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): June 22, 1999
Newbridge Networks Corporation
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(Exact Name of Registrant as Specified in Charter)
Canada 001-13316 98-0077506
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(State or Other Jurisdiction (Commission File Number) (IRS Employer Identification No.)
of Incorporation
600 March Road, Kanata, Ontario, Canada K2K 2E6
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (613) 591-3600
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N/A
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(Former name or former address, if changed since last report)
Item 5. Other Events.
On June 22, 1999, Newbridge Networks Corporation, a Canadian corporation
("Newbridge") entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Stanford Telecommunications, Inc., a Delaware corporation
("STel"), and Saturn Acquisition Corp., a Delaware corporation and a wholly
owned subsidiary of Newbridge ("Merger Sub"), which provides for the acquisition
of STel by Newbridge in a tax-free, stock-for-stock exchange. Pursuant to the
Merger Agreement, Merger Sub will be merged with and into STel (the "Merger"),
and STel will become a wholly owned subsidiary of Newbridge.
Consummation of the Merger is subject to certain conditions, including the
following:
. approval by STel's stockholders, at a special meeting of stockholders,
to be called for the purpose of voting on the Merger (the "Special Meeting");
. STel having entered into a definitive agreement or agreements to sell
certain business units (the "Non-Core Assets") to one or more third party buyers
for an aggregate purchase price which will result in after-tax net cash proceeds
to STel of not less than $102 million;
. regulatory approvals; and
. other customary conditions.
The Non-Core Assets to be sold to one or more third party buyers consist of
STel's operations in Satcom Ground Systems, Communications Systems
Integration, Applied Technology Operation, Advanced Communications Systems and
Manufacturing & Quality Assurance.
In the Merger, for each share of STel common stock, the STel stockholders
will receive Newbridge common shares with a value equal to (a) $30, subject to
adjustment if the value of the Newbridge common shares is less than $24, and (b)
an amount based upon a formula which includes the proceeds from the sale of the
Non-Core Assets (the "Contingent Value"). The number of Newbridge shares to
be received by the STel stockholders will be determined based on the average
closing price of the Newbridge common shares during the 10 trading day period
ending on the fifth trading day preceding the Special Meeting. The Contingent
Value may be as high as $5; however, it is possible that the after-tax net
cash proceeds from the sale of the Non-Core Assets may result in the
Contingent Value being minimal.
If the Non-Core Assets have not been sold by the closing of the Merger then
the Contingent Value will become payable following completion of the sale of the
Non-Core Assets. In such event, at the time of the Merger, Newbridge and a
rights agent will enter into a Contingent Value Rights Agreement and the STel
stockholders will receive a certificate to evidence their right to the
Contingent Value, which right will not be transferable.
Pursuant to the Merger Agreement, STel has granted Newbridge an option to
acquire a non-exclusive license to STel's wireless broadband technology (the
"Technology Option Agreement"), which option would be exercisable at $69 million
if a third party acquired control of STel. Also pursuant to the Merger
Agreement, STel has granted Newbridge an option to purchase unissued shares of
STel common stock equal to 19.9% of the issued and outstanding STel common stock
(the "Stock Option Agreement"), at $35 per share, upon the occurrence of certain
events which could give rise to a termination of the Merger Agreement.
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Certain officers and directors of STel have entered into voting agreements
(the "Voting Agreements") with Newbridge providing that such officers and
directors will vote, in their capacity as stockholders, in favor of the
adoption of the Merger Agreement and approval of the Merger.
The foregoing summaries of certain principal terms of the Merger Agreement,
Technology Option Agreement, Stock Option Agreement and Voting Agreements are
not complete and are qualified in their entirety by reference to the
agreements. Copies of the Merger Agreement, Technology Option Agreement and
Stock Option Agreement and the form of the Voting Agreement are filed as
Exhibits to this Form 8-K and are incorporated herein by this reference. The
form of the Contingent Value Rights Agreement that may be entered into between
Newbridge and a rights agent, under the circumstances described above, also is
filed as an Exhibit to this Form 8-K.
A registration statement relating to the Newbridge common shares to be
issued in the Merger will be filed with the Securities and Exchange Commission,
as will a proxy statement relating to the Special Meeting.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of June 22, 1999, by
and among Newbridge, STel and Merger Sub
99.1 Wireless Broadband Products Technology License Option
Agreement, dated as of June 22, 1999, between Newbridge and
STel
99.2 Stock Option Agreement, dated as of June 22, 1999, between
Newbridge and STel
99.3 Form of Voting Agreement
99.4 Form of Contingent Value Rights Agreement
99.5 Joint Press Release issued by Newbridge and STel on June 22,
1999
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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.
Newbridge Networks Corporation
Dated: June 29, 1999 By: /s/ Peter Nadeau
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Name: Peter Nadeau
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Title: Vice President and General Counsel
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EXHIBIT INDEX
Exhibit Description
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2.1 Agreement and Plan of Merger, dated as of June 22, 1999, by and among
Newbridge, STel and Merger Sub
99.1 Wireless Broadband Products Technology License Option Agreement, dated
as of June 22, 1999, between Newbridge and STel
99.2 Stock Option Agreement, dated as of June 22, 1999, between Newbridge
and STel
99.3 Form of Voting Agreement
99.4 Form of Contingent Value Rights Agreement
99.5 Joint Press Release issued by Newbridge and STel on June 22, 1999