SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 Event Reported):
November 15, 2001
TELIGENT, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or other jurisdiction of incorporation or organization)
| 000-23387 | 54-1866562 | |
| (Commission File Number) | (IRS Employer Identification No.) |
8065 Leesburg Pike
Suite 400
Vienna, Virginia 22182
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code (703) 762-5100
Item 5. Other Events
On May 21, 2001, Teligent, Inc., a Delaware corporation (the “Company”), and all of its domestic subsidiaries, filed voluntary petitions for protection under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”).
Pursuant to Bankruptcy Rule 2015 and the United States Trustee’s Operating Guidelines and Reporting Requirements for Chapter 11 cases, the Company is obligated to file monthly operating reports with the Bankruptcy Court. The Company’s unconsolidated, unaudited monthly operating report for the period from October 1, 2001 to October 31, 2001 (the “Operating Report”) is filed as Exhibit 99.1 hereto and incorporated by reference herein. In addition, the operating report for the period from September 1, 2001 to September 30, 2001 has been amended and is filed as Exhibit 99.2 hereto and incorporated by reference herein.
The Company cautions readers not to place undue reliance upon the information contained in the Operating Report since it contains unaudited information, and is in a format prescribed by the applicable bankruptcy laws. There can be no assurance that the Operating Report is complete. The Operating Report also contains information for periods that may be shorter or otherwise different from those contained in the Company’s reports pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Moreover, the Operating Report and other communications from the Company may include forward-looking statements subject to various assumptions regarding the Company’s operating performance that may not be realized and are subject to significant business, economic and competitive uncertainties and contingencies many of which are beyond the Company’s control. Consequently such matters should not be regarded as a representation or warranty by the Company that such matters will be realized or are indicative of the Company’s financial condition or operating results for future periods. Actual results for such periods may differ materially from the information contained in the Operating Report and the Company undertakes no obligation to update or revise the Operating Report.
The Company’s working capital for the operation of its business is derived from cash from operations and borrowings from the lenders under the Credit Agreement dated as of July 2, 1998 (the “Prepetition Lenders”), under the terms and conditions of the Final Order (I) Authorizing the Use of Lenders’ Cash Collateral and (II) Granting Adequate Protection Pursuant to 11 U.S.C. Sections 361 and 363 (the “Cash Collateral Order”). The Cash Collateral Order authorizes the Company to utilize cash pursuant to periodic budgets prepared by the Company and approved by the Prepetition Lenders in their sole discretion. The current budget expires on or about November 30, 2001 and a new budget will need to be approved by the Prepetition Lenders in accordance with the terms of the Cash Collateral Order. The Cash Collateral Order was originally scheduled to expire on September 15, 2001, but the parties entered into a stipulation to extend the Cash Collateral Order to November 15, 2001 or beyond based on the mutual agreement of the parties. The Cash Collateral Order expires at the end of the current budget on November 30, 2001 unless a new budget is approved. If the budget expires without a new budget being approved by the Prepetition Lenders the Company would lack sufficient liquidity to operate its business as a going concern.
On November 15, 2001, the Company provided notice to Teligent Acquisition Corp. (“TAC”) terminating the Second Amended and Restated Asset Purchase Agreement due to TAC’s inability to raise the funding required under the Purchase Agreement.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
| (c) | Exhibits | ||
| 99.1 | Unconsolidated, Unaudited Monthly Operating Report for the period from to October 1, 2001 to October 31, 2001. | ||
| 99.2 | Amended Unconsolidated, Unaudited Monthly Operating Report for the period from to September 1, 2001 to September 30, 2001. | ||
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.
| TELIGENT, INC. | ||||
| Dated: | November 20, 2001 | By: /s/ Stuart H. Kupinsky Name: Stuart H. Kupinsky Title: Senior Vice President, General Counsel and Assistant Secretary |
EXHIBIT INDEX
| Exhibit Number | Description | ||
| 99.1 | Unconsolidated, Unaudited Monthly Operating Report for the period from October 1, 2001 to October 31, 2001. | ||
| 99.2 | Amended Unconsolidated, Unaudited Monthly Operating Report for the period from to September 1, 2001 to September 30, 2001. | ||
