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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): APRIL 26, 2000
VA LINUX SYSTEMS, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 000-28369 77-0399299
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(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1382 BORDEAUX DRIVE
SUNNYVALE, CALIFORNIA 94089
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(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(408) 542-8600
NOT APPLICABLE
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS.
On April 26, 2000, VA Linux Systems, Inc., a Delaware corporation ("VA
Linux"), and Andover.Net, Inc. ("Andover"), a Delaware corporation, amended and
restated the Agreement and Plan of Reorganization entered into by the parties,
on February 2, 2000, pursuant to which, among other things, VA Linux will
acquire all of the outstanding shares of Andover.
The transaction remains subject to certain closing conditions, including
customary regulatory approvals and the approval of Andover's stockholders.
The press release announcing this transaction is filed as Exhibit 99.1
hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
2.1* Amended and Restated Agreement and Plan of
Reorganization dated April 26, 2000.
99.1 Text of Press Release dated April 26, 2000.
* Incorporated by reference to exhibit 2.1 on VA Linux's Registration Statement
on Form S-4, filed with the Commission on April 27, 2000.
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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: May 9, 2000 By: /s/ JOHN T. HALL
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John T. Hall
Vice President, Support and
Professional Services
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EXHIBIT INDEX
Exhibit Number Description
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2.1* Amended and Restated Agreement and Plan of Reorganization
dated April 26, 2000.
99.1 Text of Press Release dated April 26, 2000.
* Incorporated by reference to exhibit 2.1 on VA Linux's Registration Statement
on Form S-4, filed with the Commission on April 27, 2000.