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): September 28, 1999
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Genesys Telecommunications Laboratories, Inc.
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(Exact name of registrant as specified in its charter)
California 000- 22605 94-3120525
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1155 Market Street, 11/th/ Floor, San Francisco, CA 94103
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(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (415) 437-1100
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(Former name or former address, if changed since last report)
Item 1. Changes in Control of Registrant.
(b) On September 27, 1999, Genesys Telecommunications Laboratories, Inc.,
a California corporation ("Genesys") entered into an Agreement and Plan of
Merger and Reorganization (the "Merger Agreement") with Alcatel, a company
organized under the laws of France ("Alcatel"), pursuant to which Alcatel has
agreed to acquire Genesys (the "Acquisition"). A copy of the Merger Agreement is
attached hereto as Exhibit 2.1 and incorporated herein by reference. The
Acquisition will be effected through the issuance of 1.667 American Depositary
Shares of Alcatel (the "ADSs"), each of which ADS represents one-fifth of a
share, nominal value 10 Euros per share of Alcatel, in exchange for each share
of common stock of Genesys outstanding immediately prior to the consummation of
the Acquisition, subject to the collar provision described below. The exchange
ratio is subject to a collar such that the value provided to each Genesys share,
based on the 10 day trading average ADS price for the period ending 2 trading
days prior to Genesys' shareholder meeting, shall not exceed $55.00 or be less
than $45.00. Alcatel will have the option to pay $45.00 in cash per share if
such trading average ADS price does not exceed $24.00. Alcatel will also assume
Genesys' stock options outstanding at the effective date of the Acquisition,
based on such exchange ratio. The amount of such consideration was determined
based upon arm's-length negotiations between Alcatel and Genesys. The Merger
Agreement also provides for the payment by Genesys to Alcatel under certain
circumstances of a fee of $45 million in the event the Merger Agreement is
terminated.
Unless Alcatel exercises its option to pay cash instead of exchanging
stock, the Acquisition is intended to qualify as a tax-free reorganization under
the Internal Revenue Code of 1986, as amended, and is intended to be accounted
for as a French pooling of interests. The consummation of the Acquisition is
subject to the satisfaction of certain conditions, including certain regulatory
approvals and the approval of the shareholders of Genesys. In connection with
the Acquisition, certain affiliates of Genesys have agreed to vote in favor of
approval of the Acquisition pursuant to the Voting Agreement attached hereto as
Exhibit 2.2.
A copy of the press release announcing the Merger Agreement is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
This document may include forward-looking statements within the meaning of
Safe Harbor provisions of the U.S. federal securities laws. These statements are
based on current expectations, estimates and projections about the general
economy and Alcatel's and Genesys' lines of business and are generally
identifiable by statements containing words such as "expects," "believes,"
"estimates," or similar expressions. Statements related to the future
performance involve certain assumptions, risks and uncertainties, many of which
are beyond the control of Alcatel or Genesys, and include, among others, foreign
and domestic product and price competition, cost effectiveness, changes in
governmental regulations, general economic and market conditions in various
geographic areas, interest rates and the availability of capital. Although
Alcatel and Genesys believe their respective expectations reflected in
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any such forward-looking statements are based upon reasonable assumptions, they
can give no assurance that those expectations will be achieved.
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Item 7. Financial Statements and Exhibits.
(c) Exhibits.
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2.2 Agreement and Plan of Merger and Reorganization dated as of
September 27, 1999 by and among Alcatel, Eden Merger Corp. and
Genesys Telecommunications Laboratories, Inc. (excluding exhibits).
2.3 Voting Agreement dated as of September 27, 1999 by and among
Alcatel, Ori Sasson, Gregory Shenkman, Alec Miloslavsky and Bruce
Dunlevie.
99.1 Press Release dated September 28, 1999.
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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.
Dated: September 29, 1999 GENESYS TELECOMMUNICATIONS
LABORATORIES, INC.
/s/ Richard C. DeGolia
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Name
Senior Vice President
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Title
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INDEX TO EXHIBITS
Exhibit
Number Description of Document
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2.2 Agreement and Plan of Merger and Reorganization dated as of
September 27, 1999 by and among Alcatel S.A., Eden Merger Corp., and
Genesys Telecommunications Laboratories, Inc. (excluding exhibits).
2.3 Voting Agreement dated as of September 27, 1999 by and among
Alcatel, Ori Sasson, Gregory Shenkman, Alec Miloslavsky and Bruce
Dunlevie.
99.1 Press Release dated September 28, 1999.