SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Event Reported):
January 18, 2000 (January 14, 2000)
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TELIGENT, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or other jurisdiction of incorporation or organization)
000-23387 54-18665620
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(Commission File Number) (IRS Employer Identification No.)
8065 Leesburg Pike
Suite 400
Vienna, Virginia 22182
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code (703) 762-5100
Item 1. Changes in Control of Registrant.
On June 1, 1999, Liberty Media Corporation, a Delaware corporation
("Liberty Media") and The Associated Group, Inc., a Delaware corporation
("Associated"), announced that they had entered into a definitive merger
agreement, dated as of May 28, 1999 and amended and restated as of October 28,
1999, pursuant to which the Liberty Media Group acquired Associated. The
merger occurred on January 14, 2000. Prior to the merger, Associated held all
the outstanding Series B-1 common stock of the Registrant, which in accordance
with its terms, was entitled to elect a majority of the directors of the
Registrant. As a result of the merger, the Series B-1 common stock held by
Associated was converted into a like number of shares of Class A common stock.
Alex J. Mandl, Liberty Media, Telcom-DTS Investors, L.L.C.
("Telcom"), and Microwave Services, Inc. ("MSI"), entered into a Stockholders
Agreement dated as of January 13, 2000. The Stockholders Agreement provides
that the parties will vote their shares so that the Board of Directors of the
Registrant shall consist of eight directors, of which three directors will be
nominees of Liberty Media and two directors will be nominees of Telcom. The
other three directors will be Alex J. Mandl for so long as Alex J. Mandl is
Chief Executive Officer, one director nominated by Nippon Telegraph and
Telephone Corporation ("NTT"), the holder of the Registrant's Series B-3
common stock, for so long as the holders of Series B-3 common stock are
entitled to designate a director, and one director nominated by Hicks, Muse,
Tate & Furst, its affiliates and their officers, directors, partners and
employees and their families for so long as such group holds a specified
amount of shares of Series A preferred stock or shares of common stock issued
upon conversion thereof. In the event that Alex J. Mandl is no longer a
director, NTT is no longer entitled to designate a director or the HMTF
Holders are no longer entitled to designate a director, the replacement for
such director will be an Additional Designee (as defined in the Stockholders
Agreement) not affiliated with any of the parties to the Stockholders
Agreement or their respective affiliates who is mutually acceptable to each of
the directors designated by MSI and Telcom and one other director. The
Stockholders Agreement terminates on the earlier of the following: (i) the
consummation of a merger transaction in which all of the outstanding shares of
Class A common stock of the Registrant are acquired by any party, (ii)
September 30, 2001 and (iii) September 30, 2000 (in the case of a written
agreement between MSI and Telcom prior to such date, providing that the
Stockholders Agreement shall be terminated as of September 30, 2000).
The following persons are currently directors of the Registrant:
Robert R. Bennett, David J. Berkman, Thomas O. Hicks, Gary S. Howard, Alex J.
Mandl, Tetsuro Mikami, Dr. Rajendra Singh, and Neera Singh.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Exhibits
10.1 Stockholders Agreement, dated as of January 13, 2000.
10.2 Stock Purchase Agreement, dated as of November 4, 1999,
between the Issuer and the Purchasers (as defined in the Stock
Purchase Agreement) named on Schedule I thereto, relating to
the purchase and sale of 7-3/4% Series A Convertible Preferred
Stock of Teligent, Inc.
10.3 Registration Rights Agreement, dated as of November 4,
1999, between the Issuer and each of the Initial Holders (as
defined in the Registration Rights Agreement).
10.4 Certificate of Designation of the Powers, Preferences and
Relative, Participating, Optional and Other Special Rights of
7-3/4% Cumulative Convertible Preferred Stock and
Qualifications, Limitations and Restrictions Thereof.
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.
TELIGENT, INC.
Dated: January 18, 2000 By: /s/ Abraham L. Morris
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Name: Abraham L. Morris
Title: Senior Vice President,
Chief Financial Officer, and
Treasurer