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) August 17, 1999
EXCEL SWITCHING CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MASSACHUSETTS
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(STATE OR OTHER JURISDICTION OF INCORPORATION)
0-23263 04-2992806
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(COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
255 INDEPENDENCE DRIVE
HYANNIS, MASSACHUSETTS 02601
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
Registrant's telephone number, including area code:
(508) 862-3000
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ITEM 5. OTHER EVENTS
Pursuant to an Agreement and Plan of Merger dated as of August 17, 1999
(the "Merger Agreement") by and among Lucent Technologies Inc. ("Lucent"), Excel
Switching Corporation ("Excel"), and Dallas Merger Inc., a wholly-owned
subsidiary of Lucent ("Merger Sub"), Merger Sub will merge (the "Merger") with
and into Excel, with the separate corporate existence of Merger Sub ceasing and
Excel continuing as the surviving corporation and a wholly-owned subsidiary of
Lucent. At the effective time of the Merger (the "Effective Time"), each share
of Excel's common stock issued and outstanding immediately prior to the
Effective Time will be converted automatically into the right to receive .558
shares of Lucent's common stock. The value of the transaction, based on the
trailing three-day average of the closing price of Lucent's common stock, is
approximately $1.7 billion as of the date of execution of the Merger Agreement.
A copy of the Merger Agreement is attached hereto as Exhibit 2.1 and is hereby
incorporated by reference.
The consummation of the Merger is subject to various conditions
precedent, including (i) approval of the Merger Agreement by the stockholders of
Excel, (ii) expiration or early termination of the waiting period required under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (iii)
that the transaction be accounted for as a pooling of interests.
In connection with the Merger, Lucent and certain stockholders of Excel
entered into a Stockholders Agreement (the "Stockholders Agreement"), pursuant
to which such stockholders of Excel have agreed to vote their shares in favor of
the approval of the Merger Agreement. The form of Stockholders Agreement is
attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger dated as of August 17, 1999
by and among Lucent Technologies Inc., a Delaware
corporation, Dallas Merger Inc., a Massachusetts
corporation, and Excel Switching Corporation, a
Massachusetts corporation.
99.1 Stockholders Agreement dated as of August 17, 1999
by and among Lucent Technologies Inc., a Delaware
corporation, and certain stockholders of Excel
Switching Corporation.
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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.
EXCEL SWITCHING CORPORATION
Dated: August 25, 1999 By: /s/ CHRISTOPHER STAVROS
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Christopher Stavros
Vice President and General Counsel
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger dated as of August
17, 1999 by and among Lucent Technologies Inc.,
a Delaware corporation, Dallas Merger Inc., a
Massachusetts corporation, and Excel Switching
Corporation, a Massachusetts corporation.
99.1 Stockholders Agreement dated as of August 17, 1999
by and among Lucent Technologies Inc., a Delaware
corporation, and certain stockholders of Excel
Switching Corporation.
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