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UNITED STATES
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
Date of Report (Date of earliest event reported): May 18, 1999
SDL, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-25688 77-0331449
(Commission File Number) (I.R.S. employer identification No.)
80 Rose Orchard Way
San Jose, CA 95134
(Address of principal executive offices)
(408) 943-9411
(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets.
SDL, Inc., a Delaware corporation ("SDL") had, as of May 18, 1999, acquired
28,764,408 shares, representing approximately 92% of the issued and outstanding
share capital of IOC International plc, a United Kingdom corporation ("IOC").
The terms and conditions of SDL's Recommended Offer to acquire all of the share
capital of IOC are set forth in the Offer Document dated April 21, 1999 and in
the related Form of Acceptance (together constituting the "Offer"). Giving
effect to the adjustment in the exchange ratio occasioned by the two-for-one
split of SDL's Common Stock announced on March 25, 1999 with a payment date of
June 2, 1999, each holder of outstanding shares of IOC (the "IOC Shares") who
has accepted the Offer will receive new shares of common stock, par value $0.001
per share, of SDL (the "SDL Common Stock"), based on an exchange ratio of 3.630
post-split shares of SDL Common Stock for each 100 IOC Shares. SDL will issue up
to 1,264,176 post-split shares of SDL Common Stock to IOC securityholders,
including holders of outstanding options to purchase IOC Shares which will be
converted into options for SDL Common Stock at the same exchange ratio. SDL
declared the Offer unconditional in all respects on May 18, 1999. The SDL Common
Stock to be received by IOC securityholders is quoted on the Nasdaq National
Market.
The basic terms of the Offer are described in the Offer Document, filed as
part of the Registrant's registration statement on Form S-4 (No. 333-75639)
relating to the Offer, which was declared effective by the Securities and
Exchange Commission on April 16, 1999.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
The audited financial statements of IOC have been previously provided in
the Registrant's registration statement on Form S-4 (No. 333-75639) relating to
the Offer, which was declared effective by the Securities and Exchange
Commission on April 16, 1999.
(b) Pro Forma Financial Information.
Substantially the same unaudited pro forma financial information as
required by this Item 7(b) was previously provided in the Registrant's
registration statement on Form S-4 (No. 333-75639) relating to the Offer, which
was declared effective by the Securities and Exchange Commission on April 16,
1999.
(c) Exhibits.
The Exhibit Index appearing on page 4 is incorporated herein by reference.
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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.
SDL, INC.
(The Registrant)
By: \s\ Michael L. Foster
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Michael L. Foster
Chief Financial Officer
Dated: June 1, 1999
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
<S> <C>
2.1 Recommended Offer dated April 21, 1999 for the acquisition
of all of the share capital of IOC International plc (incorporated
by reference to the Recommended Offer dated April 21, 1999 included
as part of the Registrant's Registration Statement on Form S-4
(File No. 333-75639)).
99.1 Press Release dated May 14, 1999
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Exhibit 99.1
Rea Brothers Limited
For immediate release - 14 May 1999
David McGraynor - 0171 623 1155
Security Validation Number 191833
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO
CANADA, AUSTRALIA OR JAPAN
14 May 1999
SDL, INC. ("SDL")
RECOMMENDED OFFER FOR IOC INTERNATIONAL PLC ("IOC")
OFFER UNCONDITIONAL AS TO ACCEPTANCES
SDL announces that, by 12:00 p.m. on 14 May 1999, valid acceptances under the
Offer had been received in respect of a total of 28,764,408 IOC Shares,
representing approximately 92.39 per cent. of the issued share capital of IOC.
The Offer has now become unconditional as to acceptances and will remain open
for acceptance until further notice.
As at 31 March 1999, the date of the announcement of the Offer, SDL had received
irrevocable undertakings to accept the Offer in respect of 19,766,175 IOC
Shares, representing approximately 63.49 per cent. of the issued share capital
of IOC.
In addition, as at 31 March 1999, SDL held 10,550 IOC Shares, representing
approximately 0.03 per cent. of the issued share capital of IOC.
As at 31 March 1999, Rea Brothers (Investment Management) Limited, a company
under the same control as SDL's financial adviser, Rea Brothers Limited,
managed 33,000 IOC Shares on a discretionary basis, representing approximately
0.11 per cent. of the issued share capital of IOC. SDL has now received valid
acceptances in respect of these IOC Shares and these are included in the level
of acceptances reported above.
Save as disclosed above, neither SDL nor any person acting or deemed to be
acting in concert with SDL held any IOC Shares or rights over IOC Shares
immediately prior to the commencement of the Offer Period or has acquired or
agreed to acquire any IOC Shares or rights over IOC Shares during the Offer
Period.
Words and expressions defined in the Offer Document dated 21 April 1999 shall,
unless the context otherwise requires, have the same meanings when used in this
announcement.
Enquires:
SDL, Inc. Donald R. Scifres (Chief Executive Officer) 001 408 943 9411
Michael L. Foster (Chief Financial Officer) 001 408 943 9411
Rea Brothers Jennifer Pantling 0171 623 1155
Limited Christopher Lewey 0171 623 1155
Rea Brothers Limited, which is regulated by The Securities and Futures
Authority Limited, is acting exclusively for SDL and no-one else in connection
with the Offer and will not be responsible to anyone other than SDL for
providing the protections afforded to customers of Rea Brothers Limited nor for
providing advice in relation to the Offer.
