UNITED STATES 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, 1997
SHARED TECHNOLOGIES FAIRCHILD INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-17366 87-0424558
(Commission (IRS Employer
File Number) Identification
No.)
100 Great Meadow Road, Suite 104, Wethersfield,
Connecticut 06109
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (860) 258-2400
N.A.
(Former name or former address, if changed since last report)
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Item 5. Other Events
On July 16, 1997, Shared Technologies Fairchild Inc. (the "Company"),
Tel-Save Holdings Inc. ("Tel-Save"), and TSHCo, Inc. ("Merger Sub"), a wholly
owned subsidiary of Tel-Save, entered into an Agreement and Plan of Merger (the
"Merger Agreement"). Pursuant to the Merger Agreement the Company shall be
merged (the "Merger") with and into Merger Sub and each common stock holder of
the Company shall receive for each share of the Company's common stock $11.25
worth of shares of common stock of Tel-Save based upon the average closing price
of Tel-Save common stock for the 15 trading days ending on the third business
day prior to the closing of the Merger. Holders of Series C and Series D
preferred stock of the Company will receive preferred stock in Tel-Save with
substantially identical terms to the series C and D preferred stock of the
Company. The Merger is intended to be a tax-free exchange of shares and is
expected to qualify for pooling of interests accounting treatment. The Merger is
subject to approval of stockholders of both companies and other customary
closing conditions.
In connection with the Merger Agreement, the Company has entered into a
Stock Option Agreement with Tel-Save pursuant to which Tel-Save has the option
(the "Option") to acquire 3,000,000 shares of common stock of the Company upon
the termination of the Merger Agreement under certain circumstances (a "Purchase
Event"). The Option expires on the earlier of (a) consummation of the Merger,
(b) January 15, 1998 or (c) the termination of the Merger Agreement other than
pursuant to a Purchase Event (as such term is defined in the Stock Option
Agreement). In addition, the Company has entered into a Voting Agreement with
Daniel Borislow, the Chairman and Chief Executive Officer of Tel-Save, pursuant
to which Mr. Borislow has agreed to vote his shares of Tel-Save common stock in
favor of the Merger and the Merger Agreement.
Copies of the Merger Agreement, Stock Option Agreement, Voting Agreement
and press release announcing the execution of the Merger Agreement are attached
as exhibits to this Form 8-K and are incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(a) Exhibits
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(1) Agreement and Plan of Merger by and among Shared Technologies Fairchild
Inc., Tel-Save Holdings, Inc., and TSHCo, Inc., dated July 16, 1997
(2) Stock Option Agreement dated July 16, 1997 between the Company and
Tel-Save Holdings, Inc.
(3) Voting Agreement between the Company and Daniel Borislow dated July 16,
1997
(4) Press Release dated July 17, 1997
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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.
Date: July 21, 1997 SHARED TECHNOLOGIES
FAIRCHILD INC.
By:/s/ Kenneth Dorros
Name: Kenneth Dorros
Title: Senior Vice President,
General Counsel & Secretary
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Exhibit Index
Exhibit No. Description
(1) Agreement and Plan of Merger by and among Shared Technologies Fairchild
Inc., Tel-Save Holdings, Inc., and TSHCo, Inc., dated July 16, 1997
(2) Stock Option Agreement between Shared Technologies Fairchild Inc. and
Tel-Save Holdings, Inc. dated July 16, 1997
(3) Voting Agreement between Shared Technologies Fairchild Inc. and Daniel
Borislow dated July 16, 1997
(4) Press Release dated July 17, 1997