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 13, 1996
Shared Technologies Fairchild Inc.
(Exact name of registrant as specified in charter)
Delaware 0-17366 87-0424558
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
100 Great Meadow Road, Suite 104, Wethersfield, CT 06109
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (860) 258-2400
Shared Technologies Inc.
(Former name or former address, if changed since last report).
Item 2. Acquisition or Disposition of Assets.
Pursuant to an Agreement and Plan of Merger dated as of November 9,
1995, as amended on February 2, 1996, February 24, 1996 and March 1, 1996
(collectively, the "Merger Agreement"), among Shared Technologies Fairchild Inc.
(formerly named Shared Technologies Inc. and referred to herein before the
Merger, as defined below, as "STI"), Fairchild Industries, Inc. ("FII"), RHI
Holdings, Inc. ("RHI") and The Fairchild Corporation ("TFC"), STI completed the
merger of FII with and into STI on March 13, 1996 (the "Merger") and the
surviving corporation was renamed Shared Technologies Fairchild Inc. ("STFI" or
the "Company").
The Merger combines the businesses of STI and FII, which will be
conducted by STFI and its subsidiaries following the Merger. These businesses
include (a) shared telecommunications services and (b) telecommunications
systems. The Acquired Business had combined pro forma sales of approximately
$204.0 million for the twelve month period ended September 30, 1995.
Upon consummation of the Merger, STFI issued to RHI (a) 6.0 million
shares of STFI's common stock, par value $.004 par value per share ("Common
Stock"), representing approximately 41.4% of the Common Stock after such
issuance, (b) Series G Cumulative Convertible Preferred Stock of STFI with an
initial liquidation preference of $25.0 million (the "Series G Preferred") and
(c) Series H Special Preferred Stock of STFI with an initial liquidation
preference of $20.0 million (the "Series H Preferred"). In connection with the
financing transactions described in the following paragraph, STFI entered into
an agreement with RHI under which the Series G Preferred and the Series H
Preferred will be exchanged for STFI's Series I Cumulative Convertible Preferred
Stock and Series J Special Preferred Stock, respectively, having terms
substantially identical to the Series G Preferred and Series H Preferred.
The Company's sources of capital to finance the foregoing acquisition
are (a) approximately $112.0 million in cash representing all of the proceeds
from the issuance and sale of $163,637,000 aggregate principal amount ($115
million aggregate initial accreted value) of STFI's 12 1/4% Senior Subordinated
Discount Notes Due March 1, 2006 and (b) approximately $125 million from
borrowings under a $145 million term and revolving credit facility with Credit
Suisse, Citicorp USA, Inc. and NationsBank.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
At the time of the filing of this Form 8-K, it is impracticable for the
Company to provide the pro forma financial statements required by Rule 3-05(b)
of Regulation S-X with respect to the Merger. Such required financial
information will be filed by amendment under cover of Form 8-K/A not later than
May 27, 1996, in accordance with Item 7, paragraph (a)(4) of Form 8-K.
(b) PRO FORMA FINANCIAL INFORMATION.
At the time of the filing of this Form 8-K, it is impracticable for the
Company to provide the pro forma financial information required by Rule 11-01(c)
of Regulation S-X with respect to the Merger. Such required financial
information will be filed by amendment under cover of Form 8 not later than May
27, 1996, in accordance with Item 7, paragraph (b)(2) of Form 8-K.
(c) EXHIBITS.
1. Purchase Agreement dated March 8, 1996 among the Company, STI, the guarantors
named therein and CS First Boston Corporation and Citicorp Securities, Inc.
(filed herewith).
2.1 Agreement and Plan of Merger dated as of November 9, 1995 among Shared
Technologies Fairchild Inc. (formerly Shared Technologies Inc.)("STFI"),
Fairchild Industries, Inc. ("FII"), RHI Holdings, Inc. ("RHI") and The Fairchild
Corporation ("TFC") filed herewith).
2.2 First Amendment to Agreement and Plan of Merger dated as of February 2, 1996
among STFI, FII, RHI and TFC (filed herewith).
2.3 Second Amendment to Agreement and Plan of Merger dated as of February 24,
1996 among STFI, FII, RHI and TFC (filed herewith).
2.4 Third Amendment to Agreement and Plan of Merger dated as of March 1, 1996
among STFI, FII, RHI and TFC (filed herewith).
