9375 Dielman Industrial Drive, St. Louis, Missouri 63132
(Address of principal executive offices)
(314) 997-2250
Registrant's Telephone Number
Item 6. CALL FOR REDEMPTION OF CLASS A WARRANTS.
On August 6, 199 Ultradata Systems, Incorporated (the "Company") issued a
notice to the holders of the Company's Redeemable Class A Warrants for Common
Stock ("Class A Warrants"), exercising the Company's right, pursuant to the
Warrant Agreement dated as of February 7, 1995 between the Company and
American Stock Transfer & Trust Company as Warrant Agent
(the "Warrant Agent"), to redeem on September 6, 1996 (the "Redemption Date")
all of the Company's then outstanding Class A Warrants.
Each Class A Warrant entitles the registered holder thereof to purchase one
share of the Company's Common Stock, $.01 par value ("Common Stock") at a
price of $6.00 per share.
Terms of Redemption
Redemption Date - September 6, 1996
Redemption Price - $.05 per Class A Warrant
Cessation of Right to Exercise
and Other Rights of Warrant Holders
The rights of holders to exercise their Class A Warrants will terminate at
5:00 P.M. New York time on September 5, 1996. Thereafter, holders of Class A
Warrants will have no rights except to receive, upon surrender of the Class A
Warrant certificate, the Redemption Price.
Redemption Procedure
Payment of the amount to be received on redemption will be made by the
Company upon the presentation and surrender of the Class A Warrants for
payment at any time after the Redemption Date. To surrender Class A Warrants
for redemption, Warrant holders should deliver certificates representing the
Class A Warrants to the Warrant Agent at the following address:
American Stock Transfer & Trust Company
40 Wall Street, 46th Floor
New York, New York 10005
EXHIBITS
1. Notice of Redemption of Class A Warrants.
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.
ULTRADATA SYSTEMS, INCORPORATED
Dated: August 6, 1996 By:___________________________
Monte Ross
Chief Executive Officer
ULTRADATA SYSTEMS, INCORPORATED
REDEEMABLE CLASS A WARRANTS FOR COMMON STOCK
NOTICE OF REDEMPTION
Ultradata Systems, Incorporated (the "Company") hereby exercises its right,
pursuant to the Warrant Agreement dated as of February 7, 1995 between the
Company and American Stock Transfer & Trust Company as Warrant Agent (the
"Warrant Agent"), to redeem on September 6, 1996 (the "Redemption Date") all
of the Company's then outstanding Redeemable Class A Warrants for Common
Stock ("Class A Warrants").
Each Class A Warrant entitles the registered holder thereof to purchase one
share of the Company's Common Stock, $.01 par value ("Common Stock") at a
price of $6.00 per share.
Terms of Redemption
Redemption Date - September 6, 1996
Redemption Price - $.05 per Class A Warrant
Cessation of Right to Exercise
and Other Rights of Warrant Holders
The rights of holders to exercise their Class A Warrants will terminate at
5:00 P.M. New York time on September 5, 1996. Thereafter, holders of Class A
Warrants will have no rights except to receive, upon surrender of the Class A
Warrant certificate, the Redemption Price. As of the date of this Notice of
Redemption, the Redemption Price is less than the price that could be
obtained upon the sale of the Class A Warrants in the open market.
Redemption Procedure
Payment of the amount to be received on redemption will be made by the
Company upon the presentation and surrender of the Class A Warrants for
payment at any time after the Redemption Date. To surrender Class A Warrants
for redemption, Warrant holders should deliver certificates representing the
Class A Warrants to the Warrant Agent at the following address:
American Stock Transfer & Trust Company
40 Wall Street, 46th Floor
New York, New York 10005
Exercise Rights
Each Class A Warrant entitles the registered holder to purchase one share
of Common Stock at $6.00 per share. The closing price of the Common Stock on
August 5, 1996, as reported on the NASDAQ National Market System, was $9 1/16.
In lieu of surrendering Class A Warrants for redemption, Warrant holders
may, at their option, exercise their Class A Warrants. However, after 5:00
P.M. New York time on September 5, 1996, the Class A Warrants will no longer
be exercisable.
Exercise Procedure
The Class A Warrants may be exercised by delivery of the Class A Warrant
certificate to the Warrant Agent at the address set forth above on or before
5:00 New York time on September 5, 1996. The Class A Warrant certificate so
delivered must be accompanied by cash or by official bank or certified check
made payable to "Ultradata Systems, Incorporated" for the full amount of the
exercise price ($6.00 per share). The Subscription Form on the reverse side
of each Class A Warrant certificate must be completed in full and signed by the
registered holder. If the holder is requesting that the shares to which s/he
is entitled be issued in the name of, or delivered to, a third party, the
holder's signature must be guaranteed by an eligible guarantor institution
(bank, stock brokerage firm, savings and loan association or credit union
with membership in an approved signature guarantee Medallion Program)
pursuant to SEC Rule 17Ad-15.
Warrant Agent
American Stock Transfer & Trust Company ("AST&T") is the Company's Warrant
Agent and will be available to assist Warrant holders requesting information
or to respond to questions as to the procedure for exercise. Warrant holders
may contact AST&T shareholder services at (718) 921-8200.
Each Class A warrant will be deemed exercised on the date upon which the
certificate with the Subscription Form fully completed (and with signature
guaranteed, if required) and the exercise price are received by the Warrant
Agent.
ANY CLASS A WARRANT CERTIFICATE WHICH IS NOT ACCOMPANIED BY PAYMENT OF THE
EXERCISE PRICE OR WHICH IS RECEIVED WITHOUT THE SUBSCRIPTION FORM HAVING
BEEN PROPERLY COMPLETED AND SIGNED WILL BE DEEMED TO HAVE BEEN DELIVERED
FOR REDEMPTION AND NOT FOR EXERCISE. ANY CLASS A WARRANT RECEIVED WITH A
COMPLETED AND SIGNED SUBSCRIPTION FORM BUT WHICH IS NOT ACCOMPANIED BY THE
FULL EXERCISE PRICE WILL BE DEEMED TO HAVE BEEN EXERCISED ONLY FOR THE
NUMBER OF SHARES FOR WHICH THE EXERCISE PRICE WAS PAID IN FULL.
Right to Exercise in Certain Jurisdictions
The shares of Common Stock issuable upon exercise of the Class A Warrants
must be registered, or qualify for an exemption from registration, under the
securities or "blue sky" laws of the state in which a holder seeking to
exercise such Class A Warrants resides.
In each of the following jurisdictions, the Class A warrants may be exercised:
Alabama Iowa Nevada Rhode Island
Alaska Kansas New Hampshire South Carolina
Arizona Kentucky New Jersey South Dakota
Arkansas Louisiana New Mexico Tennessee
Colorado Maine New York Texas
Connecticut Maryland North Carolina Utah
Delaware Massachusetts North Dakota Vermont
Georgia Michigan Ohio Virginia
Hawaii Minnesota Oklahoma Washington
Idaho Mississippi Oregon West Virginia
Illinois Missouri Pennsylvania Wisconsin
Indiana Montana Puerto Rico Wyoming
Nebraska District of Columbia
In each of the following jurisdictions, the Class A Warrants may not be
exercised:
California Florida Guam
Dated: August 6, 1996
BY ORDER OF THE BOARD OF DIRECTORS
