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 19, 1996
Spectrian Corporation
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(Exact name of registrant as specified in its charter)
California 0-24360 77-0023003
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
350 West Java Drive, Sunnyvale, California 94089
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 745-5400
Item 5. Other Events
Spectrian Corporation (the "Company") entered into several agreements
each dated November 19, 1996 in connection with a sale/leaseback transaction
with respect to certain properties located at 350 West Java Drive, Sunnyvale,
California and at 160 Gibraltar Court, Sunnyvale, California (the "Properties").
Pursuant to the agreements, the Company sold the Properties to SPEC (CA) QRS
12-20 , Inc. ("SPEC"), and pursuant to the terms of a lease agreement, SPEC
agreed to lease the Properties to the Company for a term of 15 years (with two
options to extend the lease for up to an additional ten years) at a base rent of
$1,925,000 per annum, payable quarterly in equal installments of $481,250,
subject to adjustment. In addition, the Company has deposited with SPEC $962,500
as a security deposit under the Lease Agreement. The Lease Agreement also
provides that the Company shall have the right of first refusal to purchase the
Properties from SPEC upon the occurrence of certain conditions. In connection
with the purchase, leasing and financing of the Properties by SPEC, the Company
has agreed to pay up to $250,000 of SPEC's out of pocket costs incurred with
respect thereto. Proceeds to the Company from the sale of the Properties were
$16.3 million, net of fees, commissions and closing costs. The Company intends
to use the net proceeds from this transaction for the repayment of indebtedness
and for working capital purposes.
A copy of the press release, dated December 2, 1996, which publicly
announces the transaction is filed herewith as Exhibit 99.1.
Item 7. Financial Statements and Exhibits.
a. Financial Statements: not applicable.
b. Pro Forma Financial Information: not applicable.
c. Exhibits:
10.22 Lease Agreement dated November 19, 1996 between the
Registrant and SPEC (CA) QRS 12-20 , Inc.
10.23 Bill of Sale dated November 19, 1996 by the
Registrant to SPEC (CA) QRS 12-20 , Inc.
99.1 Press Release dated December 2, 1996.
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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.
SPECTRIAN CORPORATION
Dated: December 3, 1996 By: /s/ EDWARD A. SUPPLEE, JR.
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Edward A. Supplee, Jr.
Executive Vice President, Finance and
Administration, Chief Financial Officer
and Secretary
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INDEX TO EXHIBITS
Exhibit No. Description
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10.22 Lease Agreement dated November 19, 1996 between the Registrant and SPEC
(CA) QRS 12-20 , Inc.
10.23 Bill of Sale dated November 19, 1996 by the Registrant to SPEC (CA) QRS
12-20 , Inc.
99.1 Press Release dated December 2, 1996
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