-----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, CTPzW4BupHNGi3imrPsJ7N2zkeoaXnZ3kiZbrpJ859cEw4YeKHpXC1fTnmIgQY7u EqPddeX3fu+yT1K6eOQ/Aw== 0000915324-99-000008.txt : 19991022 0000915324-99-000008.hdr.sgml : 19991022 ACCESSION NUMBER: 0000915324-99-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991018 ITEM INFORMATION: FILED AS OF DATE: 19991021 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TELULAR CORP CENTRAL INDEX KEY: 0000915324 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 363885440 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-23212 FILM NUMBER: 99731792 BUSINESS ADDRESS: STREET 1: 647 NORTH LAKEVIEW PARKWAY CITY: VERNON HILLS STATE: IL ZIP: 60061 BUSINESS PHONE: 8474654500 MAIL ADDRESS: STREET 1: 647 NORTH LAKEVIEW PARKWAY CITY: VERNON HILLS STATE: IL ZIP: 60061 8-K 1 Securities and Exchange Commission Washington, D.C. 20549 FORM 8-K PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: October 18, 1999 (Date of earliest event reported) Telular Corporation (Exact name of Registrant as specified in its charter) 0-23212 (Commission File Number) Delaware 36-3885440 (State or other jurisdiction of (I.R.S. Employer incorporation) Identification No.) 647 North Lakeview Parkway Vernon Hills, Illinois 60061 (Address of principal executive offices) (Zip Code) (847) 247-9400 (Registrant's telephone number, including area code) Item 5. Other Events. The copy of the press release issued by Telular Corporation on October 18, 1999, announcing the mandatory conversion of Series A Convertible Preferred Stock and the existence of a disagreement with certain Holders of Series A Convertible Preferred Stock over the conversion formula, filed as an exhibit hereto, is incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits. The following exhibits are filed herewith: Index Number Document Name ------ ------------- 99.1 Press Release issued by Telular Corporation on October 18, 1999. 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. Telular Corporation Date: October 21, 1999 By: /s/ Jeffery L. Herrmann ------------------------ Jeffery L. Herrmann Senior Vice President and Chief Financial Officer Exhibit Index ------------- Sequential Exhibit Page Number Document Name Number ---------- -------------- ------- 99.1 Press Release dated October 18, 1999 4 EX-99 2 EXHIBIT 99.1 AT THE COMPANY: Jeff Herrmann Chief Financial Officer (847) 247-9400 FOR IMMEDIATE RELEASE TELULAR ANNOUNCES MANDATORY CONVERSION OF PREFERRED STOCK VERNON HILLS, IL-October 18, 1999-Telular Corporation (Nasdaq: WRLS) today announced that the 11,350 outstanding shares of its 5% Series A Convertible Preferred Stock will automatically convert into an aggregate of approximately 2.1 million shares of common stock today. The preferred stock converts into common stock at a post-split fixed price of $8.00 per common share plus accrued dividends paid in the form of approximately 700,000 shares of common stock valued at the weighted average closing bid price of common stock for the 30 consecutive days preceding conversion. Following the conversion of the Series A Preferred Stock into common stock, Telular will have approximately 11.7 million shares of common stock outstanding. The company has received a notice from two holders of preferred stock, NP Partners and Olympus Securities, Ltd., that they are disputing Telular's calculation of the number of shares of common stock to which they are entitled, on the grounds that the conversion price floor contained in the Certificate of Designations does not apply on the mandatory conversion date. The company does not agree with this interpretation, and has so indicated to those holders. Although NP Partners and Olympus Securities have not indicated the number of additional shares to which they believe they are entitled, the company has calculated that if the conversion price floor did not apply, they and the other holders would be entitled to an aggregate of approximately 3.4 million additional shares. Telular Corporation is a leader in the design and manufacturing of Fixed Wireless Terminals. Telular's proprietary telecommunications interface technology enables standard phone systems, fax, computer modem or monitored alarm systems to utilize available cellular wireless service for either primary or back-up communications. Their product lines incorporate the world's leading cellular standards (GSM, TDMA, CDMA, AMPS) and are marketed worldwide. Products developed and marketed by Telular include the Phonecell and Telguard lines. Headquarted in Vernon Hills, Illinois, Telular has regional sales offices in Atlanta, Miami, Singapore and the United Kingdom. For furthur company information, visit Telular at http://www.telular.com. Source: Telular Corporation David P. McCauley Marketing Communications Manager Phone: 847-573-6215 E-mail: dmccauley@telular.com Please be advised that the statements made herein state the Company's or management's intentions, hopes, beliefs, expectations or predictions of the future and are forward looking comments. It is important to note that the company's actual results could differ materially from those projected in such forward-looking statements. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in the company's SEC filings, including but not limited to the company's report on Form 10-K for the fiscal year ended September 30, 1998. Copies of these filings may be obtained by contacting the Company or the SEC. For furthur information regarding Telular Corporation free of charge via fax, Dial 1-800-PRO-INFO and enter WRLS. -----END PRIVACY-ENHANCED MESSAGE-----