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: March 16, 1999
Lotus Pacific, Inc.
(Exact name of registrant as specified in its charter)
Delaware
State of Organization
000-24999
Commission File Number
52-1947160
Employer Identification Number
200 Centennial Avenue, Suite 201, Piscataway, New Jersey 08854
Address of Principal Executive Office
(732) 885-1750
Registrant's Telephone Number, Including Area Code
Item 5. OTHER EVENTS
On March 16, 1999, the Registrant announced that it had entered into an
Acquisition Agreement to acquire an equity interest in TurboNet Communications
("TurboNet"), a San Diego, California, corporation. Under the terms of the
Acquisition Agreement, the Registrant will issue $80 million worth of
restricted shares in exchange for 81% of TurboNet's equity. The shares so
issued by the Registrant are prohibited from being sold until TurboNet's
annual gross revenue exceeds $30 million with a before-tax annual net profit
of not less than $6 million. The Registrant also agreed to provide TurboNet
with $20 million in cash as working capital.
TurboNet is a premier developer of advanced cable modem technologies and
products, including DOCSIS compliant cable modem chipsets, TurboPort-MCNS
cable network module, MCNS cable data bridge, and internal and external cable
modems. TurboNet also provides cable modems and infrastructure on an OEM
basis. Toshiba Corporation of Japan is one of TurboNet's shareholders and
partners.
On March 16, 1999, the Registrant announced that it had entered into an
agreement with Arescom Inc. ("Arescom"), a Fremont, California, corporation,
whereby the Registrant will issue $30 million worth of restricted shares to
acquire an 81% equity interest in Arescom. The shares so issued by the
Registrant may not be sold until Arescom's annual gross revenue exceeds $15
million with a before-tax annual net profit of not less than $3 million. The
Registrant also agreed to provide Arescom with $10 million in cash as working
capital.
Arescom designs, manufactures and markets a complete line of high quality
inter-networking router equipment for PSTN, ISDN, xDSL and Ethernet
environments. Arescom provides users with a broad range of remote access
products that integrate voice and data along with Intelligent GUI and 100%
remote management tools for easy set-up and network management. Arescom has
established partners and channels throughout the world to develop and market
its router products for vertical and mass communication markets. Its customers
include ISPs, re-sellers and system integrators in North America. Arescom's
worldwide partners include Telecom Device of Japan, NST of China, EuroBizz of
Germany, Viking Telecom of Sweden, Exer Datacom of France, Dakel Information
of Spain, and PcExpress of Italy.
Both acquisitions are subject to approval by Registrant's shareholders as well
as completion of due diligence. The acquisitions are expected to be completed
before the close of Registrant's fourth fiscal quarter ending June 30, 1999.
Both transactions will be accounted for as purchase method.
Attached hereto and incorporated herein by reference as Exhibits 99.1 and 99.2,
are copies of press releases issued by the Registrant on March 16, 1999,
concerning the TurboNet and Arescom acquisitions, respectively.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Exhibit 99.1 Press release of the Registrant dated March 16, 1999, announcing
its agreement to acquire an 81% equity interest in TurboNet Communications; and
Exhibit 99.2 Press release of the Registrant dated March 16, 1999, announcing
its agreement to acquire an 81% equity interest in Arescom Inc.
Signatures
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant had duly caused this report to be signed on its behalf by
the undersigned, thereto duly authorized.
LOTUS PACIFIC, INC.
Date: March 16, 1999 By: /s/ James Yao
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James Yao, Chairman & President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following person on behalf of the
registrant and in capacities and on the dates indicated.
By: /s/ Gary Huang
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Gary Huang, Chief Financial Officer