SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
February 7, 2000
Date of Report (Date of earliest event reported)
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ORTEL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-22598 95-349360
(State or other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)
2015 West Chestnut Street 91803-1542
Alhambra, California (Zip Code)
(Address of principal executive offices)
(626) 281-3636
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On February 7, 2000, Ortel Corporation, a Delaware corporation ("Ortel"),
entered into an Agreement and Plan of Merger (the "Merger Agreement") by and
among Ortel, Lucent Technologies Inc., a Delaware corporation ("Lucent"), and
Solara Acquisition Inc., a Delaware corporation and wholly-owned subsidiary of
Lucent ("Merger Sub"). Pursuant to the Merger Agreement, and subject to the
conditions set forth therein (including approval of the transaction by the
stockholders of Ortel), Merger Sub will be merged with and into Ortel (the
"Merger"). At the effective time of the Merger, the separate existence of
Merger Sub will cease and Ortel will continue as the surviving corporation and
as a wholly-owned subsidiary of Lucent. In connection with the Merger, holders
of outstanding shares of Ortel common stock will receive, in exchange for each
share of Ortel common stock held by them, 3.135 (the "Exchange Ratio") shares of
Lucent common stock. In addition, Lucent will assume all options outstanding
under Ortel's existing stock option plans, and each option will be or will later
become exercisable for shares of Lucent common stock rather than shares of Ortel
common stock, in an amount adjusted to reflect the Exchange Ratio, and at an
exercise price adjusted to reflect the Exchange Ratio. The Merger is intended
to be a tax-free reorganization under Section 368(a) of the Internal Revenue
Code of 1986, as amended, and is intended to be treated as a purchase for
financial accounting purposes, in accordance with generally accepted accounting
principles.
In connection with the Merger Agreement, Ortel and Lucent entered into a Stock
Option Agreement dated as of February 7, 2000, pursuant to which Lucent has the
right, under certain circumstances, to purchase up to 19.9% of the issued and
outstanding shares of Ortel common stock at a price of $177.125 per share. In
addition, a significant stockholder of Ortel who beneficially owns approximately
18.6% of the issued and outstanding shares of Ortel common stock has entered
into a Voting Agreement with Lucent dated as of February 7, 2000, pursuant to
which the stockholder has agreed to vote the shares of Ortel common stock
beneficially owned by it in favor of approval and adoption of the Merger, the
Merger Agreement, the transactions contemplated by the Merger Agreement and any
matter that relates to the Merger.
The Merger Agreement and the Stock Option Agreement are attached as Exhibits 2.1
and 10.1 hereto, respectively. On the same date, Ortel issued a press release
regarding the Merger Agreement which is attached as Exhibit 99.1 hereto.
Item 7(c). Exhibits.
See Exhibit Index.
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.
Ortel Corporation
Date: February 8, 2000 By: /s/ Roger Hay
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Name: Roger Hay
Title: Chief Financial Officer
EXHIBIT INDEX
2.1 Agreement and Plan of Merger dated as of February 7, 2000, by and among
Lucent Technologies Inc., a Delaware corporation, Solara Acquisition
Inc., a Delaware corporation, and Ortel Corporation, a Delaware
corporation.
10.1 Stock Option Agreement dated as of February 7, 2000, by and between
Ortel Corporation, a Delaware corporation, and Lucent Technologies
Inc., a Delaware corporation.
99.1 Press release dated February 7, 2000.