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)
November 20, 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)
Item 5. Other Events
On November 20, 1997, Shared Technologies Fairchild Inc. (the "Company"),
Intermedia Communications Inc. ("Intermedia") and Moonlight Acquisition Corp.,
("Purchaser") a wholly owned subsidiary of Intermedia, entered into an Agreement
and Plan of Merger dated November 20, 1997 (the "Merger Agreement"). Pursuant to
the Merger Agreement, Purchaser will be merged with and into the Company and
holders of the Company's issued and outstanding common stock, Series D preferred
stock, Series I 6% convertible preferred stock and the Series J redeemable
special preferred stock will receive in cash $15.00, $15.00, $251.21 and
$109.44, respectively. Pursuant to the Merger Agreement, Intermedia has agreed
to commence a tender offer for 4,000,000 shares of common stock of the Company
no later than November 28, 1997.
In connection with the Merger Agreement, Intermedia has entered into a
stock option agreement with certain shareholders of the Company, pursuant to
which Intermedia was granted irrevocable stock options to purchase approximately
50% of the outstanding common stock of the Company, which together with shares
owned directly by Intermedia gives Intermedia control of approximately 52.8% of
the Company's outstanding shares of common stock on a fully diluted basis.
Immediately prior to entering into the Merger Agreement, the Company
terminated (the "Termination") the Agreement and Plan of Merger (the "Tel-Save
Merger Agreement") dated as of July 16, 1997 among the Company, Tel-Save
Holdings, Inc. ("Tel-Save") and TSCHo, Inc. and accordingly the Company's
special meeting of stockholders scheduled for December 1, 1997 has been
cancelled. Pursuant to the terms of the Tel-Save Merger Agreement, the Company
paid Tel-Save a termination fee of $15 million and paid Tel-Save $11.25 million
as an extinguishement of certain stock options granted to Tel-Save in connection
with the Tel-Save Merger Agreement.
In connection with the Termination and entering into the Merger Agreement,
the Company, Intermedia, Purchaser, Tel-Save and TSHCo, Inc., have entered into
a Settlement Agreement which provides, among other things, for (i) a dismissal
of the litigation commenced by Intermedia in Chancery Court of Delaware, New
Castle County seeking to enjoin the Tel-Save merger; (ii) releases and covenants
not to sue in connection with the Merger Agreement and the Termination; and
(iii) an agreement by Tel-Save that for a period
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of one year or the earlier termination of the Merger Agreement Tel-Save will not
acquire or make any attempts to acquire the Company.
On November 21, 1997, the Company and Intermedia issued a joint press
release announcing, among other things, the execution of the Merger Agreement.
A copy of the Merger Agreement, the Stock Option Agreement, the Settlement
Agreement and the press release are attached as exhibits hereto.
Item 7. Financial Statements and Exhibits
(c) Exhibits. The following is a list of the Exhibits attached hereto.
Exhibit No. 99.1 Agreement and Plan of Merger among Shared
Technologies Fairchild Inc., Intermedia Communications
Inc. and Moonlight Acquisition Corp., dated as of
November 20, 1997.
Exhibit No. 99.2 Stock Option Agreement
Exhibit No. 99.3 Settlement Agreement between Shared
Technologies Fairchild and Tel-Save Holdings, Inc.
dated November 21, 1997
Exhibit No. 99.4 Press release issued by Shared Technologies
Fairchild Inc. and Intermedia Communications Inc. dated
November 21, 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: November 24, 1997
SHARED TECHNOLOGIES
FAIRCHILD INC.
By: /s/ Vincent DiVincenzo
-----------------------------------
Name: Vincent DiVincenzo
Title: Senior Vice President
Administration and Finance
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Exhibit Index
Exhibit No. Description
(99.1) Agreement and Plan of Merger among Shared
Technologies Fairchild Inc., Intermedia Communications
Inc. and Moonlight Acquisition Corp., dated as of
November 20, 1997.
(99.2) Stock Option Agreement
(99.3) Settlement Agreement between Shared
Technologies Fairchild and Tel-Save Holdings, Inc.
dated November 21, 1997
(99.4) Press release issued by Shared Technologies
Fairchild Inc. and Intermedia Communications Inc. dated
November 21, 1997