-----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, Sc2SFtnxUTQ3ql4+FJh9NMYV62MK3vKcn1TGZx8qqhDG78ietcla3bDjFm8id7GY dJ502f4Hq1iIUxtraM4vtQ== 0000950149-99-001257.txt : 19990712 0000950149-99-001257.hdr.sgml : 19990712 ACCESSION NUMBER: 0000950149-99-001257 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990706 ITEM INFORMATION: FILED AS OF DATE: 19990709 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIALOGIC CORP CENTRAL INDEX KEY: 0000899042 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 222476114 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-23816 FILM NUMBER: 99662254 BUSINESS ADDRESS: STREET 1: 1515 US RTE 10 CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 9739933000 8-K 1 FORM 8-K DATED JULY 6, 1999 1 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): July 6, 1999 DIALOGIC CORPORATION -------------------------------------------------------------- (Exact name of registrant as specified in its charter) New Jersey 33-59598 22-2476114 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification incorporation) Number) 1515 Route 10, Parsippany, New Jersey 07054 (Address of principal executive offices) (Zip Code) Registrant's telephone number, Including area code: (973) 993-3000 This Current Report contains 2 pages. 2 Item 1. Changes in Control of Registrant. On July 6, 1999, Intel Corporation ("Intel") and Intel LMH Acquisition Corporation ("Acquisition"), its wholly-owned subsidiary, completed a cash tender offer for the common stock of Dialogic Corporation (the "Company"). Approximately 16.5 million shares, or 94% of the Company's outstanding shares were tendered and accepted by Acquisition. Pursuant to the Agreement and Plan of Merger dated May 31, 1999 among the Company, Intel and Acquisition, Intel will complete the acquisition of the remaining shares of Dialogic by merging Acquisition into Dialogic, with the remaining Dialogic shareholders receiving the same $44 per share consideration as was paid by Acquisition in the tender offer. Intel has disclosed that its source of funds for the acquisition was working capital. 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. DIALOGIC CORPORATION By: /s/ Theodore M. Weitz ------------------------------------- Theodore M. Weitz Vice President, General Counsel and Secretary Dated: July 8, 1999 -----END PRIVACY-ENHANCED MESSAGE-----