ADC Telecommunications 8-K 2005
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
ADC Telecommunications, Inc.
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 18, 2005, the Board of Directors of ADC Telecommunications, Inc. (the "Company") approved the following amendment to the Company’s Restated Articles of Incorporation, as amended to date (the "Articles of Incorporation"), to be effective as of 12:01 a.m. on May 10, 2005:
Item 7.01. Regulation FD Disclosure.
On April 18, 2005, the Company issued a press release updating financial guidance for the second fiscal quarter ending April 29, 2005 and providing guidance for the third fiscal quarter ending July 29, 2005. A copy of the press release is attached hereto as Exhibit 99.1.
Item 8.01. Other Events.
On April 18, 2005, the Board of Directors of the Company approved a one-for-seven (1-for-7) reverse stock split of the Common Stock of the Company (the "Reverse Stock Split") and set the record date for the Reverse Stock Split as the close of business on May 9, 2005 (the "Record Date"). Effective at 12:01 a.m. on May 10, 2005, without any further action by the holders, each seven shares of Common Stock of the Company issued and outstanding immediately prior to the Record Date shall combine into one share of Common Stock. No fractional shares of Common Stock of the Company will be outstanding as a result of the Reverse Stock Split, but in lieu thereof the Company will pay to each shareholder who is otherwise entitled to a fractional share an amount of cash equal to the quotient of (x) the fractional share to which such shareholder is entitled; and (y) seven (7) multiplied by the closing price of the Company’s Common Stock (as reported by Nasdaq) on the Record Date.
Item 9.01. Financial Statements and Exhibits.
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.