UNITED STATES
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) March 5, 1999
INTELECT COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-11630 76-0471342
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1100 Executive Drive, Richardson, Texas 75081
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (972) 367-2100
N/A
(Former name or former address, if changed since last report.)
ITEM 5. OTHER EVENTS.
A. Intelect Communications, Inc. (the "Company") closed on March 5, 1999 a
private placement of a new series of its preferred stock designated as the
Series E Convertible Preferred Stock (the "Series E Preferred Stock") and
warrants to purchase common stock of the Company, with certain funds managed by
the Citadel Investment Group, L.L.C. ("Citadel"). At the March 5 closing, the
Company received gross proceeds of $3 million for the issuance of 3,000 shares
of the Series E Preferred Stock. The closing was the first of multiple closings
to take place pursuant to a Securities Purchase Agreement, subject to the
satisfaction of the terms and conditions of the Securities Purchase Agreement.
The material terms of the Series E Preferred Stock and the warrants are more
fully set forth in the Form 8-K of the Company filed effective March 2, 1999
(the "March 2 Form 8-K"). The operative transaction documents, which are a
Securities Purchase Agreement, Registration Rights Agreement, Certificate of
Designations, and a Form of Warrant, have also been filed as exhibits to the
March 2 Form 8-K. The disclosure herein is qualified by reference to the March 2
Form 8-K and the full text of the operative transaction documents filed as
exhibits to such Form 8-K.
B. On March 3, 1999, the Company's stockholders approved an amendment to the
Company's Amended and Restated Certificate of Incorporation increasing the
number of authorized shares of common stock of the Company to 100,000,000
shares. In addition, the stockholders approved a proposal to allow for the
issuance of the shares of common stock issuable upon conversion of the Series C
and Series D Convertible Preferred Stock of the Company without regard to
limitations imposed by The Nasdaq Stock Market, Inc. The full text of these
proposals, together with the risks and benefits associated with such proposals,
is set forth in the Company's Definitive Proxy Statement on Schedule 14A filed
on January 29, 1999.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business to Be Acquired: N/A
(b) Pro Forma Financial Information of the Business to Be Acquired: N/A
(c) Exhibits:
EXHIBIT DESCRIPTION OF EXHIBIT
3.1 Certificate of Amendment of Amended and Restated
Certificate of Incorporation
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, INC.
(Registrant)
Date: March 8, 1999 By: /s/ HERMAN M. FRIETSCH
(Signature)
Herman M. Frietsch
Chairman of the Board
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EXHIBIT INDEX
EXHIBIT DESCRIPTION OF EXHIBIT
3.1 Certificate of Amendment of Amended and Restated
Certificate of Incorporation
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