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: December 19, 2007
(Date of earliest event reported)
ADC Telecommunications, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 0-1424
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Minnesota
(State or other jurisdiction of incorporation)
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41-0743912
(IRS Employer Identification No.) |
13625 Technology Drive, Eden Prairie, Minnesota 55344
(Address of principal executive offices, including zip code)
(952) 938-8080
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On December 19, 2007, ADC Telecommunications, Inc. (the “Company”) entered into an
Underwriting Agreement (the “Underwriting Agreement”) with Credit Suisse Securities (USA) LLC and
Morgan Stanley & Co. Incorporated (the “Underwriters”), whereby the Company agreed to sell and the
Underwriters agreed to purchase, subject to and upon terms and conditions set forth therein, $200
million in aggregate principal amount of the Company’s 3.50% Convertible Senior Notes due 2015 (the
“2015 Notes”) and $200 million in aggregate principal amount of the Company’s 3.50% Convertible
Senior Notes due 2017 (the “2017 Notes” and, together with the 2015 Notes, the “Securities”) to be
issued under the Indentures referred to below. In addition, pursuant to the Underwriting
Agreement, the Company granted to the Underwriters an option to purchase up to an aggregate of $25
million additional principal amount of the 2015 Notes and $25 million additional principal amount
of the 2017 Notes. On December 21, 2007, the Underwriters exercised this option in full. The Securities are being offered and sold under the Company’s effective
Registration Statement on Form S-3 (File No. 333-148137) filed with the Securities and Exchange
Commission on December 19, 2007. The Underwriting Agreement contains customary representations,
warranties and agreements of the Company and customary conditions to closing, indemnification
rights and obligations of the parties and termination provisions. Certain of the Underwriters and
their affiliates have performed or may perform investment banking and financial advisory services
for the Company from time to time, for which services they have or will receive customary
compensation.
On December 26, 2007, the Company entered into an indenture (the “2015 Indenture”), regarding
the 2015 Notes, and an indenture (the “2017 Indenture” and, together with the 2015 Indenture, the
“Indentures”), regarding the 2017 Notes, in each case, with U.S. Bank National Association, a
national banking association, as trustee. The Indentures set forth the rights and governing
provisions of the Securities, including:
Interest Payments and Maturity. The 2015 Notes will bear interest at a rate of 3.50%
per annum. The 2017 Notes will bear interest at a rate of 3.50% per annum. Interest on the
Securities is payable on January 15th and July 15th of each year, beginning on July 15, 2008. The
2015 Notes mature on July 15, 2015, and the 2017 Notes mature on July 15, 2017.
Conversion. Holders of the Securities may convert their Securities into a number of
shares of the Company’s common stock determined as set forth in the 2015 Indenture or the 2017
Indenture, respectively, which is referred to as the conversion rate, at their option on any day to
and including the business day immediately preceding the applicable maturity date. If, at the time
of conversion, the applicable stock price of our common stock is less than or equal to $27.00 per
share for the 2015 notes and $28.55 per share for the 2017 notes, which is referred to as the base
conversion price for each series, the 2015 notes and the 2017 notes will be convertible into
37.0336 shares and 35.0318 shares of common stock, respectively, per $1,000 principal amount of the
notes (which is referred to as the base conversion rate for each series), in each case, subject to
adjustment upon the occurrence of certain events. If, at the time of conversion, the applicable
stock price of the Company’s common stock exceeds the base conversion price, the conversion rate
will be determined pursuant to a formula resulting in the receipt of up to 27.7752 shares of common
stock per $1,000 principal amount of the 2015 notes and up to an additional 29.7770 shares of
common stock per $1,000 principal amount of the 2017 notes, in each case, subject to adjustment
upon the occurrence of certain events and determined as set forth in this prospectus.
Redemption and Repurchase. The Company may not redeem the Securities at its option.
Holders may require the Company to repurchase some or all of their Securities upon the occurrence
of a fundamental change at 100% of the principal amount of the Securities to be purchased, plus any
accrued and unpaid interest to, but excluding, the repurchase date. In addition, if certain
fundamental changes occur, the Company may be required in certain circumstances to increase the
conversion rate for any Securities converted in connection with such fundamental change by a
specified number of shares of the Company’s common stock.
Ranking. The Securities will be the Company’s general unsecured obligations and will
rank subordinate in right of payment to all of the Company’s existing and future senior
indebtedness and equal in right of payment with the Company’s existing and future subordinated
debt.
Other Terms. The 2015 Indenture and 2017 Indenture, respectively, contain customary
terms and covenants that upon certain events of default occurring and continuing, either the
trustee or the holders of not less
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than 25% in aggregate principal amount of the Securities then outstanding may declare the principal
of the Securities and any accrued and unpaid interest through the date of such declaration
immediately due and payable. In the case of certain events of bankruptcy or insolvency relating to
the Company or any of its subsidiaries, the principal amount of the Securities together with any
accrued and unpaid interest through the occurrence of such event shall automatically become and be
immediately due and payable.
The foregoing descriptions do not purport to be complete descriptions of the terms of the
Underwriting Agreement, the Indentures, the Securities or the rights of the holders of the
Securities. Such descriptions are qualified in their entirety by the terms of the Underwriting
Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K, the terms of the
2015 Indenture and the Form of Convertible Subordinated Note due 2015 and the 2017 Indenture and
the Form of Convertible Subordinated Note due 2017, which are attached as Exhibits 4.1 and 4.2,
respectively, to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
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1.1 |
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Underwriting Agreement between ADC Telecommunications, Inc. and Credit Suisse
Securities (USA) LLC and Morgan Stanley & Co. Incorporated, dated December 19, 2007. |
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4.1 |
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Indenture between ADC Telecommunications, Inc. and U.S. Bank National Association, as
trustee, dated as of December 26, 2007 (including Form of Convertible Subordinated Note due
2015). |
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4.2 |
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Indenture between ADC Telecommunications, Inc. and U.S. Bank National Association, as
trustee, dated as of December 26, 2007 (including Form of Convertible Subordinated Note due
2017). |
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