-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JV7WRliAkzXO+xXnuk6oJnp838eqx6QF4R/VwMgbK6EfanzjGQNSHlTQuYttNzqi 5fjz8pVb29lb5eAiDIH6Kg== 0001157523-04-005642.txt : 20040614 0001157523-04-005642.hdr.sgml : 20040611 20040614154812 ACCESSION NUMBER: 0001157523-04-005642 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040614 ITEM INFORMATION: Other events FILED AS OF DATE: 20040614 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERDIGITAL COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000354913 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 231882087 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11152 FILM NUMBER: 04861483 BUSINESS ADDRESS: STREET 1: 781 THIRD AVE CITY: KING OF PRUSSIA STATE: PA ZIP: 19406-1409 BUSINESS PHONE: 6102787800 MAIL ADDRESS: STREET 1: 781 THIRD AVE STREET 2: 2200 RENAISANCE BLVD STE 105 CITY: KING OF PRUSSIA STATE: PA ZIP: 19406-1409 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL MOBILE MACHINES CORP DATE OF NAME CHANGE: 19920703 8-K 1 a4659086.txt INTERDIGITAL COMMUNICATIONS 8-K ================================================================================ 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 (Date of earliest event reported): June 10, 2004 -------------- InterDigital Communications Corporation (Exact name of registrant as specified in its charter) Pennsylvania 1-11152 23-1882087 (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 781 Third Avenue, King of Prussia, PA 19406-1409 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: 610-878-7800 ================================================================================ Item 5. Other Events and Required FD Disclosure. InterDigital Communications Corporation issued a press release on June 10, 2004 announcing that its Board of Directors approved the repurchase of up to one million shares of the Company's outstanding Common Stock, and approved the redemption of all shares outstanding of the Company's $2.50 Cumulative Convertible Preferred Stock. A copy of the press release is attached hereto as Exhibit 99.1. Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. INTERDIGITAL COMMUNICATIONS CORPORATION By: /s/ Howqrd E. Goldberg ------------------------------- Howard E. Goldberg Chief Executive Officer Dated: June 14, 2004 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press release dated June 10, 2004 EX-99.1 2 a4659086ex991.txt PRESS RELEASE Exhibit 99.1 InterDigital's Board Authorizes Buyback of up to One Million Shares of Common Stock and Redemption of $2.50 Cumulative Convertible Preferred Stock KING OF PRUSSIA, Pa.--(BUSINESS WIRE)--June 10, 2004--InterDigital Communications Corporation (Nasdaq:IDCC), a leading architect, designer and provider of wireless technology and product platforms, today announced that its Board of Directors approved the repurchase of up to one million shares of the Company's outstanding Common Stock at its recent Board meeting. The shares may be repurchased from time-to-time through open-market purchases or prearranged plans. The amount and timing of purchases will be based on a variety of factors, including potential stock acquisition price, cash requirements, acquisition opportunities, strategic investments and other market and economic factors. A portion of the repurchased shares may be used for the Company's equity-based incentive, retention and other benefit programs and the balance will be available for other general corporate purposes. The Company also announced that it will redeem all of its $2.50 Cumulative Convertible Preferred Stock ("Preferred Stock") outstanding as of June 15, 2004. As of June 4, 2004, the number of shares of Preferred Stock outstanding was 52,762. The Redemption Date of the Preferred Stock will be July 19, 2004. The redemption price for the Preferred Stock will be $25.00 per share plus accrued dividends from June 1, 2004 through the Redemption Date. Holders of the Preferred Stock also may exercise their option to convert their shares into Common Stock at any time prior to the close of business (5:00 p.m. EDT) on July 16, 2004 at a conversion rate of 2.08 shares of InterDigital Common Stock for each share of Preferred Stock. Upon conversion, InterDigital will pay cash in lieu of fractional shares of Common Stock. Harry Campagna, Chairman of the Board, stated, "The Board of Directors' decision to repurchase another million common shares and redeem the outstanding Preferred Stock reflects our continued confidence in the Company's future. We repurchased two million shares in 2003 and remain convinced that additional investment in our own Common Stock is a very appropriate one." About InterDigital InterDigital architects, designs and provides advanced wireless technologies and products that drive voice and data communications. The Company offers technology and product solutions for mainstream wireless applications that deliver cost and time-to-market advantages for its customers. InterDigital has a strong portfolio of patented technologies covering 2G, 2.5G and 3G standards, which it licenses worldwide. For more information, please visit InterDigital's web site: www.interdigital.com. InterDigital is a registered trademark of InterDigital Communications Corporation. All other trademarks are the property of their respective owners. This press release contains forward-looking statements as to the Company's beliefs, plans, and expectations with respect to our stock repurchase program. Forward-looking statements are subject to risks and uncertainties and actual outcomes could differ materially from those expressed in any such forward-looking statements due to a variety of factors including the potential acquisition price, our cash requirements, and other market and economic factors, relating to the share repurchase program. We undertake no duty to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. CONTACT: InterDigital Communications Corporation Media Contact: Dawn Goldstein, 610-878-7800 dawn.goldstein@interdigital.com or Investor Contact: Janet Point, 610-878-7800 janet.point@interdigital.com -----END PRIVACY-ENHANCED MESSAGE-----