3(i).1 Restated Certificate of Incorporation of the Company (filed herewith).
3(i).2 Certificate of Merger of STI and FII (filed herewith).
3(i).3 Certificate of Incorporation of Shared Technologies Fairchild
Communications Corp. ("STFCC") (filed herewith).
3(ii).1 Amended and Restated By-laws of STI (filed herewith).
3(ii).2 Amendment to Amended and Restated By-laws of STI (filed herewith).
3(ii).3 By-laws of STFCC (filed herewith).
4.1 Certificate of Designations of Series G 6% Cumulative Convertible Preferred
Stock of STFI (filed herewith).
4.2 Certificate of Designations of Series H Special Preferred Stock of STFI
(filed herewith).
4.3 Certificate of Designations of Series I 6% Cumulative Convertible Preferred
Stock of STFI (filed herewith).
4.4 Certificate of Designations of Series J Special Preferred Stock of STFI
(filed herewith).
4.5 Indenture dated as of March 1, 1996 among the Company, the guarantors named
therein and United States Trust Company of New York, as trustee (filed
herewith).
4.6 First Supplemental Indenture dated as of March 13, 1996 among the Company,
the guarantors named therein and United States Trust Company of New York, as
trustee (filed herewith).
10.1 Registration Rights Agreement dated March 8, 1996 among the Company, STFI,
the guarantors named therein and CS First Boston Corporation and Citicorp
Securities, Inc. (filed herewith).
10.2 Registration Rights Agreement dated March 13, 1996 among STI, RHI and TFC
(filed herewith).
10.3 Credit Agreement dated as of March 12, 1996 among the Company, STFI, Credit
Suisse, Citicorp USA, Inc., NationsBank and the other lenders named therein
(filed herewith).
10.4 Security Agreement dated as of March 13, 1996 among STFCC, STFI, each
subsidiary of STFCC named therein and Credit Suisse, as collateral agent for the
secured parties (filed herewith).
10.5 Pledge Agreement dated as of March 13, 1996 among STFCC, STFI, each
subsidiary of STFCC named therein and Credit Suisse, as collateral agent for the
secured parties (filed herewith).
10.6 Pledge Agreement dated as of March 13, 1996 among STFI, RHI and Gadsby &
Hannah, as interim pledge agent.
10.7 Parent Guarantee Agreement dated as of March 12, 1996 between STI and
Credit Suisse, as collateral agent for the secured parties (filed herewith).
10.8 Subsidiary Guarantee Agreement dated as of March 12, 1996 among the
subsidiaries of STFCC and STFI named therein and Credit Suisse, as collateral
agent for the secured parties (filed herewith).
10.9 Agreement to Exchange 6% Cumulative Convertible Preferred Stock and Special
Preferred Stock dated as of March 1, 1996 among STI, FII, RHI and TFC (filed
herewith).
10.10 Shareholders' Agreement dated as of March 13, 1996 among STI, RHI and
Anthony D. Autorino (filed herewith).
10.11 Tax Sharing Agreement dated as of March 13, 1996 between STI and RHI
(filed herewith).
10.12 Indemnification Agreement dated as of March 13, 1996 between STI and
Fairchild Holdings Corp. (filed herewith).
10.13 Indemnification Agreement dated as of March 13, 1996 among STI, TFC and
RHI (filed herewith).
10.14 Indemnity, Subrogation and Contribution Agreement dated as of March 12,
1996 between STFCC and and Credit Suisse, as collateral agent for the secured
parties (filed herewith).
23.1 Consent of Rothstein, Kass & Company, P.C. (to be filed by amendment).
23.2 Consent of Arthur Andersen LLP (to be filed by amendment).
SHARED TECHNOLOGIES FAIRCHILD INC.
By /s/ Vincent DiVincenzo
--------------------------------------
Vincent DiVincenzo
Senior Vice President-Administration,
Chief Financial Officer and Treasurer
(Principal Accounting and Financial
Officer)
Exhibit Index
Exhibit No. Exhibit Description Page No.
1. Purchase Agreement dated March 8, 1996 among the Company, STI, the guarantors
named therein and CS First Boston Corporation and Citicorp Securities, Inc.
(filed herewith).
