August 14, 2003
INTERDIGITAL COMMUNICATIONS CORP (IDCC)
form 8-K
Item 2. Acquisition or Disposition of Assets.
On July 30, 2003, InterDigital Communications Corporation, a Pennsylvania corporation (“InterDigital”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) by and among InterDigital, InterDigital Acquisition Corp., a wholly-owned subsidiary of InterDigital (“IAC”) and Tantivy Communications, Inc. (“Tantivy”). Pursuant to the Asset Purchase Agreement, IAC acquired substantially all of the assets of Tantivy. InterDigital guaranteed the obligations of IAC arising out of the Asset Purchase Agreement.
The purchase price for the acquisition was $11.5 million, consisting of approximately $10 million in cash and cancellation of approximately $1.5 million in outstanding indebtedness owed by Tantivy to a subsidiary of InterDigital. In addition, for approximately five years, Tantivy will be entitled receive a percentage of amounts received by InterDigital on the licensing or sale of Smart Antenna and 802.11 intellectual property acquired from Tantivy in the acquisition.
Prior to the acquisition, no executive or employee of Tantivy was an officer, director or principal shareholder of InterDigital. The acquisition was negotiated on an arms-length basis.
The Asset Purchase Agreement is attached hereto as Exhibit 2.1. The foregoing description of the Asset Purchase Agreement is qualified in its entirety by reference to the full text of the Asset Purchase Agreement.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired:
The financial statements of Tantivy are not available as of the date of this report. Such financial statements will be filed as an amendment hereto as soon as practicable, but in any event, within 60 days from the due date of this Form
8-K.
(b) Pro Forma Financial Information
Pro forma financial information regarding the acquisition of Tantivy is not available as of the date of this report. Such pro forma financial information will be filed as an amendment hereto as soon as practicable, but in any event, within 60 days from the due date of this Form 8-K.
(c) Exhibits Description
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Exhibit 2.1 Asset Purchase Agreement by and among InterDigital Communications
Corporation, InterDigital Acquisition Corp. and Tantivy
Communications, Inc. dated July 30, 2003.
