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): September 3, 1999
DIGITAL LINK CORPORATION
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(Exact name of Registrant as specified in its charter)
California
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(State or other jurisdiction of incorporation)
0-23110 77-0067742
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(Commission (IRS Employer
File Number) Identification No.)
217 Humboldt Court, Sunnyvale, California 94089
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(Address of principal executive offices) (Zip Code)
(408) 745-6200
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(Registrant's telephone number, including area code)
Item 5: Other Events.
On September 3, 1999, DLZ Corp., a California corporation ("DLZ
Corp."), and the Registrant entered into an Agreement and Plan of Merger (the
"Merger Agreement"). The Merger Agreement provides for a cash tender offer by
DLZ Corp. for all of the outstanding shares of the Registrant's Common Stock at
a price of $10.30 per share, net to the seller in cash. The offer is conditioned
upon, among other things, there being validly tendered and not withdrawn, that
number of shares which, together with the shares beneficially owned by Vinita
and Narendra Gupta, would constitute not less than 90% of the outstanding shares
of the Registrant's Common Stock. The Merger Agreement also provides that the
offer will be followed by a merger of DLZ Corp. with and into the Registrant, in
which all remaining outstanding shares of the Registrant's Common Stock would be
converted into the right to receive $10.30 per share, net to the seller in cash.
Item 7: Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
The following exhibits are filed with this Form 8-K:
2.1 Agreement and Plan of Merger dated as of September 3,
1999 by and among DLZ Corp. and Digital Link Corporation.
99.1 Press Release dated September 3, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DIGITAL LINK CORPORATION
Date: September 7, 1999 By: /s/ Naresh C. Kapahi
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Naresh Kapahi
Chief Financial Officer
Exhibit Index
Exhibit 2.1 Agreement and Plan of Merger dated as of September 3, 1999 by
and among DLZ Corp. and Digital Link Corporation.
Exhibit 99.1 Press Release dated September 3, 1999.