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
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Date of Report: May 16, 2003
NEXLAND, INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 333-3074 37-1356503
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1101 BRICKELL AVENUE, NORTH TOWER, SECOND FLOOR, MIAMI FLORIDA 33131
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (305) 358-7771
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On May 13, 2003, Nexland, Inc. issued a press release announcing it
signed an Agreement and Plan of Merger by and among Symantec Corporation,
Nebraska Acquisition Sub, Inc., a wholly-owned subsidiary of Symantec
Corporation, and Nexland, Inc. Pursuant to the Agreement and Plan of Merger,
Nebraska Acquisition Sub will merge with and into Nexland and Nexland will
become a wholly-owned subsidiary of Symantec. In addition, certain stockholders
of Nexland have entered into voting agreements to vote in favor of the merger
and against certain other matters. If the merger is completed, then Nexland's
stockholders will receive total merger consideration of $19,600,000, or
approximately $0.5118 per share.
The merger is subject to customary closing conditions, including
receiving the necessary approval of Nexland's stockholders. Copies of the press
release, Agreement and Plan of Merger and form of voting agreements are attached
as exhibits to this filing.
The foregoing description of the Agreement and Plan of Merger, voting
agreements and transactions contemplated thereby do not purport to be complete
and are qualified in their entirety by reference to the Agreement and Plan of
Merger and the voting agreements, copies of which are attached to this filing.
ITEM 7. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION
2.1 Agreement and Plan of Merger, dated May 13, 2003,
by and among Symantec Corporation, Nebraska
Acquisition Sub, Inc. and Nexland, Inc.
9.1 Form of Voting Agreement, dated May 13, 2003, by
and among Symantec Corporation, Nexland, Inc. and
certain stockholders of Nexland, Inc.
99.1 Press Release, dated May 14, 2003
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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.
DATE: MAY 16, 2003 NEXLAND, INC.
By: /s/ Gregory S. Levine
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Name: Gregory S. Levine
Its: President
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