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) April 16, 1999
WESTELL TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-27266 36-3154957
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
750 N. Commons Drive, Aurora, Illinois 60504
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(Address of principal executive offices) (Zip code)
(Registrant's telephone number, including area code) 800-323-6883
Item 5. Other Events.
Private Placement
On April 16, 1999, Westell Technologies, Inc. (the "Company") received a
$20 million investment from funds affiliated with three investors (the
"Buyers").
Pursuant to the Securities Purchase Agreement dated as of April 14, 1999
among the Company, Castle Creek Technology Partner LLC, Marshall Capital
Management, Inc. and Capital Venture International, which is attached as an
exhibit to this Form 8-K (the "Securities Purchase Agreement"), the Company
issued and sold an aggregate of $20 million aggregate principal amount of 6%
Subordinated Convertible Debentures due April 15, 2004 (the "Convertible
Debentures") and warrants to purchase 909,091 shares (subject to adjustment) of
the Company's Class A Common Stock, $0.01 par value, (the "Warrants"). The offer
and sale of these securities in the United States was completed pursuant to the
exemption from registration provided by Regulation D under the Securities Act of
1933, as amended (the "Act"). In addition to the Convertible Debentures and
Warrants, and in connection with the investment, the Company and the Buyers have
entered into a Registration Rights Agreement, which agreement is attached as an
exhibit to this Form 8-K (the "Registration Rights Agreement").
The Convertible Debentures are convertible into the Company's Class A
Common Stock, $0.01 par value. The conversion price will be the lower of (a) a
periodically reset fixed price that is initially $6.372 per share, and which
will reset on the 12 and 24-month anniversaries of April 16, 1999 to 105% of the
initial price (provided the fixed price may not be less than $4.4604 per share),
and (b) the floating market price of the Company's stock determined at time of
conversion (except that the floating market price may only be imposed under
specific conditions set forth in the Securities Purchase Agreement).
The Warrants are exercisable at any time before 5:00 p.m. Central Standard
Time on April 15, 2004. The exercise price for the Class A Common Stock
underlying the Warrants is $8.9208 per share (subject to adjustment).
Pursuant to the Registration Rights Agreement, the Company must file and
maintain with the Securities and Exchange Commission a registration statement
for resale of shares acquired by the Buyers upon conversion of the debentures
and exercise of the Warrants.
The foregoing description is only a summary and is qualified in its
entirety by reference to the Securities Purchase Agreement, the Convertible
Debentures, the Registration Rights Agreement, the Warrants and the other
agreements that are attached to this Form 8-K as exhibits, and incorporated
herein by reference.
The proceeds from this investment will be used for working capital and
general corporate purposes.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
4.1 Securities Purchase Agreement dated as of April 14, 1999 by and
among Westell Technologies, Inc., Castle Creek Technology
Partners LLC, Marshall Capital Management, Inc. and Capital
Ventures International, as Purchasers.
4.2 Form of 6% Subordinated Convertible Debenture dated April 15,
1999 made by Westell Technologies, Inc. to the order of Castle
Creek Technology Partners LLC in the amount of $9,000,000, to the
order of Marshall Capital Management, Inc. in the amount of
$6,000,000, and to the order of Capital Ventures International in
the amount of $5,000,000.
4.3 Registration Rights Agreement dated April 15, 1999 by and among
Westell Technologies, Inc., Castle Creek Technology Partners LLC,
Marshall Capital Management, Inc. and Capital Ventures
International.
4.4 Form of Stock Purchase Warrant dated April 15, 1999 by and among
Westell Technologies, Inc., Castle Creek Technology Partners LLC
(409,091 shares), Marshall Capital Management, Inc. (272,727
shares), and Capital Ventures International (227,273 shares).
4.5 Form of Subordinated Note ("Cap Debenture").
4.6 Form of Security Agreement dated April 15, 1999 executed by
Westell Technologies, Inc. in favor of Castle Creek Technology
Partners LLC, Marshall Capital Management, Inc. and Capital
Ventures International, as Purchasers.
10.16a Amendment to Loan and Security Agreement dated as of February 24,
1999 by and among LaSalle National Bank, Westell Technologies,
Inc., Westell, Inc., Westell International, Inc. and Conference
Plus, Inc.
10.16b Second Amendment to Loan and Security Agreement dated as of April
15, 1999 by and among LaSalle National Bank, Westell
Technologies, Inc., Westell, Inc., Westell International, Inc.
and Conference Plus, Inc.
10.16c Subordination Agreement dated as of April 15, 1999, by and among
Castle Creek Technology Partners LLC, Marshall Capital
Management, Inc., Capital Ventures International and LaSalle
National Bank.
99.1 Press Release issued April 16, 1999.
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 thereunto duly authorized.
WESTELL TECHNOLOGIES, INC.
Date: April 20, 1999 /s/ Stephen J. Hawrysz
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Stephen J. Hawrysz
Vice President, Treasurer and
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE NO.
NUMBER
4.1 Securities Purchase Agreement dated as of April
14, 1999 by and among Westell Technologies, Inc.,
Castle Creek Technology Partners LLC, Marshall
Capital Management, Inc. and Capital Ventures
International, as Purchasers.
4.2 Form of 6% Subordinated Convertible Debenture
dated April 15, 1999 made by Westell Technologies,
Inc. to the order of Castle Creek Technology
Partners LLC in the amount of $9,000,000, to the
order of Marshall Capital Management, Inc. in the
amount of $6,000,000, and to the order of Capital
Ventures International in the amount of
$5,000,000.
4.3 Registration Rights Agreement dated April 15, 1999
by and among Westell Technologies, Inc., Castle
Creek Technology Partners LLC, Marshall Capital
Management, Inc. and Capital Ventures
International.
4.4 Form of Stock Purchase Warrant dated April 15, 1999 by and among
Westell Technologies, Inc., Castle Creek Technology Partners LLC
(409,091 shares), Marshall Capital Management, Inc. (272,727
shares), and Capital Ventures International (227,273 shares).
4.5 Form of Subordinated Note ("Cap Debenture").
4.6 Form of Security Agreement dated April 15, 1999
executed by Westell Technologies, Inc. in favor of
Castle Creek Technology Partners LLC, Marshall
Capital Management, Inc. and Capital Ventures
International, as Purchasers.
10.16a Amendment to Loan and Security Agreement dated as
of February 24, 1999 by and among LaSalle National
Bank, Westell Technologies, Inc., Westell, Inc.,
Westell International, Inc. and Conference Plus,
Inc.
10.16b Second Amendment to Loan and Security Agreement
dated as of April 15, 1999 by and among LaSalle
National Bank, Westell Technologies, Inc.,
Westell, Inc., Westell International, Inc. and
Conference Plus, Inc.
10.16c Subordination Agreement dated as of April 15, 1999, by and among
Castle Creek Technology Partners LLC, Marshall Capital
Management, Inc., Capital Ventures International and LaSalle
National Bank.
99.1 Press Release issued April 16, 1999.