Securicor raises offer for Intek Global buyout Securicor, the majority owner of Intek Global, New York, has settled pending class action lawsuits connected with its tender offer to buy the rest of Intek’s stock. UK-based Securicor already owns about 62% of Intek. Its purchase of Intek shares would end Intek’s status as a public U.S. company, converting it into a Securicor subsidiary.
Standing in the way of the completion of Securicor’s earlier $2.75/share tender offer were three class action lawsuits. The plaintiffs agreed to drop their lawsuits, and Securicor agreed to raise its offer to $3.0125/share. Two depositions regarding the lawsuits were taken on July 7 and 8, including the testimony of a senior representative of Lazard Freres & Company, Securicor’s financial advisor in connection with the tender offer.
The plaintiffs declined to exercise their right to withdraw from the settlement within 96 hours following the completion of the depositions. Accordingly, a revised merger agreement will be entered into, and a definitive settlement agreement will be executed, subject to court approval.
Intek, each of its directors and Securicor consistently have denied any wrongdoing. They agreed to settle to eliminate the burden and expense of further litigation and to permit the tender offer and the merger to proceed without risk of injunctive or other relief, an Intek spokesperson said.
Among allegations made in one lawsuit naming Richard F. Sequeira and three others as plaintiffs were the following: *Intek management refused to meet with financial analysts and refused offers from brokers to promote the stock to institutions. *The defendants failed to publish in any meaningful way any substantive forecasts of revenue, earnings, cash flow projections, licensing and royalty income and other positive business developments. *Intek has developed much improved technology over its current linear modulation (LM) technology but failed to effectively market or promote it. *The company failed to announce that its Nokia licensing deal had been modified, increasing licensing fees to be paid to Intek. *John Simmonds, Intek’s former chief executive officer, who owned about 10% of the company’s stock, is in financial trouble and has dumped large portions of his stock into the open market. The current board has done nothing to stem such selling or to avert its detrimental impact on the trading of the shares, the lawsuit alleges. Simmonds said: “We weren’t the culprits driving the price of the stock down. We sold out our entire block of stock in October 1998 to European banker Mees Pierson as part of a debt settlement. We had a financial problem because we had borrowed $10 million or $12 million against our $35 million asset-Intek stock-and then the stock went almost to zero. When the stock went below $2, we had a problem with the banker. We settled by giving them the stock and other consideration. We have no financial problem now.” *The company has entered into a deal with Northrup Grumman, Los Angeles, to provide LM technology for radar defense systems. The lawsuit alleges that Intek Chairman Robert J. Shiver privately characterized the deal as “enormous” for the company in terms of potential profits. The lawsuit states that the deal was to have been publicly announced by March 10, 1999, but that there has been no such announcement. *The lawsuit further claims that Shiver said in a private conversation that the company could be cash-flow-positive in two months if he wanted to run it that way and, in any event, Intek would turn cash-flow-positive no later than December 1999.
The tender offer, which commenced June 16, was extended to Aug. 16, 1999. As of July 30, 12 million shares of Intek common stock had been validly tendered and not withdrawn pursuant to the tender offer. On June 7, 16 million shares were outstanding that were not already owned by affiliates of Securicor. At least half of the outstanding shares must be tendered for the offer to succeed. If the merger is completed, Intek may have to pay the plaintiffs’ attorneys and the attorneys’ financial advisor fees amounting to as much as $1.4 million. Payment depends on application to the court and subsequent court approval. Four plaintiffs, Richard F. Sequeira, Kenneth J. Anderson, James E. Ryan and William Goodwin, will be paid $10,000 each out of the fees.
UTC changes name, elects officers at 1999 conference in Nashville, TN As more than 150 telecommunications companies exhibited their wares at UTC Telecom ’99 in Nashville, TN, the conference’s host voted to change its name. Formerly UTC, the Utility Telecommunications Association, it is now the United Telecom Council.
The change came after a vote by the UTC membership on June 28 to update the association’s name to better reflect its recent expansion of services. UTC Chairman Charles Holcomb said the change “will reflect our commitment to being the telecommunications and information technology trade association for utilities, pipelines and other critical infrastructure companies, and all their partners.”
The association’s name wasn’t the only thing to undergo an overhaul at the conference. The UTC elected a new slate of officers to its board of directors. Holcomb stepped down and introduced Stephen Carrico as the new chairman of the association. Carrico will continue on as the director of communications business development for Wisconsin Public Service in Green Bay, WI. Mike Cross took over as the new vice chairman, and Carol Gittinger was voted the new secretary treasurer.
UTC Telecom ’99, which took place at the Opryland Hotel Convention Center, offered several educational sessions, including pre-conference tutorials on the basics of telecom, post-conference workshops on joint-use management and Y2K contingency planning. Linda Breathitt of the Federal Energy Regulatory Commission delivered the keynote address. MH
JPS Communications receives $3.6 million grant JPS Communications has been awarded a $3.6 million purchase grant from the U.S. Department of Justice to furnish communications interoperability systems to 12 U.S. cities. These systems use the company’s ACU-1000 Modular Interconnect. They overcome a shortcoming in emergency response caused by the inability of public service agencies, such as fire, police and SWAT teams, to communicate with each other. The ACU-1000 allows existing radio networks at different frequencies to cross-connect with each other and with telephone and cellphone networks. The systems are being purchased by the U.S. government under an anti-terrorism initiative and furnished to the cities free of charge. The Department of Justice systems will be manufactured at the company’s facility in Raleigh, North Carolina.
