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): December 13, 1999
WESTELL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-27266 36-3154957
(Commission File Number) (I.R.S. Employer Identification Number)
750 North Commons Drive, Aurora, Illinois 60504
(Address of principal executive offices) (Zip Code)
(630) 898-2500
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS
On December 13, 1999, Westell Technologies, Inc. ("Westell") released a
Press Release, a copy of which is attached as Exhibit 99.1 to this Form
8-K and incorporated herein by reference, which announced the proposed
merger of a subsidiary of Westell with and into Teltrend Inc.
("Teltrend"). A copy of the Merger Agreement related to the proposed
transaction is attached hereto as Exhibit 99.2.
The merger is subject to conditions to closing including, without
limitation, approval of the Merger Agreement by Teltrend's
stockholders; the approval of Westell's stock issuance and related
transactions by Westell's stockholders; and the receipt of antitrust
clearances.
In connection with the Merger Agreement, Robert C. Penny III and Melvin
J. Simon, who together currently hold voting power over 18,907,908
shares of Westell's Class B common stock (approximately 80% of
Westell's current total outstanding voting power), entered into a
Voting Agreement with Teltrend. Under the Voting Agreement, Messrs.
Penny and Simon have agreed, individually and as trustees of various
trusts holding Westell stock, to vote all shares of Westell stock over
which they have direct or indirect voting power in favor of the
merger-related transactions if a majority of those Westell stockholders
who are neither directors or officers of Westell nor members of the
Penny or Simon families vote in favor of these transactions. A copy of
the Voting Agreement is attached hereto as Exhibit 99.3.
Also in connection with the proposed transaction, Westell executed
letter agreements with the holders of its outstanding Subordinated
Secured Convertible Debentures. Pursuant to these letter agreements,
copies of which are attached hereto as Exhibits 99.4(a)-(c), the
holders of the debentures and related warrants waived certain rights
which could arise in connection with the proposed transaction and
Westell amended the exercise price of the warrants to $5.9208 per
share.
ITEM 7. Financial Statements and Exhibits.
(c) Exhibits.
The exhibits filed herewith are listed in the Exhibit Index which
follows the signature page of this Current Report on Form 8-K.
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.
WESTELL TECHNOLOGIES, INC.
By: /s/ Robert H. Gaynor
----------------------------
Robert H. Gaynor
Chairman, Chief Executive
Officer
Dated: December 17, 1999
EXHIBIT INDEX
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Exhibit
Number Description
- ------ -----------
99.1 Press Release dated December 13, 1999.
99.2 Agreement and Plan of Merger, dated December 13, 1999, among Teltrend
Inc., Westell Technologies Inc. and Theta Acquisition Corp.
99.3 Voting Agreement, dated December 13, 1999, among Robert C. Penny III
and Melvin J. Simon, individually and as trustees of various trusts,
and Teltrend Inc.
99.4(a) Letter Agreement, dated December 13, 1999, between Westell
Technologies, Inc. and Capital Ventures International
99.4(b) Letter Agreement, dated December 13, 1999, between Westell
Technologies, Inc. and Castle Creek Technology Partners LLC
99.4(c) Letter Agreement, dated December 13, 1999, between Westell
Technologies, Inc. and Marshall Capital Management, Inc.