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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 11, 1997
ESS TECHNOLOGY, INC.
(Exact name of Registrant as specified in its charter)
CALIFORNIA 0-26660 94-2928582
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation or
organization)
48401 FREMONT BOULEVARD
FREMONT, CALIFORNIA 94538
(Address of principal executive offices) (Zip code)
(510) 492-1088
(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets.
Pursuant to the First Amended and Restated Agreement and Plan of
Reorganization, dated as of April 27, 1997 (the "Reorganization Agreement"), by
and among ESS Technology, Inc., a California corporation ("ESS"), EP Acquisition
Corporation, a California corporation and wholly-owned subsidiary of ESS
("Merger Sub"), and Platform Technologies, Inc., a California corporation
("Platform"), and the related Agreement of Merger (the "Merger Agreement") filed
with the California Secretary of State on June 11, 1997, Merger Sub was merged
with and into Platform (the "Merger"). As a result of the Merger, Platform has
become a wholly-owned subsidiary of ESS. The details of the announcement of the
Reorganization Agreement and the announcement of completion of the Merger are
contained in ESS's press releases dated April 16, 1997, April 29, 1997 and June
12, 1997 attached as exhibits hereto and incorporated by reference herein. The
acquisition is being accounted for as a purchase transaction.
At the time the Merger became effective on June 11, 1997 (the "Effective
Time"), each issued and outstanding share of Platform Common Stock, Class B
Common Stock and Preferred Stock was converted into and exchanged for ESS
Common Stock as follows: (i) each share of Platform Common Stock was converted
into 0.3268199 of a share of ESS Common Stock; (ii) each share of Platform Class
B Common Stock was converted into and exchanged for 0.2282324 of a share of ESS
Common Stock; (iii) each share of Platform Series A Preferred Stock was
converted into and exchanged for 0.2434650 of a share of ESS Common Stock; (iv)
each share of Platform Series B Preferred Stock was converted into and exchanged
for 0.2891619 of a share of ESS Common Stock; (v) each share of Platform Series
C Preferred Stock was converted into and exchanged for 0.4567173 of a share of
ESS Common Stock. Each issued and outstanding option to purchase shares of
Platform Common Stock and Platform Class B Common Stock (collectively, the
"Platform Options") was converted into an option to purchase that number of
shares of ESS Common Stock determined by multiplying the number of Platform
shares subject to such Platform Option by the applicable exchange ratio set
forth above. The aggregate number of shares of Common Stock of ESS issued in
accordance with the terms of the Reorganization Agreement and the Merger
Agreement upon such conversion and exchange was 1,585,642 shares. An additional
954,346 shares of ESS Common Stock are issuable under outstanding options
assumed by ESS in the Merger. No fractional shares of ESS Common Stock were
issued or are issuable in connection with such conversion and exchange. In lieu
thereof, ESS has paid or will pay to the holders of fractional shares of ESS
Common Stock an amount in cash (rounded to nearest whole cent) equal to such
fractional share interest multiplied by $13.13.
Under the terms of the Reorganization Agreement, a total of 158,556 shares
of ESS Common Stock issued as described in the preceding paragraph will be held
in escrow for the purpose of indemnifying ESS against certain liabilities of
Platform. The Escrow Period shall terminate with respect to the Escrow Shares
upon the first anniversary of the Effective Time. In addition, 10% of the shares
of ESS Common Stock issued upon exercise of the Platform Options will be held in
escrow for such purposes.
ESS has granted the holders of the shares of ESS Common Stock issued in
the Merger certain registration rights for a period of one year following the
Effective Time.
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The amount of consideration paid in connection with the Merger was
determined in arms-length negotiations between officers of ESS and Platform. The
terms of the transaction were approved by the Boards of Directors of ESS, Merger
Sub and Platform and by the shareholders of Merger Sub and Platform.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
Audited financial statements of Platform have not been included.
Such financial statements will be filed by amendment to this Current Report on
Form 8-K not later than 60 days following the date this Current Report is
required to be filed.
(b) Pro Forma Financial Information.
Pro Forma financial information relative to Platform has not been
included. Such pro forma financial information will be filed by amendment to
this Current Report on Form 8-K not later than 60 days following the date this
Current Report is required to be filed.
(c) Exhibits.
2.1 First Amended and Restated Agreement and Plan of
Reorganization dated as of April 27, 1997 among Registrant, EP
Acquisition Corporation and Platform Technologies, Inc.
20.1 ESS Press Release dated April 16, 1997 announcing execution of
the Agreement and Plan of Reorganization.
20.2 ESS Press Release dated April 29, 1997 announcing the
conversion of the acquisition of Platform Technologies,
Inc. from a pooling-of-interests to a purchase transaction.
20.3 ESS Press Release dated June 12, 1997 announcing completion
of acquisition of Platform Technologies, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
ESS Technology, Inc.
(Registrant)
Dated: June 24, 1997 By: /s/ JOHN H. BARNET
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John H. Barnet
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit
No. Exhibit
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2.1 First Amended and Restated Agreement
and Plan of Reorganization dated as of
April 27, 1997 among Registrant,
EP Acquisition Corporation and Platform
Technologies, Inc.
20.1 ESS Press Release dated April 16, 1997
announcing execution of the Agreement
and Plan of Reorganization.
20.2 ESS Press Release dated April 29,
1997 announcing the conversion of the
acquisition of Platform Technologies,
Inc. from a pooling-of-interests to a
purchase transaction.
20.3 ESS Press Release dated June 12, 1997
announcing completion of acquisition of
Platform Technologies, Inc.
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