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): November 15, 1999
Stanford Telecommunications, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 001-11473 94-2207636
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
1221 Crossman Avenue, Sunnyvale, California 94089
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 408-745-0818
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N/A
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(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
On November 15, 1999, Stanford Telecommunications, Inc., a Delaware
corporation ("STel"), sold to Intel Corporation, a Delaware corporation
("Intel"), substantially all of the assets of STel's telecom components products
(TCP) division, pursuant to an Asset Purchase Agreement, dated as of September
22, 1999 (the "Agreement"). The TCP division produces and sells wireless
broadband silicon components, including wireless Local Multipoint Distribution
System (LMDS) and Multipoint Multichannel Distribution System (MMDS) broadband
silicon components. The TCP division's products are manufactured for head-end
equipment used by cable companies and broadband wireless service providers, as
well as customer premise equipment such as cable modems and set-top boxes.
In consideration of the sale of assets, Intel paid to STel a purchase price
of $37.5 million in cash and assumed certain liabilities of the TCP division.
The purchase price was determined by arms' length negotiations between STel and
Intel.
In connection with the Agreement, Intel granted to STel a license under
certain patents and patent applications for the purpose of STel making, having
made and selling wireless LMDS/MMDS and satellite broadband board and system
level products, and STel granted to Intel a license to all intellectual property
rights necessary to the conduct of the business of the TCP division. Also in
connection with the Agreement, STel and Intel entered into an Original Equipment
Manufacturer Agreement relating to the purchase by STel of specified silicon
component products from Intel.
The foregoing summary of the Agreement is not complete and is qualified in
its entirety by reference to the Agreement, a copy of which is filed as an
Exhibit to this Form 8-K and is incorporated herein by this reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not applicable
(b) Pro Forma Financial Information.
The registrant is unable to provide at this time the pro forma
financial information required to be included in this Form 8-K. Such pro forma
financial information will be filed by an amendment to this Form 8-K within 60
days following the date hereof.
(c) Exhibits
Exh. Description
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2.1 Asset Purchase Agreement, dated as of September 22, 1999, by
and between Intel Corporation and Stanford Telecommunications,
Inc. (Portions of this exhibit have been omitted pursuant to a
request for confidential treatment. The omitted material is
being filed separately with the Securities and Exchange
Commission.)
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SIGNATURE
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.
Stanford Telecommunications, Inc.
Dated: November 29, 1999 By: /s/ Jerome F. Klajbor
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Name: Jerome F. Klajbor
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Title: Vice President, Chief Financial Officer
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EXHIBIT INDEX
Exhibit Description
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2.1 Asset Purchase Agreement, dated as of September 22, 1999, by and
between Intel Corporation and Stanford Telecommunications, Inc.
(Portions of this exhibit have been omitted pursuant to a request for
confidential treatment. The omitted material is being filed
separately with the Securities and Exchange Commission.)