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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): November 16, 1998
VERILINK CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 0-19360 94-2857548
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(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
145 BAYTECH DRIVE, SAN JOSE, CALIFORNIA 95134
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(Address of principal executive offices) (Zip Code)
408-945-1199
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(Registrant's telephone number, including area code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On November 16, 1998, Verilink Corporation ("Verilink), a Delaware corporation,
consummated a Stock Purchase Agreement (the "Agreement") with Acme-Cleveland
Corporation ("Acme"), an Ohio corporation, to purchase 100% of the issued and
outstanding shares of common stock of TxPort Inc. ("TxPort"), a Delaware
corporation and a wholly-owned subsidiary of Acme.
There are no material relationships between TxPort and Verilink or any of
TxPort's affiliates, any director or officer of Verilink or any associate of any
such director or officer.
Certain of the assets of TxPort are used in the manufacture of high-speed voice
and data communication products and Verilink intends to use such assets in
substantially the same manner.
The total consideration for the acquisition of TxPort's common stock totaled
approximately $10 million. The purchase price was determined in an arms-length
transaction and was paid in cash out of Verilink's working capital.
The acquisition will be accounted for as a purchase and will give rise to a one
time charge in the quarter ending December 27, 1998.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
The audited financial statements of TxPort required to be filed pursuant to
Item 7(a) of Form 8-K will be filed, if required, on a Form 8-K/A within 60
days after this Form 8-K is required to be filed.
(b) Pro forma financial information.
The pro forma financial information required to be filed pursuant to Item 7(b)
of Form 8-K will be filed, if required, on a Form 8-K/A within 60 days after
the date this Form 8-K is required to be filed.
(c) Exhibits.
Pursuant to Item 601 of Regulation S-K, the following exhibits are filed
herewith:
Exhibit No. Description
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2.01 Stock Purchase Agreement Dated as of November 16, 1998 By
and between Acme-Cleveland Corporation As Seller and
Verilink Corporation As Buyer. (The Schedules to the
Agreement have been omitted as not material to an
investment decision. Registrant agrees to furnish
supplementally any omitted schedule to the Commission upon
request).
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SIGNATURES
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 thereunto duly authorized.
VERILINK CORPORATION
December 1, 1998 By: /s/ John C. Batty
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John C. Batty,
Vice President, Finance and Chief
Financial Officer (Duly Authorized
Officer and Principal Financial
Officer)
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EXHIBIT INDEX
Exhibit No. Description
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2.01 Stock Purchase Agreement Dated as of November 16, 1998 By
and between Acme-Cleveland Corporation As Seller and
Verilink Corporation As Buyer. (The Schedules to the
Agreement have been omitted as not material to an
investment decision. Registrant agrees to furnish
supplementally any omitted schedule to the Commission upon
request).