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 10, 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
of Incorporation) Identification No.)
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, the Registrant entered into an Agreement and Plan of
Merger (the "Merger Agreement") with Stanford Telecommunications, Inc., a
Delaware corporation ("Stanford Telecom"), and Saturn Acquisition Corp., a
Delaware corporation and a wholly owned subsidiary of the Registrant ("Merger
Sub"), which provided for the acquisition of Stanford Telecom by the Registrant
in a tax-free, stock-for-stock exchange.
On November 10, 1999, the Registrant, Stanford Telecom and Merger Sub
amended and restated the Merger Agreement (the "Amended Merger Agreement") in
order to change the structure of the merger into a cash-for-stock exchange, in
which each share of Stanford Telecom common stock issued and outstanding prior
to the effective time of the merger will be automatically converted into the
right to receive in cash, without interest, an amount equal to U.S. $34.22. The
other terms of the Amended Merger Agreement are substantially similar to the
terms of the original Merger Agreement.
The Amended Merger Agreement will be subject to the approval of Stanford
Telecom's stockholders at a special meeting to be called for purposes of
approving the merger.
In connection with the change in the structure of the merger, the
Registrant applied on November 12, 1999 to the Securities and Exchange
Commission to withdraw its Registration Statement on Form S-4 (No. 333-88763),
filed on October 12, 1999, because it will no longer issue any shares to
Stanford Telecom stockholders in the merger. However, the Registrant will assume
Stanford Telecom employee stock options which remain unexercised at the
effective time of the merger, and the registrant intends to file a Registration
Statement on Form S-8 in respect of those employee stock options.
The foregoing summary of the Amended Merger Agreement is not complete and
is qualified in its entirety by reference to the Amended Merger Agreement. A
copy of the Amended Merger Agreement is filed as an exhibit to this Form 8-K and
is incorporated herein by this reference. The press release relating to the
Amended Merger Agreement is also filed as an exhibit to this Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
2.1 Amended and Restated Agreement and Plan of Merger, dated as of June
22, 1999, as amended as of August 20, 1999 and amended and restated as
of November 10, 1999, by and among Stanford Telecom, the Registrant
and Merger Sub
99.1 Joint Press Release issued by the Registrant and Stanford Telecom
on November 10, 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: November 17, 1999 By: /s/ Kenneth B. Wigglesworth
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Name: Kenneth B. Wigglesworth
Title: Executive Vice President Finance
and Chief Financial Officer
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EXHIBIT INDEX
Exhibit Description
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2.1 Amended and Restated Agreement and Plan of Merger, dated as of
June 22, 1999, amended as of August 20,1999 and amended and
restated as of November 10, 1999, by and among the Registrant,
Stanford Telecom and Merger Sub
99.1 Joint Press Release issued by the Registrant and Stanford Telecom
on November 10, 1999