UNITED STATES
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): June 1, 2012
IXIA
(Exact name of registrant as specified in its charter)
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| California | | 000-31523 | | 95-4635982 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| 26601 W. Agoura Road, Calabasas, California | | 91302 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: 818.871.1800
(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):
| ¨ | Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 2.02 | Completion of Acquisition or Disposition of Assets. |
On June 1, 2012, Ixia, a California corporation (the “Company”), completed its acquisition of Anue Systems, Inc., a Delaware corporation (“Anue”), pursuant to the terms of an Agreement and Plan of Merger dated as of May 4, 2012 (the “Merger Agreement”) by and among the Company, Anue, Emily Acquisition Corp., a Delaware corporation (“Acquisition Subsidiary”), and Alexander Pepe, as the initial representative of the holders of Anue’s formerly outstanding common stock and options and warrants to purchase common stock. Anue is a provider of network visibility and test solutions.
Pursuant to the terms of the Merger Agreement, on June 1, 2012, the Acquisition Subsidiary merged with and into Anue, with Anue being the surviving corporation and becoming a wholly owned subsidiary of the Company. The Company paid total cash consideration at the closing of approximately $154.4 million, which amount is subject to a post-closing adjustment based on Anue’s net working capital and taxes payable as of the closing date. On the closing date, the amount of $14 million of the merger consideration was placed into escrow with a third party escrow agent for the satisfaction of indemnification and other obligations of the former security holders of Anue under the Merger Agreement. The Company used cash on hand to fund the consummation of the acquisition.
The foregoing description of the Company’s acquisition of Anue is qualified in its entirety by reference to the Merger Agreement. The Merger Agreement was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on May 7, 2012 and is incorporated herein by reference.
On June 4, 2012, the Company issued a press release announcing the closing of the Company’s acquisition of Anue. The press release is included in this Current Report on Form 8-K (this “Form 8-K”) as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| | (a) | Financial statements of businesses acquired. |
The financial statements of Anue required by Regulation S-X will be filed by an amendment to this Form 8-K. The amendment will be filed with the Commission no later than 71 calendar days after the date this Form 8-K is required to be filed with the Commission.
| | (b) | Pro forma financial information. |
The pro forma financial information required by Regulation S-X will be furnished by an amendment to this Form 8-K. The amendment will be filed with the Commission no later than 71 calendar days after the date this Form 8-K is required to be filed with the Commission.
The following Exhibit 99.1 is filed as a part of this Form 8-K:
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Exhibit No. | | Description |
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| 99.1 | | Press Release issued by the Company on June 4, 2012 |
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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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| | | | | Ixia |
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| Dated: June 7, 2012 | | | | By: | | /s/ Ronald W. Buckly |
| | | | | | Ronald W. Buckly |
| | | | | | Senior Vice President, Corporate Affairs and |
| | | | | | General Counsel |
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EXHIBIT INDEX
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Exhibit No. | | Description |
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| 99.1 | | Press Release issued by the Company on June 4, 2012 |