Harris, U.S. Cellular agree to contract extension With their 10-year partnership close to ending, Harris, Redwood Shores, CA, and U.S. Cellular, Chicago, signed a $20 million three-year contract extension on July 6 for the supply and installation of Harris radio links.
As part of the agreement, U.S. Cellular will use several models of Harris microwave radios to replace its leased T1 lines, update existing microwave equipment and expand service to rural markets without existing cellular providers. Harris is expected to put its new digital microwave radio Constellation to use in these areas to increase traffic carrying capacity and facilitate growth of U.S. Cellular’s subscriber base, currently estimated at 2.3 million.
“In this immensely competitive market, the cellular companies that thrive are the ones that can bring services to market the fastest,” said Richard Goehring, U.S. Cellular’s executive vice president of engineering. “Harris has enabled us to meet our aggressive rollout schedules.”
The agreement also stipulates that Harris will train U.S. Cellular employees, facilitating the company’s move to microwave networks and making it possible for it to meet its goal of supplying rural and medium-sized markets.
Richard Peabody, general manager of Harris’ Microwave Communications division, said, “This partnership will allow us to continue providing cellular capabilities to communities that would otherwise have limited access to wireless service.”
Oklahoma city selects Global Dispatch software The city of Chickasha, OK, has selected Global Dispatch’s CAD Assist as the software to manage its dispatch center.
Chickasha’s police department provides dispatch services for law enforcement, fire and emergency medical serv-ices. The new communications center will be outfitted with new dispatch technology that will make it easier for Chickasha’s police and fire departments to lessen the time required to respond to emergencies.
Until this development, the communications center had manually dispatched 25,000 calls annually using an older DOS-based records program. Through federal programs and grants, the city of Chickasha can fund the upgrade from the manual system to a Windows NT-based, Y2K-compliant CAD system that has the ability to grow with the community.
Robert Hicks, Chickasha’s chief of police, said, “This upgrade is just a stepping stone for Chickasha’s police and fire departments. In the future, we also want to install mobile data terminals using Global Positioning Systems in all vehicles for even more accurate and efficient emergency response team dispatching. CAD Assist’s ability to integrate with new technology will allow us to seamlessly integrate MDT and GPS into our dispatch operation.”
Sen. John McCain to speak at SBT conference Sen. John McCain (R-AZ), chairman of the U.S. Senate Commerce Committee and a candidate for the Republican nomination for president, will deliver the keynote speech at the Small Business in Telecommunications (SBT) National Conference on October 14 and 15.
SBT, a trade association that focuses on regulation and legislation that affect small business, is holding its annual conference at the Regal River Front Hotel & Convention Center in St. Louis.
Along with the paid conference registration package, attendees will receive a copy of McCain’s upcoming book and an opportunity for him to sign it.
Chadmoore acquires licenses from American Chadmoore Wireless Group, Las Vegas, has agreed to acquire 16 10-channel 900MHz wide-area licenses and customers in seven metropolitan trading areas (MTA) cov ering a population of more than 18 million. Chadmoore will assume American Wireless’ note payments to the FCC for these licenses and will lease all related equipment for six years.
Robert Moore, Chadmoore’s chairman, said, “We see these acquisitions as adding to our long-term growth opportunities in the covered markets. These licenses already provide service to hundreds of customers, and we plan to aggressively begin to increase loading as soon as possible.”
Southern LINC licenses UP.Link server In response to the growing demand for wireless technology, Southern LINC has taken the first steps in giving its customers increased access to wireless data and to the Internet. The Atlanta-based service from Southern Company licensed Phone.com’s UP.Link server on July 14 to bolster its wireless data infrastructure.
Southern LINC intends to use the UP.Link server to offer a suite of wireless data and Internet services on Motorola IDEN handsets, which run the Phone.com Wireless Application Protocol (WAP)-compatible UP.Browser microbrowser.
The Up.Link server will add serv-ices such as email, stock quotes and news updates to Southern LINC’s current offerings of two-way radio service, phone service and text, and numeric paging.
“With the combined technology, businesses will have real-time access to information that will help them increase productivity, maximize efficiency and enhance customer service,” said Bob Dawson, president of Southern LINC.
The UP.Link server enables Southern LINC to provide customers in such industries as construction, field service and transportation access to applications designed to monitor the location of vehicles, manage work orders and track job flow.
This announcement came on the heels of an agreement Southern LINC reached with eDispatch.com on April 14 to deploy the company’s wireless Internet data system to its customers. eDispatch.com’s service enables Southern LINC users to manage, support and track mobile workers.
