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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) December 23, 1997
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Applied Digital Access, Inc.
(Exact name of registrant as specified in its charter)
Delaware 000-23698 68-0132939
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
9855 Scranton Road, San Diego, California 92121
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (619) 623-2200
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
On December 23, 1997, Applied Digital Access, Inc., a California
corporation ("ADA California"), merged into Applied Digital Access, Inc., a
Delaware corporation (the "Company") to effect a reincorporation into Delaware.
Pursuant to the Agreement and Plan of Merger between the Company and ADA
California, (i) each share of ADA California's Common Stock, no par value (the
"ADA California Common Stock"), was automatically converted into one share of
the Company's common stock, $0.001 par value (the "Common Stock"), on the
effective date of the merger and (ii) each outstanding and unexercised option or
other right to purchase ADA California Common Stock became an option or other
right to purchase the Company's Common Stock on the basis of one share of the
Company's Common Stock for each share of ADA California Common Stock issuable
pursuant to any such option or stock purchase right, on the same terms and
conditions and at an exercise price per share equal to the exercise price
applicable to any such ADA California option or stock purchase right. Pursuant
to the Agreement and Plan of Merger between the Company and ADA California, the
Company succeeded by operation of law to all of the assets and liabilities of
ADA California.
This description is a summary only and is qualified by reference in its
entirety to the documents filed.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements: Not applicable.
(b) Pro Forma Financials: Not Applicable
(c) Exhibits
The following Exhibits are hereby filed as part of this Current
Report on Form 8-K.
EXHIBIT DESCRIPTION
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2.1 Agreement and Plan of Merger, dated December 23, 1997, by and
between the Company and ADA California.
3.1 Certificate of Incorporation of the Company, as filed with the
Secretary of State of the State of Delaware on June 9, 1997.
3.2 Bylaws of the Company.
[Remainder of This Page Intentionally Left Blank]
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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.
Applied Digital Access, Inc.
Date: December 23, 1997 By: /s/ Peter P. Savage
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Peter P. Savage
Director, President and Chief
Executive Officer
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EXHIBIT INDEX
The following Exhibits are filed herewith:
EXHIBIT DESCRIPTION
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2.1 Agreement and Plan of Merger, dated December 23, 1997, by and
between the Company and ADA California.
3.1 Certificate of Incorporation of the Company, as filed with the
Secretary of State of the State of Delaware on June 9, 1997.
3.2 Bylaws of the Company.
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