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): February 3, 2000
TELTREND INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction
of Incorporation or Organization)
0-26114 13-3476859
(Commission File Number) (I.R.S. Employer Identification No.)
620 STETSON AVENUE
ST. CHARLES, ILLINOIS 60174
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (630) 377-1700
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ITEM 5. OTHER INFORMATION.
On February 3, 2000, Teltrend Inc. (the "Company") and Westell
Technologies, Inc. ("Westell") announced the expiration of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act applicable to Westell's
offer, pursuant to a proposed merger, to acquire all of the outstanding shares
of common stock of Teltrend. A copy of the press release is attached as Exhibit
99.1 to this Form 8-K and incoroprated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The exhibits filed herewith are listed in the Exhibit Index which
follows the signature page of this Current Report on Form 8-K.
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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.
Date: February 3, 2000
TELTREND INC.
By /s/ Theodor A. Maxeiner
----------------------------
Theodor A. Maxeiner
Controller
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
99.1 Press Release dated February 3, 2000.
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WESTELL TECHNOLOGIES, INC. AND TELTREND INC. ANNOUNCE EXPIRATION OF
HART-SCOTT-RODINO WAITING PERIOD
Waiting Period for Antitrust Act Ends
AURORA, IL AND ST. CHARLES, IL... (FEBRUARY 3, 2000), ... Westell Technologies,
Inc. (Nasdaq:WSTL) and Teltrend Inc. announced today that the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act applicable to Westell
Technologies' offer to acquire all outstanding shares of common stock of
Teltrend, Inc. expired at 11:59 p.m. (EST) on February 2, 2000. Expiration of
the waiting period was one of the conditions for the acquisition that has now
been satisfied. Other conditions include the approval of the merger agreement
between the parties by Teltrend's stockholders; the approval of Westell stock
issuance and related transactions by Westell's stockholders; and the
effectiveness of the registration statement which Westell filed with the
Securities and Exchange Commission.
Teltrend Inc., established in 1979 with over 500 employees worldwide, is
headquartered in suburban Chicago. Teltrend designs, manufactures and markets a
broad range of telecommunications and data communications products used by
businesses and telephone companies to provide voice and data services. The
Company's customers range from Regional Bell Operating Companies, GTE, Sprint,
and other U.S. and International telephone companies, to SOHO and medium-sized
businesses. Additional information can be obtained by visiting Teltrend's Web
site at www.teltrend.com
Westell Technologies Inc., headquartered in Aurora, Illinois, is a holding
company for Westell, Inc. and Conference Plus, Inc. Westell, Inc. manufactures
and licenses DSL systems and value added CPE, and manufactures
telecommunications access products. Conference Plus, Inc. is an Application
Service Provider that hosts and manages audio, video, IP conferencing and
back-office support services. Additional information can be obtained by visiting
Westell's Web site at www.westell.com.
"Safe Harbor" statement under the Private Securities Litigation Reform Act of
1995:
Certain statements contained herein are forward looking statements that involve
risks and uncertainties. These risks include, but are not limited to, product
demand and market acceptance risks (including the future commercial acceptance
of Westell's ADSL systems by telephone companies and other customers), the
impact of competitive products and technologies (such as cable modems and fiber
optic cable), competitive pricing pressures, product development, excess and
obsolete inventory due to new product development, commercialization and
technological delays or difficulties (including delays or difficulties in
developing, producing, testing and selling new products and technologies, such
as ADSL systems), the effect of Westell's accounting policies, the effect of
economic conditions and trade, legal, social, and economic risks (such as
import, licensing and trade restrictions) and other risks more fully described
in Westell's Annual Report on Form 10-K for the fiscal year ended March 31, 1999
under the section "Risk Factors". Westell undertakes no obligation to release
publicly the result of any revisions to these forward looking statements that
may be made to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.
