1
===============================================================================
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): FEBRUARY 2, 2000
VA LINUX SYSTEMS, INC.
- -------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 000-28369 77-0399299
- -------------------------------------------------------------------------------
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1382 BORDEAUX DRIVE
SUNNYVALE, CALIFORNIA 94089
- -------------------------------------------------------------------------------
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(408) 542-8600
NOT APPLICABLE
- -------------------------------------------------------------------------------
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
===============================================================================
2
ITEM 5. OTHER EVENTS.
On February 2, 2000, VA Linux Systems, Inc., a Delaware Corporation ("VA
Linux"), Atlanta Acquisition Corp., a Delaware corporation and wholly-owned
subsidiary of VA Linux ("Merger Sub"), and Andover.Net, Inc. ("Andover"), a
Delaware corporation, entered into an Agreement and Plan of Reorganization,
dated as of February 2, 2000, pursuant to which, among other things, Merger Sub
will merge with and into Andover, and either Andover or Merger Sub will continue
as the surviving corporation (the "Merger"). The Merger is intended to qualify
as a reorganization under Section 368(a) of the Internal Revenue Code of 1986,
as amended.
The transaction is subject to certain closing conditions, including
customary regulatory approvals and the approval of Andover's shareholders.
Holders of approximately 46.5% of Andover's issued and outstanding common stock
have executed agreements to vote their shares in favor of the transaction.
The press release announcing this transaction is filed as Exhibit 99.1
hereto.
The conference call script discussing this transaction is filed as
Exhibit 99.2 hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
2.1 Agreement and Plan of Reorganization dated
February 2, 2000.
99.1 Text of Press Release dated February 3, 2000.
99.2 Text of Conference Call Script dated February 3,
2000.
-2-
3
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.
VA LINUX SYSTEMS, INC.
a Delaware corporation
Dated: February 14, 2000 By: /s/ Larry M. Augustin
-------------------------
Larry M. Augustin
President and Chief Executive Officer
4
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
2.1 Agreement and Plan of Reorganization dated February 2, 2000.
99.1 Text of Press Release dated February 3, 2000.
99.2 Text of Conference Call Script dated February 3, 2000.