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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): JULY 16, 1996
APPLIED DIGITAL ACCESS, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 000-23698 68-0132939
(State of other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
9855 SCRANTON ROAD, SAN DIEGO, CALIFORNIA 92121
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (619) 623-2200
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Item 2. Acquisition or Disposition of Assets
a) On July 16, 1996, Applied Digital Access, Inc. (the "Company"),
acquired certain assets of MPR Teltech Ltd., ("MPR Teltech"), a subsidiary of BC
TELECOM, Inc. The assets acquired were part of MPR Teltech's operating unit
commonly known as the Special Services Network division ("SSN"). The Company and
its Canadian subsidiary, Applied Digital Access - Canada, Inc. ("ADA-Canada")
acquired the assets for $4.2 million in cash and 150,000 shares of the Company's
common stock. The cash payment was made from the Company's existing funds.
The acquisition of the assets will be treated as a purchase
for accounting purposes. Accordingly, the Company will allocate the purchase
price to the fair value of the tangible and intangible assets, including
goodwill, acquired. The assets acquired include equipment, furniture, and
intangible assets valued at approximately $5.5 million.
b) The SSN operating unit of MPR Teltech, located in Vancouver, British
Columbia, Canada, is an operations systems software development group with
expertise in development of network management systems for public carriers. SSN
developed operations systems software for Prism Systems Ltd., a joint venture of
Northern Telecom ("Nortel") and BC TELECOM. Nortel subsequently acquired BC
TELECOM's interest in November 1994 and re-positioned it with the Northern
Telecom Network Services Management division in December 1995. SSN has become
part of ADA-Canada and will develop network performance management operations
systems software products for the Company and its customers, including Nortel.
The Company intends to use the acquired equipment in the same manner in which it
was previously used and intends to maintain a majority of these assets and
related operations in Vancouver, British Columbia, Canada for the foreseeable
future.
The Company expects to take a one-time charge in the third
quarter for purchased research and development related to the asset acquisition.
Item 7. Financial Statements and Exhibits
a) Financial Statements of SSN operating unit of MPR Teltech:
As of the filing of this report it was impractical to provide
the financial statements of SSN. The Company will file the required financial
statements under cover of Form 8-K/A on or before September 30, 1996.
b) Pro Forma Financial Information:
As of the filing of this report it was impractical to provide
pro forma financial information. The Company will file the required pro forma
financial information under cover of Form 8-K/A on or before September 30, 1996.
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c) Exhibits:
2.1 Asset Purchase Agreement effective July 16, 1996 between
Applied Digital Access, Inc. and MPR Teltech Ltd., with the
Exhibits which contain information which may be material to an
investment decision and which are not otherwise disclosed in
the agreement. Certain exhibits have been omitted pursuant to
Item 601. (b)(2) of Regulation S-K of the Securities Exchange
Act of 1934, as amended. The Company agrees to furnish
supplementally a copy of any omitted schedule to the
Commission upon request.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Applied Digital Access, Inc.
Date: July 31, 1996 /s/ Peter P. Savage
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Peter P. Savage
Director, President and
Chief Executive Officer
Date: July 31, 1996 /s/ James L. Keefe
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James L. Keefe
Vice President Finance and
Administration and Chief
Financial Officer
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LIST OF OMITTED SCHEDULES
The following schedules have been omitted from this agreement:
1. Schedule A, Purchased Assets
2. Schedule B, Contracts
3. Schedule C, Third Party Software Licenses
4. Schedule D, Allocation of Purchase Price
5. Schedule E, Employees and Employee Benefits
6. Schedule F, Purchaser's Offers to Employees