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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)
January 5, 1998
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)
0-25826 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 2. Acquisition or Disposition of Assets
On January 5, 1998, pursuant to a Stock Purchase Agreement (the
"Purchase Agreement") dated as of September 16, 1997, as amended on November 25,
1997 among Harmonic Lightwaves, Inc., a Delaware corporation (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"), the
Sellers sold, and the Registrant purchased, all of the issued and outstanding
securities of NMC (the "Acquisition") and NMC became a wholly-owned subsidiary
of the Registrant. The Acquisition will be accounted for under the purchase
method of accounting. NMC will continue to operate out of its headquarters in
Israel.
In connection with the Acquisition, each outstanding Ordinary Share of
NMC ("NMC Ordinary Share"), was exchanged for approximately 693.8 shares of
Common Stock of the Registrant ("Registrant Common Stock"), and cash in the
amount of approximately $0.6684, resulting in the issuance of an aggregate of
1,037,911 shares of Registrant Common Stock and the payment by Registrant of an
aggregate of $1,000. In addition, each outstanding option to purchase an NMC
Ordinary Share was assumed by the Registrant and substituted with an option to
purchase 693.8 shares of Registrant Common Stock, with the exercise price
adjusted accordingly.
NMC develops broadband data communications technologies, offering
commercially available, high-speed solutions on all broadband platforms. In
1996, NMC began deployment of its systems in the United States, Europe, Asia
and the Middle East.
Harmonic is a worldwide supplier of highly integrated fiber optic
transmission, digital headend and element management systems for the delivery
of interactive services over broadband networks. Harmonic designs,
manufactures and markets optical transmitters, nodes, receivers, digital video
compression and modulation equipment and element management hardware and
software. These products are used by major communications providers, such as
cable television operators, in bi-directional networks.
Item 7. Financial Statements
(a) Financial Statements of NMC
It is impracticable for the Registrant to provide
financial statements for the business acquired at this time.
Such financial statements shall be filed as soon as
practicable, but not later than sixty (60) days after the date
hereof.
(b) Pro Forma Financial Information
It is impracticable for the Registrant to provide Pro
Forma financial information assuming a business combination
between the Registrant and NMC at this time. Such Pro Forma
financial information shall be filed as soon as practicable,
but not later than sixty (60) days after the date hereof.
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(c) Exhibits
2.1 Stock Purchase Agreement dated as of September
16, 1997 among Registrant, NMC and the
Sellers, including Exhibit 2.4(a)(iv) attached
thereto.(1)
2.2 First Amendment to Stock Purchase Agreement
dated November 25, 1997 among Registrant, NMC
and the Sellers.
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(1) Incorporated by reference to the Registrant's Current Report
on 8-K filed with the Securities and Exchange Commission on
September 29, 1997.
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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: January 6, 1998 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
2.1 Stock Purchase Agreement (the "Purchase Agreement") dated as
of September 16, 1997 among Harmonic Lightwaves, Inc.
("Registrant"), N.M. New Media Communication Ltd. ("NMC") and
each shareholder of NMC, including Exhibit 2.4(a)(iv) attached
thereto.(1)
2.2 First Amendment to Stock Purchase Agreement dated November 25,
1997 among Registrant, NMC and each shareholder of NMC.
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(1) Incorporated by reference to the Registrant's Current Report
on 8-K filed with the Securities and Exchange Commission on
September 29, 1997.
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