SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 Event Reported):
April 27, 2001
------------------------------------------------------------------------
TELIGENT, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or other jurisdiction of incorporation or organization)
000-23387 54-18665620
- ------------------------ ---------------------------------
(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 5. Other Events
On April 27, 2001, Tetsuro Mikami resigned his seat on the Teligent, Inc. (the
"Company") Board of Directors. Pursuant to the terms of the Company's
certificate of incorporation, Nippon Telegraph and Telephone Corporation
("NTT") is entitled to elect a director to replace Mr. Mikami. As of May 4,
2001, NTT has not elected a director to fill the vacancy on the Company's
Board of Directors.
On April 30, 2001, Yoav Krill was appointed as the Company's Chief Executive
Officer and on May 1, 2001 he was elected to the Company's Board of Directors.
On May 2, 2001, Michael Levitt resigned his seat on the Company's Board of
Directors. Pursuant to the Company's certificate of designation, Hicks, Muse,
Tate & Furst Incorporated and its affiliates ("Hicks, Muse") are entitled to
elect a director to replace Mr. Levitt. As of May 4, 2001, Hicks, Muse has not
elected a director to fill the vacancy on the Company's Board of Directors. On
the same date, Steven F. Bell and Peter T. Garahan resigned their positions
with the Company. Mr. Bell was the Company's Senior Vice President of Human
Resources and Mr. Garahan was the Company's Vice-Chairman and Chief Financial
Officer.
On May 2, 2001, the Company announced that it requested a hearing before a
Nasdaq Listing Qualifications Panel to ask for continued listing of the
Company's Class A common stock on the Nasdaq National Market and that it had
received a Nasdaq Staff Determination letter on April 25, 2001, indicating
that the Company failed to maintain a minimum bid price of $5.00 per share
over the previous 30 consecutive trading days, as more fully described in the
press release, a copy of which is filed as Exhibit 99.1 hereto and which
information is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
99.1 Press release, dated May 2, 2001.
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: May 4, 2001 By: /s/ Stuart H. Kupinsky
----------------------
Name: Stuart H. Kupinsky
Title: Vice President for Law
and Business Affiars
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
99.1 Press release, dated May 2, 2001.
EXHIBIT 99.1
CONTACTS: FOR IMMEDIATE RELEASE
Media Investors
TITA THOMPSON KERRY WATTERSON
Voice: 703.288.5775 Voice: 703.762.5458
tita.thompson@teligent.com kerry.watterson@teligent.com
TELIGENT REQUESTS HEARING WITH NASDAQ
VIENNA, VA., MAY 2, 2001 - Teligent, Inc. (NASDAQ: TGNT), a global leader in
broadband communications, today announced that it has requested a hearing
before a Nasdaq Listing Qualifications Panel to ask for continued listing of
the company's stock on the Nasdaq National Market. The request follows
Teligent's receipt of a Nasdaq Staff Determination on April 25, 2001,
indicating that Teligent failed to maintain a minimum bid price of $5.00 per
share over the previous 30 consecutive trading days as required for continued
listing pursuant to Marketplace Rule 4450(b)(4), and that its securities are,
therefore, subject to delisting from the Nasdaq National Market. There can be
no assurance the Panel will grant the hearing or the request for continued
listing.
ABOUT TELIGENT
Based in Vienna, Virginia, Teligent, Inc. is a global leader in broadband
communications offering business customers local, long distance, high-speed
data and dedicated Internet services over its digital SmartWave(TM) local
networks in major markets throughout the United States. The company is working
with international partners to extend its reach into Europe, Asia and Latin
America. Teligent's offerings of regulated services are subject to all
applicable regulatory and tariff approvals.
For more information, visit the Teligent website at: www.teligent.com
Teligent is a registered trademark of Teligent, Inc. SmartWave is an exclusive
trademark of Teligent, Inc.
Except for any historical information, the matters discussed in this press
release contain forward-looking statements that reflect the company's current
views regarding future events. These forward-looking statements involve risks
and uncertainties that could affect the company's growth, operations, markets,
products and services. The company cannot be sure that any of its expectations
will be realized. Factors that may cause actual results, performance or
achievement to differ materially from those contemplated by its forward
looking statements include, without limitation: 1) The success of the company
in obtaining additional financing to pursue its business plan; 2) The ability
of the company to comply with financial and other covenants in its debt
instruments and to meet its existing debt service obligations; 3) The ability
of the company to maintain the listing of its shares on the Nasdaq National
Market or another principal trading exchange or market; 4) The volatility of
the market, including changes in the valuations of other telecommunications
and fixed wireless telecommunications companies; 5) The company's ability to
successfully implement its new on-net strategy; 6) The timely supply of
telecommunications equipment critical for the services the company provides;
7) The company's pace of entry into new domestic and international market
areas and the ability to secure building access; 8) The company's success in
obtaining spectrum licenses in international markets and its ability to
negotiate definitive agreements with its international joint venture partners;
9) The ability of the company to hire or retain qualified personnel to operate
its business; 10) The impact of changes in telecommunication laws and
regulations; 11) The success the company has in gaining regulatory approval
for its products and services, when required; 12) The ability of the company
to adjust to rapid changes in technology and to prevent misappropriation of
its technology; 13) The intensity of competition in the markets in which the
company provides service and its ability to attract and retain a sufficient
number of revenue-generating customers in such markets; 14) General economic
conditions and the condition of the financial markets, particularly within the
communications and technology sectors which have historically been more
volatile than the markets; and 15) Other factors discussed in the company's
filings with the Securities and Exchange Commission.
# # #