-----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, BfxvxQi1guX2pU6QmPgCIlTSjlbFFlbeZMblZKgWh05JTs6F7d9Dr+Q2OMtaofFk MEVal20vMg7LR3Hr6oFUng== 0001014909-01-500080.txt : 20010628 0001014909-01-500080.hdr.sgml : 20010628 ACCESSION NUMBER: 0001014909-01-500080 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010625 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TELECOMMUNICATION PRODUCTS INC CENTRAL INDEX KEY: 0000725929 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 840916299 STATE OF INCORPORATION: CO FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-11882 FILM NUMBER: 1668428 BUSINESS ADDRESS: STREET 1: PO BOX 17013 CITY: GOLDEN STATE: CO ZIP: 80402 BUSINESS PHONE: 3032782725 MAIL ADDRESS: STREET 1: PO BOX 17013 CITY: GOLDEN STATE: CO ZIP: 80402 8-K 1 f8k_june2001.txt FORM 8-K - 6/25/01 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 25, 2001 Telecommunication Products, Inc. ------------------------------------------------------ (Exact name of Registrant as specified in its charter) Colorado 0-11882 84-0916299 - --------------- ------------------------ ------------------- (State or other (Commission File Number) (I.R.S. Employer jurisdiction of Identification No.) incorporation) P.O. Box 17013, Golden, Colorado 80402 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (303) 278-2725 Exhibit Index appears on page 2 ------- Item 5. Other Events. - ---------------------- On June 25, 2001, Telecommunication Products, Inc., a Colorado corporation ("Telpro"), and Interleisure, S.A., a privately held Dominican Republic corporation("Interleisure"), entered into an Agreement and Plan of Merger (the "Merger Agreement") providing for a business combination between Telpro and Interleisure. Under the Merger Agreement, Telpro will effectuate a 20-for-1 reverse stock split and Interleisure will be merged with and into Telpro. Upon consummation of the reverse stock split and merger, each outstanding share of common stock of Interleisure will be converted into the right to receive 10.68 shares of common stock, no par value, of Telpro. Consummation of the merger is subject to certain conditions, including among other things, approval of the merger and other related transactions by the shareholders of Telpro. A copy of the joint press release issued by Telpro and Interleisure on June 25, 2001 is attached hereto as Exhibit 99.1 and is hereby incorporated by reference. Item 7. Financial Statements and Exhibits. - ------------------------------------------- (c) Press Release, dated June 25, 2001, by Telpro and Interleisure. EXHIBIT INDEX Exhibit No. Description - ---------------------------- 99.1 Press Release, dated June 25, 2001, by Telpro and Interleisure. -2- 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. TELECOMMUNICATION PRODUCTS, INC. Date: June 25, 2001 /s/ Donald E. Ranniger --------------------------------------- Name: Donald E. Ranniger Title: President and Treasurer -3- EX-99 2 exh_99.txt EXHIBIT99.1 - PRESS RELEASE EXHIBIT 99.1 NEWS RELEASE ------------ TELECOMMUNICATION PRODUCTS, INC. TO ACQUIRE INTERLEISURE, S.A. IN A MERGER Golden, Colorado - June 25, 2001 - Telecommunications Products, Inc. (NASDAQ OTCBB: TLCR) and Interleisure, S.A. today announced that Telecommunication Products has entered into a merger agreement with Interleisure, a privately held technology services company based in the Dominican Republic. As part of this definitive agreement, the Telpro common stock shall be the subject of a 20 for 1 reverse stock split. Interleisure shareholders will receive 10.68 shares of Telecommunication Products stock (on a post-split basis) in exchange for one share of Interleisure common stock. As a result, it is anticipated that the Interleisure shareholders will control approximately 95% of Telecommunication Products' outstanding stock following the consummation of the merger. The announcements were made today by Donald E. Ranniger, Chairman and President of Telecommunication Products, and Robert Russell, President of Interleisure. Mr. Russell and two additional Interleisure directors will become members of the Telecommunication Products Board following closing of the merger. The Boards of Directors of both companies have approved the merger agreement, which is subject to the approval of Telecommunication Products shareholders. Interleisure is a software development and licensing company specializing in the "Fourth Technology Phase" of personal communications, namely, video and audio interactive telecommunications. Interleisure's first product will combine online videoconferencing with scheduling and payment processing systems to provide unique solutions for hourly service providers, including doctors, lawyers, accountants and other professional service providers. Headquartered in Golden, Colorado, Telecommunication Products is a telecommunications products company. CAUTION CONCERNING FORWARD-LOOKING STATEMENTS This document includes certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to changes in global economic, business, competitive market and regulatory factors or failure of the transaction described to be completed for any reason. More detailed information about those factors is contained in Telecommunication Products' filings with the Securities and Exchange Commission. Telecommunication Products will be filing a proxy statement and other relevant documents concerning the proposed transaction with the SEC. INVESTORS ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ON THE PROPOSED TRANSACTION. Investors will be able to obtain the documents free of charge at the SEC's website (www.sec.gov). In addition, documents filed with the SEC by Telecommunication Products may be obtained free of charge by contacting Telecommunication Products, Inc., P.O. Box 177013, Golden, Colorado 80402 (tel.: 303-278-2725). INVESTORS SHOULD READ THE PROXY STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION. -----END PRIVACY-ENHANCED MESSAGE-----