Air Liquide Canada, Vancouver, B.C., has joined Southern LINC as a subscriber to eDispatch.com’s wireless Internet services. Air Liqiude began using eDispatch’s resources in March to automate the dispatch and operations management of its delivery fleet in Vancouver, B.C.
Customers may place orders over the phone with Air Liquide, and with the new service, these orders can be dispatched over the Internet to drivers. Using phones equipped with a keypad and screen, drivers can receive customer information and report back on order status.
Hewlett-Packard realigns, forms new company Hewlett-Packard has completed its plan to strategically realign itself into two independent companies. Agilent, the new company, consists of what used to be HP’s measurement and components business. Agilent is already a prominent provider of test and measurement equipment and communications components. The company’s products and services serve markets that include communications, electronics, life sciences, healthcare and semiconductors. The company contributed nearly $8 billion in revenues to HP during the company’s fiscal year 1998.
Agilent is being formed from HP’s automated test group, communications solutions group, electronics product and solutions group, chemical analysis group, healthcare solutions group and the semiconductor products group.
The computer and imaging businesses will retain the HP company name.
Commission proposes medical telemetry service Medical telemetry equipment is close to receiving its own spectrum band on a blanket-licensed, interference-protected basis. Currently, the equipment operates on a secondary basis and is subject to interference. The FCC’s proposal would allocate spectrum and establish rules for a wireless medical telemetry service. The move came after a recommendation submitted recently by the American Hospital Association’s Medical Telemetry Task Force that addresses the potential safety risks to patients from interference to wireless telemetry equipment. Medical telemetry equipment allows health care workers to remotely monitor recently discharged patients.
U.S. telecommunications nears Year 2000 readiness In its quarterly report to the FCC, the Network Reliability and Interoperability Council (NRIC) announced that the industry is expected to achieve Year 2000 readiness by late in the third quarter, 1999. As of June 1999, approximately 99% of the switches in the U.S. public switched telephone network (PSTN), owned by local carriers, were Y2K-ready. In addition, the NRIC reported that major interexchange carrier switches were virtually 100% Y2K-ready in April.
FCC set to auction spectrum bands in 2001 The FCC began adopting rules to permit new services on spectrum bands formerly designated exclusively for UHF TV service. The 746MHz-764MHz and 776MHz-794MHz bands are set to be auctioned for commercial purposes after Jan. 1, 2001. This move comes as a result of the Balanced Budget Act of 1997, which called for the reallocation of this 36MHz of spectrum. The spectrum became available because of the Commission’s efforts to free up channels 60-69 for new users as part of the transition to DTV. Current UHF licensees operating on these channels will be permitted to continue interference-free operations until the deadline for conversion to DTV.
The AG Communication Systems subsidiary of Lucent Technologies and Glenayre Technologies, Charlotte, NC, have entered a joint marketing, research and development agreement to provide a next-generation Intelligent Network-grade applications platform for the prepaid services market. “The introduction of AG Communication Systems’ network expertise and Service Control Point technology into the Glenayre Intelligis product line represents a key investment in the future for Glenayre and our customers,’ said Terry Kraft, general manager and vice president, Intelligis openMEDIA, Glenayre Integrated Network Group. “This product offers the next phase of network evolution, allowing network operators flexibility in choosing their solutions that have been joined via open standards-based Intelligent Network technology.’ (www.glenayre.com, www.agcs.com)
Lagorio Communications, Manteca, CA, has acquired Maple Leaf Communications and Maple Leaf Wireless, both of Bakersfield, CA. “The Maple Leaf communications system on Mt. McKittrick will extend and enhance our existing wireless network,” said owner Kathleen Lagorio Jan-ssen. (www.lagorio.com)
Lowell, MA-based M/A-COM, a unit of Tyco International subsidiary AMP, will deploy its OpenSky Wireless IP Network as part of Pennsylvania’s new statewide public safety digital radio system. “No other state has a comprehensive statewide public safety radio system to rival this new network,” said Thomas G. Paese, secretary of administration for the state. Juergen Gromer, president of AMP, added, “This is a great opportunity for M/A-COM and AMP together in the systems business, particularly for wireless communications.” M/A-COM Vice President John Vaughan said, “Pennsylvania literally broke new ground in their expectations for a public safety communications network.”
Fibrebond’s 210,000-square-foot Minden, LA, production plant began operation in June, replacing the company’s 15-year-old plant that burned to the ground on Sept. 20, 1998. “With the start-up of production in the new $7.5 million facility, Fibrebond now has the two most modern concrete processing plants in North America,” said Jeff Burford, company president. The company has a somewhat larger plant in Fairfield, CA, that uses the same processing equipment. . Sprint PCS, Overland Park, KS, has awarded Berkeley Varitronics Systems, Metuchen, NJ, a contract for 12 wireless telecommunications test systems comprised of receivers and transmitters for microcell analysis. World Access, Alpharetta, GA, has purchased eight of Berkeley’s Gator transmitters.
President Clinton has nominated Susan Ness to a second term as an FCC commissioner, subject to Senate approval. A Clinton appointee, Ness was sworn in as a commissioner in 1994 and is now the most senior of the commissioners.