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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): October 28, 1999
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C-Cube Microsystems Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-23596 77-0192108
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1778 McCarthy Boulevard Milpitas, California 95035
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 944-6300
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(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On October 27, 1999, C-Cube Microsystems Inc., a Delaware corporation
("C-Cube"), entered into an Agreement and Plan of Merger and Reorganization (the
"Merger Agreement") with Harmonic Inc., a Delaware corporation ("Harmonic"),
pursuant to which C-Cube has agreed to merge with Harmonic (the "Merger") after
the spin-off or sale of C-Cube's semiconductor business. A copy of the Merger
Agreement is attached hereto as Exhibit 2.1 and incorporated herein by
reference. The Merger will be effected through the issuance of .5427 of a share
of common stock of Harmonic (the "Shares") in exchange for each share of common
stock of C-Cube outstanding immediately prior to the consummation of the Merger.
The amount of consideration was determined based upon arm's-length negotiations
between C-Cube and Harmonic. Consummation of the Merger is conditioned on C-Cube
either spinning off or selling its semiconductor business prior to the closing
of the Merger in addition to other customary closing conditions, including
applicable regulatory clearances.
The Merger is intended to qualify as a tax-free reorganization under the
Internal Revenue Code of 1986, as amended. The consummation of the Acquisition
is subject to the satisfaction of certain conditions, including certain
regulatory approvals and the approval of the stockholders of both companies.
A copy of the press release issued by C-Cube announcing the Merger
Agreement is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
This document may include forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Actual results could differ materially from those
projected in the forward-looking statement as a result of the risk factors set
forth in the Company's Forms 10-K and 10-Q reports.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
2.1 Agreement and Plan of Merger and Reorganization dated as of October 27,
1999 by and between C-Cube Microsystems, Inc. and Harmonic Inc.
99.1 Press Release of C-Cube dated October 27, 1999.
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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 hereunto duly authorized.
Dated: October 28, 1999 C-CUBE MICROSYSTEMS INC.
/s/ Alexandre Balkanski
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Name
President and Chief Executive Officer
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Title
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INDEX TO EXHIBITS
Exhibit
Number Description of Document
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2.2 Agreement and Plan of Merger and Reorganization dated as of October 27,
1999 by and between C-Cube Microsystems, Inc. and Harmonic Inc.
(excluding exhibits).
99.1 Press Release dated October 27, 1999.