Nms Communications Corp - Current report filing (8-K)
2008年9月19日 - 4:50AM
Edgar (US Regulatory)
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):
September 12, 2008
NMS
Communications Corporation
(Exact Name of Registrant as Specified in its
Charter)
Delaware
(State of Incorporation or Organization)
0-23282
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04-2814586
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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100 Crossing Boulevard, Framingham, Massachusetts
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01702
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(Address of Principal Executive Offices)
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(Zip Code)
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(508) 271-1000
(Registrants
telephone number, including area code)
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:
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
x
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01.
OTHER EVENTS
On
September 12, 2008, Dialogic Corporation
sent
a letter to its suppliers regarding the signing of an Asset Purchase Agreement
with NMS Communications Corporation (NMS) to purchase the NMS Communications
Platforms business from NMS. This letter is filed as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
Important Additional Information Will Be Filed With The SEC
NMS plans to file with the
Securities and Exchange Commission (the SEC)
and mail to its stockholders a proxy
statement in connection with the proposed sale of the NMS Communications
Platforms business and the other corporate matters described therein. The proxy statement will contain important
information about NMS, Dialogic, the proposed sale of the NMS Communications
Platforms business and the other corporate matters described therein. Investors and security holders are urged to
read the proxy statement carefully when it is available before making any
voting or investment decision with respect to the proposed sale of the NMS
Communications Platforms business and the other corporate matters described
therein.
Investors and security holders will be able to
obtain free copies of the proxy statement and other documents filed with the
SEC by NMS through the web site maintained by the SEC at www.sec.gov. In addition, investors and security holders
will be able to obtain free copies of the proxy statement from NMS by
contacting Karen Cameron at 100 Crossing Boulevard, Framingham, MA, 01702 or
508-271-1000.
NMS,
Dialogic, and their respective directors and executive officers, may be deemed
to be participants in the solicitation of proxies with respect to the proposed
sale of the NMS Communications Platforms business and the other corporate
matters set forth in the proxy statement.
Information regarding NMSs directors and executive officers and their
ownership of NMS shares is contained in NMSs Annual Report on Form 10-K
for the year ended December 31, 2007 and its proxy statement for NMSs
Annual Meeting of Stockholders which was filed with the SEC on April 22,
2008
, and is supplemented
by other public filings made, and to be made, with the SEC. A
more complete description will be available in the proxy statement filed in
connection with the proposed sale of the NMS Communications Platforms
business. Investors and security
holders may obtain additional information regarding the direct and indirect
interests of NMS, Dialogic, and their
respective directors and executive officers with respect to the proposed sale of the NMS Communications Platforms
business by reading the proxy statement and other filings referred to
above.
Safe Harbor for Forward-Looking Statements
This
Current Report on Form 8-K contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995, including
forward-looking statements about the proposed sale of the NMS Communications
Platforms business to Dialogic. These
statements are based on managements expectations as of the date of this
document and are subject to uncertainty and changes in circumstances. Actual
results may differ materially from these expectations due to risks and
uncertainties including, but not limited to, approval of the proposed sale of
the NMS Communications Platforms business to Dialogic by NMSs stockholders,
receipt of required regulatory approvals or closing of the proposed sale within
the anticipated timeframe. These and
other risks are detailed from time to time in NMSs filings with the SEC,
including NMSs annual report on Form 10-K for the year ended December 31,
2007. In addition, while management may
elect to update forward-looking statements at some point in the future,
management specifically disclaims any obligation to do so, even if its
estimates change. Any reference to our
website in this press release is not intended to incorporate the contents
thereof into this press release or any other public announcement.
ITEM 9.01
FINANCIAL STATEMENTS AND
EXHIBITS.
(d) EXHIBITS.
Exhibit
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Number
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Title
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99.1
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Letter to Dialogic
suppliers, dated September 12, 2008.
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2
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.
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NMS
COMMUNICATIONS CORPORATION
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September 18, 2008
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By:
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/s/ ROBERT P. SCHECHTER
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Name:
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Robert P. Schechter
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Title:
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Chief Executive Officer
and
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Chairman of the Board of
Directors
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3
EXHIBIT INDEX
Exhibit
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Number
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Title
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99.1
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Letter to Dialogic
suppliers, dated September 12, 2008.
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4
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