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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)
September 29, 1997
HARMONIC LIGHTWAVES, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware
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(State or other jurisdiction of incorporation)
000-25826 77-0201147
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(Commission File No.) (IRS Employer Identification Number)
549 Baltic Way
Sunnyvale, California 94089
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(Address of Principal Executive Offices)
(408) 542-2500
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(Registrant's Telephone Number, Including Area Code)
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Item 5. Other Events
On September 16, 1997, Harmonic Lightwaves, Inc. (the "Registrant"),
N.M. New Media Communication Ltd., a corporation organized under the laws of
Israel ("NMC"), and each shareholder of NMC (collectively, the "Sellers"),
entered into a Stock Purchase Agreement (the "Purchase Agreement"), whereby,
among other things, the Sellers have agreed to sell, and the Registrant has
agreed to purchase, all of the issued and outstanding securities of NMC (the
"Acquisition") and NMC will become a wholly-owned subsidiary of the Registrant.
The Acquisition will be accounted for under the purchase method of accounting.
In connection with the Acquisition, each outstanding Ordinary Share of
NMC ("NMC Ordinary Share"), will be exchanged for approximately 693.8 shares of
Common Stock of the Registrant ("Registrant Common Stock"), resulting in the
issuance of an aggregate of 1,037,911 shares of Registrant Common Stock to the
Sellers. In addition, each outstanding option to purchase an NMC Ordinary Share
will be assumed by the Registrant and substituted with an option to purchase
693.8 shares of Registrant Common Stock, with the exercise price adjusted
accordingly, resulting in the substitution of options to purchase an aggregate
of 138,758 shares of Registrant Common Stock.
Each party's obligation to consummate the Acquisition is contingent
upon approval of the Acquisition by the appropriate governmental bodies,
obtaining certain consents, favorable legal opinions and certain other
conditions set forth in the Purchase Agreement. Each of the Registrant, NMC and
the Sellers have agreed that, among other things, until the consummation of the
Acquisition or the termination of the Purchase Agreement, they will use their
best efforts to consummate the Acquisition. In addition, NMC and the Sellers
have agreed that, among other things, until the consummation of the Acquisition
or the termination of the Purchase Agreement, they (i) will carry on NMC's
business in the ordinary course and attempt to preserve its present business and
relationships with its customers, suppliers and others and (ii) will not
negotiate, solicit, discuss or consider any information with any third party
other than the Registrant relating to any transaction involving the sale of the
business or assets of NMC (other than in the ordinary course of business).
The foregoing description of the Purchase Agreement does not purport to
be complete and is qualified in its entirety by the terms and conditions of the
Purchase Agreement, which is filed as an Exhibit to this Current Report and is
herein incorporated by reference.
It is anticipated that assuming all conditions to the Acquisition are
satisfied, the Acquisition will occur and a closing will be held in October
1997. The obligations of the parties under the Purchase Agreement shall
terminate, at the request of the Registrant, the Sellers or NMC, if the
Acquisition has not occurred by November 30, 1997.
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Item 7. Financial Statements and Exhibits
(a) Exhibits
2.1 Stock Purchase Agreement dated as of September 16, 1997
among Registrant, NMC and the Sellers (the "Purchase
Agreement"), including an index of exhibits and
schedules and Exhibit 2.4(a)(iv).
20.1 Press Release, dated September 16, 1997, announcing the
signing of the Purchase Agreement.
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SIGNATURE
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.
HARMONIC LIGHTWAVES, INC.
Dated: September 29, 1997 By: /s/ Anthony J. Ley
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Anthony J. Ley
President and Chief Executive Officer
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HARMONIC LIGHTWAVES
CURRENT REPORT ON FORM 8-K
INDEX TO EXHIBITS
Exhibit No. Description
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2.1 Stock Purchase Agreement (the "Purchase Agreement") dated as
of September 16, 1997, among Harmonic Lightwaves, Inc., N.M.
New Media Communication Ltd. ("NMC") and each shareholder of
NMC, including an index of exhibits and schedules and Exhibit
2.4(a)(iv).
20.1 Press Release, dated September 16, 1997, announcing the
signing of the Purchase Agreement.
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