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 9, 2003
ESS TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
0-26660
(Commission File Number)
| | | |
CALIFORNIA
(State or other jurisdiction of
incorporation) | | 94-2928582
(I.R.S. Employer
Identification No.) |
48401 FREMONT BOULEVARD
FREMONT, CALIFORNIA 94538
(Address of principal executive offices, with zip code)
(510) 492-1088
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
TABLE OF CONTENTS
Item 2. Acquisition or Disposition of Assets.
On June 9, 2003 ESS Technology, Inc., a California corporation (“ESS”), acquired Pictos Technologies, Inc., a Delaware corporation (“Pictos”), for $27 million in cash pursuant to the Agreement and Plan of Merger dated June 9, 2003 (the “Merger Agreement”), by and among ESS, Pictos, and Pictos Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of ESS (“Merger Sub”). ESS consummated the merger of Merger Sub with and into Pictos (the “Merger”). As a result of the Merger, Pictos has become a direct, wholly-owned subsidiary of ESS. In the Merger, each outstanding share of Pictos preferred stock, $0.001 par value, was converted into the right to receive $0.582 in cash.
The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 2.1 hereto and which is incorporated by reference herein.
The text of the press release announcing the consummation of the transactions contemplated by the Merger Agreement is furnished under Item 9 below.
Item 7. Financial Statements,Pro Forma Financial Information and Exhibits.
| | (a) | | Financial statements of businesses acquired. |
The financial statements of Pictos Technologies, Inc. required to be included in this current report on Form 8-K shall be filed by amendment as soon as practicable, but in any event no later than 60 days after the due date of this current report on Form 8-K.
| | (b) | | Pro forma financial information. |
The pro forma financial information for ESS Technology, Inc. relative to the acquired business required to be included in this current report on Form 8-K shall be filed by amendment as soon as practicable, but in any event no later than 60 days after the due date of this current report on Form 8-K.
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| 2.1 | | Agreement and Plan of Merger, dated June 9, 2003, by and among ESS Technology, Inc., Pictos Technologies, Inc. and Pictos Acquisition Corporation. |
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| 99.1 | | Press Release dated June 9, 2003 announcing the Merger. |
Item 9. Regulation FD Disclosure.
On June 9, 2003, ESS issued a press release announcing its acquisition of Pictos. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished pursuant to Item 9 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended.
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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| | | ESS TECHNOLOGY, INC. |
| | | | | |
| | | By: | | /s/ ROBERT L. BLAIR |
| | | | |
|
| | | | | Robert L. Blair |
| Dated: June 24, 2003 | | | | President and Chief Executive Officer |
EXHIBIT INDEX
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| 2.1 | | Agreement and Plan of Merger, dated June 9, 2003, by and among ESS Technology, Inc., Pictos Technologies, Inc. and Pictos Acquisition Corporation. |
| | | |
| 99.1 | | Press Release dated June 9, 2003 announcing the Merger. |
