UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
MARCH 10, 2000
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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CELLNET DATA SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE COMMISSION FILE NUMBER: 94-2951096
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) 000-21409 Identification Number)
125 SHOREWAY ROAD
SAN CARLOS, CALIFORNIA 94070
(Address of principal executive offices, including zip code)
(650) 508-6000
(Registrant's Telephone Number, Including Area Code)
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
As previously reported, on February 4, 2000, CellNet Data Systems, Inc.
("CellNet"), together with its subsidiaries (collectively, the "Debtors"), filed
voluntary petitions for relief under Chapter 11 of Title 11 of the United States
Code, 11 U.S.C. Sections 101 et seq. (the "Bankruptcy Code") in the United
States Bankruptcy Court for the District of Delaware -- IN RE CELLNET DATA
SYSTEMS, INC., ET AL., DEBTORS, Chapter 11, Case No. 00-00844 (PJW). The
directors and officers of the Debtors are expected to remain in possession
during the proceedings, subject to the supervision and orders of the Court.
Debtors filed their petitions pursuant to a proposal letter (the
"Proposal Letter") and an attached summary of terms of an agreement (the
"Summary of Terms") with Schlumberger Limited ("Schlumberger") pursuant to which
Schlumberger, or an entity designated by it, would acquire all or substantially
all of the assets and business operations of the Debtors and certain specified
liabilities related thereto. On March 3, 2000, Schlumberger Resource Management
Services, Inc. (as "Purchaser") and Schlumberger Technology Corporation (its
parent company), each affiliates of Schlumberger, entered into an Asset Purchase
Agreement (the "Asset Purchase Agreement") dated as of March 1, 2000 with
certain of the Debtors including CellNet (as "Sellers"). The Asset Purchase
Agreement contains the definitive terms under which the Purchaser would acquire
from the Sellers all or substantially all of the assets and business operations
of the Debtors and certain specified liabilities related thereto. The Asset
Purchase Agreement is intended to carry out the provisions contained in the
Proposal Letter and Summary of Terms, copies of which have been previously filed
with CellNet's Report on Form 8-K dated February 7, 2000 under Item 7 (c). A
copy of the Asset Purchase Agreement has been filed with the United States
Bankruptcy Court for the District of Delaware. A copy of the Asset Purchase
Agreement, without schedules and exhibits, is attached as an exhibit to this
Report on Form 8-K under Item 7 (c).
On March 9, 2000, the parties to the Asset Purchase Agreement entered
into a First Amendment to Asset Purchase Agreement (the "First Amendment") to
effect certain minor changes therein. A copy of the First Amendment is
attached as an exhibit to this Report on Form 8-K under Item 7(c).
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
99.1 Asset Purchase Agreement dated as of March 1, 2000.
99.2 First Amendment to Asset Purchase Agreement dated as of March 9,
2000.
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.
CellNet Data Systems, Inc.
(Registrant)
Date: March 10, 2000
David L. Perry
Vice President and Secretary
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