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 earliest event reported) NOVEMBER 3, 1997
INTELECT COMMUNICATIONS SYSTEMS LIMITED
(Exact Name of Registrant as Specified in Its Charter)
0-11630 N/A
(Commission File Number) (I.R.S. Employer Identification No.)
1100 EXECUTIVE DRIVE, RICHARDSON, TEXAS 75081
(Address of Principal Executive Offices) (Zip Code)
(972) 367-2100
(Registrant's Telephone Number, Including Area Code)
- --------------------------------------------------------------------------------
(Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS
On or about November 3, 1997, Intelect Communications Systems Limited (the
"Company") caused to be mailed to its shareholders Notice of a Special Meeting
of shareholders to be held on December 4, 1997 (the "Meeting") and a Proxy
Statement/Prospectus pertaining to the purpose of the Meeting. The Meeting is
being called to consider and vote upon a proposal to reorganize the Company and
its subsidiaries (the "Company Group"), such that the publicly-traded parent of
the Company Group would be a U.S. domiciled corporation (the "Reorganization" or
"Reorganization Proposal"). The principal effect of the Reorganization would be
to redomicile the Company from Bermuda to the State of Delaware.
The Reorganization would be effectuated pursuant to an Agreement and Plan
of Merger (the "Merger Agreement" or "Merger") by and among the Company,
Intelect Communications, Inc., a Delaware corporation which is currently a
wholly-owned subsidiary of the Company ("Intelect (Delaware)"), and Intelect
Merger Co., a newly-formed Delaware corporation which is a wholly-owned
subsidiary of Intelect (Delaware), pursuant to which, among other things, (a)
Intelect Merger Co. would be merged with and into the Company, (b) each
outstanding common share of the Company ("Company Common Shares") would be
converted into the right to receive one common share of Intelect (Delaware)
("Intelect (Delaware) Common Shares"), (c) each outstanding preferred share of
the Company would be converted into the right to receive one preferred share of
Intelect (Delaware), (d) the Company would become a wholly-owned subsidiary of
Intelect (Delaware) and Intelect (Delaware) would become the parent of the
Company Group (e) all warrants for Company Common Shares validly existing and
outstanding on the effective date of the Merger Agreement would become
obligations of Intelect (Delaware), and (f) each holder of options to purchase
Company Common Shares issued by the Company pursuant to the Company's Stock
Incentive Plan, whether vested or unvested ("Company Options"), would be granted
substitute options to purchase an equal number of Intelect (Delaware) Common
Shares pursuant to Intelect (Delaware)'s Stock Incentive Plan on the same terms
and conditions and at the same exercise price per share as presently provided
for by the Company Options. The Intelect (Delaware) Stock Incentive Plan is
identical in all material respects to the Company Plan, and the Company Plan
would be terminated if the Merger is consummated.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
2 Agreement and Plan of Merger dated as of October 29, 1997
by and among Intelect Communications Systems Limited
("ICSL"), Intelect Communications, Inc. ("Intelect
(Delaware)"), and Intelect Merger Co. (1)
4.1 Amended and Restated Certificate of Incorporation of
Intelect (Delaware) (1)
4.2 Amended and Restated By-laws of Intelect (Delaware) (1)
4.3 Form of Certificate of Designation of Rights and
Preferences of Series A Preferred Stock, $.01 par value, of
Intelect (Delaware) (1)
- ----------------------------------
(1) Incorporated herein by reference to ICSL's Registration Statement on Form
S-4, dated effective October 30, 1997.
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.
INTELECT COMMUNICATIONS SYSTEMS LIMITED
(Registrant)
NOVEMBER 3, 1997 By: /s/ HERMAN M. FRIETSCH
Date (Signature)
Herman M. Frietsch
Chairman of the Board