ZWAN BRYAN J 4
4 · DIGITAL LIGHTWAVE INC · Filed Jan 14, 2010
Insider Transaction Report
Form 4
DIGITAL LIGHTWAVE INCDIGL.OB
ZWAN BRYAN J
Director10% OwnerOther
Transactions
- Other
Common Stock
2010-01-14−11,518,750→ 0 total(indirect: By Optel Acquisition Corp.) - Other
Common Stock
2010-01-14−221,203,773→ 232,722,523 total(indirect: By Optel Acquisition Corp.)
Footnotes (5)
- [F1]On October 14, 2009, Optel Acquisition Corp. ("OAC") entered into a definitive Contribution Agreement (the "Contribution Agreement") by and among OAC, Optel Capital LLC ("Optel") and ZG Nevada Limited Partnership ("ZG Partnership"), pursuant to which Optel and ZG Partnership agreed to contribute 221,203,773 and 11,518,750 shares of Digital Lightwave, Inc. ("DIGL"), respectively, to OAC immediately prior to the short-form merger described below. On January 14, 2010, Optel and ZG Partnership effected the contribution of such shares to OAC pursuant to the terms of the Contribution Agreement, and upon such contribution, Optel became the beneficial holder of 232,722,523 shares of OAC.
- [F2]Following the contribution, Optel, as the sole stockholder of OAC, may be deemed to be the beneficial owner of 232,722,523 shares of DIGL. Dr. Bryan J. Zwan ("Dr. Zwan"), as sole member of Optel, may be deemed to be the beneficial owner of 232,722,523 shares of DIGL. Following the contribution, ZG Partnership and ZG Nevada, Inc. ("ZG Inc."), will not hold any shares of DIGL.
- [F3]The Contribution Agreement was entered into for the purposes of effecting a "going private" transaction by means of a "short-form" merger under Section 253 of the Delaware General Corporation Law. The Filing Persons intend to cause OAC to merge with and into DIGL, with DIGL as the surviving corporation, as a means of acquiring all other shares of DIGL common stock not owned directly or indirectly by any of the Filing Persons. The consummation date of the short-form merger is expected to be on or about January 15, 2010. A copy of the Contribution Agreement was filed as an exhibit to the Schedule 13E-3 filed by the Filings Persons on October 14, 2009 with the Securities and Exchange Commission.
- [F4]OAC, Optel, ZG Partnership and ZG Inc. are all ultimately controlled by Dr. Zwan. Dr. Zwan is the sole member of Optel, which is the sole stockholder of OAC. ZG Inc. is the sole general partner of ZG Partnership and Dr. Zwan is the sole limited partner. Dr. Zwan is also the sole shareholder, director and president of ZG Inc.
- [F5]Al Zwan is the sole director and President of OAC and the President of Optel. By reason of such relationships, Al Zwan may be deemed to share voting and dispositive power over the shares listed as beneficially owned by Optel and Dr. Zwan. Al Zwan disclaims beneficial ownership of such shares.