UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 7, 2004
CATAPULT COMMUNICATIONS CORPORATION
| NEVADA | 0-24701 | 77-0086010 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
160 SOUTH WHISMAN ROAD
MOUNTAIN VIEW, CA 94041
650-960-1025
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||
| o | 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 7.01. REGULATION FD DISCLOSURE | ||||||||
| Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| EXHIBIT 99.1 | ||||||||
Item 7.01. REGULATION FD DISCLOSURE
On September 7, 2004, Catapult Communications Corporation (the “Registrant”) issued a press release announcing its intention to offer 1,000,000 newly issued shares of common stock and the intention of certain of its stockholders to offer 2,081,250 shares of common stock (including 1,000,000 currently outstanding shares and 1,081,250 shares which will be issued upon conversion of notes issued to Tekelec) in an underwritten public offering under the Registrant’s previously filed shelf Registration Statement on Form S-3 (File No. 333-112610) which was declared effective by the Securities and Exchange Commission on March 31, 2004. A copy of the press release is attached to this report as Exhibit 99.1
Pursuant to General Instruction B.2 of Form 8-K, the press release attached as Exhibit 99.1 is not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, but is instead furnished for purposes of that instruction.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
| Exhibit | ||
| No. | Description | |
| 99.1 | Press release dated September 7, 2004 announcing the Registrant’s underwritten common stock offering. |
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.
| CATAPULT COMMUNICATIONS CORPORATION | ||||
| By: | /s/ Christopher Stephenson | |||
| Christopher Stephenson | ||||
| Chief Financial Officer | ||||
Date:September 7, 2004
