<PAGE> 1
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): JUNE 1, 1998
TELTREND INC.
(Exact Name of Registrant as Specified in Charter)
<TABLE>
<S> <C> <C>
DELAWARE 0-26114 13-3476859
(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)
</TABLE>
620 STETSON AVENUE, ST. CHARLES, ILLINOIS 60174-1700
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (630) 377-1700
<PAGE> 2
Item 5. Other Events.
On June 1, 1998, Teltrend Inc. (the "Registrant") executed Amendment No.
1 to Rights Agreement (the "Amendment"), which amended the Rights Agreement,
dated as of January 16, 1997, between the Registrant and LaSalle National Bank,
as Rights Agent (the "Rights Agreement"). The Amendment increased the
percentage beneficial ownership threshold at which the Preferred Share Purchase
Rights (the "Rights") issued under the plan become exercisable. As amended, the
Rights will be exercisable if a person or group acquires, in the aggregate, 20%
or more of the Registrant's Common Stock or announces a tender offer for 20% or
more of the Registrant's Common Stock. Previously, the Rights would have become
exercisable if a person or group acquired or announced a tender offer for 15% or
more of the Registrant's Common Stock.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibit
Number Description
4.1 Amendment No. 1 to Rights Agreement, dated as of June 1, 1998,
between Teltrend Inc. and LaSalle National Bank.
99.1 Press Release, dated June 2, 1998, announcing the amendment to the
Teltrend Stockholder Rights Plan.
<PAGE> 3
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.
TELTREND INC.
Date: June 12, 1998 By: /s/ Douglas P. Hoffmeyer
----------------------------------
Douglas P. Hoffmeyer
Vice President - Finance,
Secretary and Treasurer
-2-
<PAGE> 4
EXHIBIT INDEX
Exhibit
Number Description
4.1 Amendment No. 1 to Rights Agreement, dated as of June 1, 1998,
between Teltrend Inc. and LaSalle National Bank.
99.1 Press Release, dated June 2, 1998, announcing the amendment to the
Teltrend Stockholder Rights Plan.
-3-
<PAGE> 1
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT (the "Amendment") is entered
into as of the 1st day of June, 1998 by and between Teltrend Inc., a Delaware
corporation (the "Company"), and LaSalle National Bank, as Rights Agent (the
"Rights Agent").
WHEREAS, the Company and Rights Agent are parties to that certain
Rights Agreement, dated as of January 16, 1997 (the "Agreement"); and
WHEREAS, the Board of Directors of the Company has authorized and
directed that the Rights Agreement be amended as set forth herein.
NOW, THEREFORE, pursuant to Section 27 of the Rights Agreement, and in
consideration of the premises and agreements herein set forth and the Rights
Agents' continuing rights and duties as rights agent for purposes of the Rights
Agreement, the parties hereby agree as follows:
1. Amendment to Section 1(a) of the Rights Agreement. Section 1(a) of
the Rights Agreement is hereby amended by deleting each reference included
therein to "15%" and inserting in lieu of each such reference the term "20%".
2. Amendment to Section 3 of the Rights Agreement. Section 3 of the
Rights Agreement is hereby amended by deleting in clause (a)(ii) thereof the
term "15%" and inserting in lieu thereof the term "20%".
3. No Other Amendments. Unless expressly amended by the terms of this
Amendment, all of the terms and provisions of the Rights Agreement shall remain
in full force and effect.
4. Governing Law. This Amendment shall be deemed to be a contract made
under the laws of the State of Delaware and for all purposes shall be governed
by and construed in accordance with the laws of such State applicable to
contracts to be made and performed entirely within such State.
5. Counterparts. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.
<PAGE> 2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
TELTREND INC.
By: /s/ Douglas P. Hoffmeyer
-----------------------------
Name: Douglas P. Hoffmeyer
Title: Vice President Finance
LASALLE NATIONAL BANK
By: /s/ Gregory Malatia
-----------------------------
Name: Gregory Malatia
Title: Vice President
-2-
<PAGE> 1
[TELTREND LETTERHEAD]
TELTREND INC. AMENDS STOCKHOLDER RIGHTS PLAN
ST. CHARLES, IL. JUNE 2, 1998 - Teltrend Inc. (Nasdaq; TLTN) today announced
that its Board of Directors has amended its stockholders rights plan to
increase the percentage beneficial ownership threshold at which the Preferred
Share Purchase Rights issued under the plan become exercisable. As amended, the
Rights will be exercisable if a person or group acquires, in the aggregate, 20%
or more of the Teltrend Common Stock or announces a tender offer for 20% or
more of the Teltrend Common Stock. Previously, the Rights would have become
exercisable if a person or group acquired or announced a tender offer for 15%
or more of the Teltrend Common Stock.
The Rights are designed to assure that all stockholders of Teltrend
receive fair and equal treatment in the event of any proposed takeover of
Teltrend and to guard against partial tender offers, open market accumulations
and other tactics designed to gain control of Teltrend without paying all
stockholders a fair price.
Teltrend is a leading manufacturer of advanced electronic equipment for
the local telephone loop. The Company, based in suburban Chicago, designs,
manufactures and markets a broad range of voice and data solutions for the
Regional Bell Operating Companies, interexchange carriers, competitive access
providers, and wireless carriers. Teltrend's unique solutions - developed for
ISDN, DDS, T1, HDSL and POTS applications - allow telephone companies to
provide new and better services to their customers without the need for costly
infrastructure replacement. Teltrend's World Wide Web address is:
http://www.teltrend.com.
Contact: Teltrend Inc.
Douglas Hoffmeyer
Vice President Finance
630-377-1700
[email protected]
KEYWORD: FN ILLINOIS
INDUSTRY KEYWORD: COMPUTERS/ELECTRONICS COMED