2.1 Agreement and Plan of Merger dated as of November 9, 1995 among Shared
Technologies Fairchild Inc. (formerly Shared Technologies Inc.)("STFI"),
Fairchild Industries, Inc. ("FII"), RHI Holdings, Inc. ("RHI") and The Fairchild
Corporation ("TFC") filed herewith).
2.2 First Amendment to Agreement and Plan of Merger dated as of February 2, 1996
among STFI, FII, RHI and TFC (filed herewith).
2.3 Second Amendment to Agreement and Plan of Merger dated as of February 24,
1996 among STFI, FII, RHI and TFC (filed herewith).
2.4 Third Amendment to Agreement and Plan of Merger dated as of March 1, 1996
among STFI, FII, RHI and TFC (filed herewith).
3(i).1 Restated Certificate of Incorporation of the Company (filed herewith).
3(i).2 Certificate of Merger of STI and FII (filed herewith).
3(i).3 Certificate of Incorporation of Shared Technologies Fairchild
Communications Corp. ("STFCC") (filed herewith).
3(ii).1 Amended and Restated By-laws of STI (filed herewith).
3(ii).2 Amendment to Amended and Restated By-laws of STI (filed herewith).
3(ii).3 By-laws of STFCC (filed herewith).
4.1 Certificate of Designations of Series G 6% Cumulative Convertible Preferred
Stock of STFI (filed herewith).
4.2 Certificate of Designations of Series H Special Preferred Stock of STFI
(filed herewith).
4.3 Certificate of Designations of Series I 6% Cumulative Convertible Preferred
Stock of STFI (filed herewith).
4.4 Certificate of Designations of Series J Special Preferred Stock of STFI
(filed herewith).
4.5 Indenture dated as of March 1, 1996 among the Company, the guarantors named
therein and United States Trust Company of New York, as trustee (filed
herewith).
4.6 First Supplemental Indenture dated as of March 13, 1996 among the Company,
the guarantors named therein and United States Trust Company of New York, as
trustee (filed herewith).
10.1 Registration Rights Agreement dated March 8, 1996 among the Company, STFI,
the guarantors named therein and CS First Boston Corporation and Citicorp
Securities, Inc. (filed herewith).
10.2 Registration Rights Agreement dated March 13, 1996 among STI, RHI and TFC
(filed herewith).
10.3 Credit Agreement dated as of March 12, 1996 among the Company, STFI, Credit
Suisse, Citicorp USA, Inc., NationsBank and the other lenders named therein
(filed herewith).
10.4 Security Agreement dated as of March 13, 1996 among STFCC, STFI, each
subsidiary of STFCC named therein and Credit Suisse, as collateral agent for the
secured parties (filed herewith).
10.5 Pledge Agreement dated as of March 13, 1996 among STFCC, STFI, each
subsidiary of STFCC named therein and Credit Suisse, as collateral agent for the
secured parties (filed herewith).
10.6 Pledge Agreement dated as of March 13, 1996 among STFI, RHI and Gadsby &
Hannah, as interim pledge agent.
10.7 Parent Guarantee Agreement dated as of March 12, 1996 between STI and
Credit Suisse, as collateral agent for the secured parties (filed herewith).
10.8 Subsidiary Guarantee Agreement dated as of March 12, 1996 among the
subsidiaries of STFCC and STFI named therein and Credit Suisse, as collateral
agent for the secured parties (filed herewith).
10.9 Agreement to Exchange 6% Cumulative Convertible Preferred Stock and Special
Preferred Stock dated as of March 1, 1996 among STI, FII, RHI and TFC (filed
herewith).
10.10 Shareholders' Agreement dated as of March 13, 1996 among STI, RHI and
Anthony D. Autorino (filed herewith).
10.11 Tax Sharing Agreement dated as of March 13, 1996 between STI and RHI
(filed herewith).
10.12 Indemnification Agreement dated as of March 13, 1996 between STI and
Fairchild Holdings Corp. (filed herewith).
10.13 Indemnification Agreement dated as of March 13, 1996 among STI, TFC and
RHI (filed herewith).
10.14 Indemnity, Subrogation and Contribution Agreement dated as of March 12,
1996 between STFCC and and Credit Suisse, as collateral agent for the secured
parties (filed herewith).
23.1 Consent of Rothstein, Kass & Company, P.C. (to be filed by amendment).
23.2 Consent of Arthur Andersen LLP (to be filed by amendment).