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) September 17, 1998
PREMISYS COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-25684 94-3153847
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
48664 Milmont Drive
Fremont, California 94538
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (510) 353-7600
<PAGE>
Item 5: Other Events
Adoption of Stockholder Rights Plan.
On September 17, 1998, the Board of Directors of Premisys Communications,
Inc. (the "Company") declared a dividend of one preferred share purchase right
(a "Right") for each outstanding share of common stock, par value $0.01 per
share (the "Common Shares"), of the Company. The dividend is payable to
stockholders of record on October 5, 1998 (the "Record Date"). In addition, one
Right shall be issued with each Common Share that becomes outstanding (i)
between the Record Date and the earliest of the Distribution Date, the
Redemption Date and the Final Expiration Date (as such terms are defined in the
Rights Agreement) and (ii) following the Distribution Date and prior to the
Redemption Date or Final Expiration Date, pursuant to the exercise of stock
options or under any employee plan or arrangement or upon the exercise,
conversion or exchange of other securities of the Company, which options or
securities were outstanding prior to the Distribution Date. Each Right entitles
the registered holder to purchase from the Company one one-hundredth of a share
of Series A Junior Participating Preferred Stock, par value $0.01 per share (the
"Preferred Shares"), of the Company, at a price of $80.00, subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and Chase Mellon
Shareholder Services L.L.C., as Rights Agent (the "Rights Agent"). A summary of
the Rights and Rights Agreement is included as Exhibit C to the Rights
Agreement, which is included as Exhibit 4.1 hereto.
Amendment of Bylaws.
On September 17, 1998, the Board of Directors of the Company
amended the Company's Bylaws to: (i) permit only the Chairman of the Board, the
Chief Executive Officer, the President or a majority of the Board of Directors
of the Company to call a special meeting of the stockholders; and (ii) provide
that vacancies on the Board of Directors be filled only by the remaining members
of the Board of Directors.
Item 7: Financial Statements and Exhibits.
(c) Exhibits
3.04 Bylaws of the Company, as amended and restated
effective September 17, 1998. (Incorporated by
reference to the exhibit bearing the same number
in the Company's Registration Statement on Form
8-A filed with the Securities and Exchange
Commission on September 22, 1998.)
4.04 Rights Agreement dated September 18, 1998,
between the Registrant and Chase Mellon
Shareholder Services L.L.C. as Rights Agent,
which includes as Exhibit A the form of
Certificate of Designations of Series A Junior
Participating Preferred Stock, as Exhibit B the
Form of Right Certificate and as Exhibit C the
Summary of Rights to Purchase Preferred Shares.
(Incorporated by reference to the exhibit bearing
the same number in the Company's Registration
Statement on Form 8-A filed with the Securities
and Exchange Commission on September 22, 1998.)
99.01 Press release of the Company dated September 21,
1998.
<PAGE>
SIGNATURE
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.
Dated: September 22, 1998
PREMISYS COMMUNICATIONS, INC.
By: /s/ Robert W. Dilfer
-----------------------------
Robert W. Dilfer
Vice President and Controller
<PAGE>
EXHIBIT INDEX
Exhibit
3.04 Bylaws of the Company, as amended and restated effective September
17, 1998. (Incorporated by reference to the exhibit bearing the
same number in the Company's Registration Statement on Form 8-A
filed with the Securities and Exchange Commission on September 22,
1998.)
4.04 Rights Agreement dated September 18, 1998, between the Registrant
and Chase Mellon Shareholder Services L.L.C. as Rights Agent,
which includes as Exhibit A the form of Certificate of
Designations of Series A Junior Participating Preferred Stock, as
Exhibit B the Form of Right Certificate and as Exhibit C the
Summary of Rights to Purchase Preferred Shares. (Incorporated by
reference to the exhibit bearing the same number in the Company's
Registration Statement on Form 8-A filed with the Securities and
Exchange Commission on September 22, 1998.)
99.01 Press release of the Company dated September 21, 1998.
<PAGE>
Exhibit 99.01
Contact: Joyce Chowla For immediate release
Premisys Communications, Inc.
(510) 353-2768
Premisys Adopts Stockholder Rights Plan
Fremont, CA, September 21, 1998 -- Premisys Communications, Inc.
(Nasdaq: PRMS), today announced that its board of directors has adopted a
stockholder rights plan designed to protect the long-term value of the company
for its stockholders during any future unsolicited acquisition attempt.
The plan is designed to give Premisys' board of directors sufficient
time to study and respond to an unsolicited tender offer or other attempted
acquisition. Adoption of the plan was not made in response to any specific
attempt to acquire Premisys or its shares, and Premisys is not aware of any
current efforts to do so.
In connection with the plan, the board declared a dividend of one
preferred share purchase right for each share of the company's common stock
outstanding on October 5, 1998 (the "Record Date") and further directed the
issuance of one such right with respect to each share of the company's common
stock that is issued after the Record Date, except in certain circumstances. The
rights will expire on September 18, 2008.
Premisys Communications, Inc. Adopts Stockholder Rights Plan.
The rights are initially attached to the company's common stock and
will not trade separately. If a person or a group acquires 20 percent or more of
the company's common stock (an "Acquiring Person"), or announces an intention to
make a tender offer for the company's common stock the consummation of which
would result in a person or group becoming an Acquiring Person, then the rights
will be distributed (the "Distribution Date") and will thereafter trade
separately from the common stock.
Upon the Distribution Date, each right may be exercised for 1/100th of
a share of a newly designated Series A Junior Participating Preferred Stock at
an exercise price of $80.00. The preferred stock has been structured so that the
value of 1/100th of a share of such preferred stock will approximate the value
of one share of common stock.
Upon a person becoming an Acquiring Person, holders of the rights
(other than the Acquiring Person) will have the right to acquire shares of the
company's common stock at a substantially discounted price, in lieu of the
preferred stock.
Additionally, if after the Distribution Date, the company is acquired
in a merger or other business combination, or 50 percent or more of its assets
are sold in a transaction with an Acquiring Person, the holders of rights (other
than the Acquiring Person) will have the right to receive shares of common stock
of the acquiring corporation at a substantially discounted price.
After a person has become an Acquiring Person, the company's board of
directors may, at its option, require the exchange of outstanding rights (other
than those held by the Acquiring Person) for common stock at an exchange ratio
of one share of the company's common stock per right.
Premisys Communications, Inc. Adopts Stockholder Rights Plan.
The board also has the right to redeem outstanding rights at any time
prior to the Distribution Date (or later in certain circumstances) at a price of
$0.001 per right. The terms of the rights, including the period to redeem the
rights, may be amended by the board in certain circumstances.
In connection with the adoption of its stockholder rights plan, the
Board of Directors also amended two provisions of the company's bylaws. Special
meetings of the company's stockholders may now only be called by the Chairman of
the Board, the Chief Executive Officer, the President or by a majority of the
Board of Directors. Additionally, vacancies on the Board of Directors may now be
filled until the next annual meeting of stockholders only by majority vote of
the directors then in office.
About Premisys
Premisys Communications, Inc. designs, manufactures and markets
integrated access products for telecommunications service providers. Premisys
pioneered the integrated access equipment market with the introduction of the
Integrated Multiple Access Communications Server ("IMACS") products in December
1991. The IMACS products are designed to enable public carriers to provide their
business customers with flexible, cost-effective and reliable access to
telecommunications services. Premisys' principal offices are located at 48664
Milmont Drive, Fremont, California 94538, its telephone number is (510) 353-7600
and its world wide web address is premisys.com.
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