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
Date of Report (Date of earliest event reported) July 6, 1998
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LEVEL ONE COMMUNICATIONS, INCORPORATED
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(Exact name of registrant as specified in charter)
California 0-22068 33-0128224
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
9750 Goethe Road, Sacramento, CA 95827
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (916) 855-5000
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NOT APPLICABLE
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(Former name or former address, if changed since last report.)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 6, 1998 (the "Effective Time"), pursuant to an Agreement and Plan
of Reorganization dated as of June 25, 1998 (the "Merger Agreement"), by and
between Level One Communications, Incorporated, a California corporation ("Level
One"), Aardvark Acquisition Corp., a Delaware corporation and wholly-owned
subsidiary of Level One ("Merger Sub"), and Acclaim Communications, Inc., a
Delaware corporation ("Acclaim"), Level One acquired Acclaim by means of a
statutory merger (the "Merger") of Merger Sub with and into Acclaim with Acclaim
being the surviving corporation in the Merger. As a result of the Merger,
Acclaim became a wholly owned subsidiary of Level One. Merger Sub was formed
solely for the purpose of effecting the Merger.
Pursuant to the Merger Agreement and at the Effective Time, an aggregate of
5,000,000 shares of Level One Common Stock were (i) issued in exchange for all
of the issued and outstanding capital stock of Acclaim and (ii) reserved for
issuance upon exercise of all unexpired and unexercised stock options and
warrants to acquire capital stock of Acclaim (which were assumed by Level One in
the Merger). Each outstanding share of Acclaim capital stock was converted into
the right to receive a number of shares of Level One Common Stock equal to
0.362859 for each share of Acclaim Common Stock, 0.379478 for each share of
Acclaim Series A Preferred Stock, 0.812503 for each share of Acclaim Series B
Preferred Stock, and 0.487502 for each share of Acclaim Series C Preferred Stock
(collectively, the "Exchange Ratios"). All outstanding options and warrants to
purchase Acclaim capital stock outstanding immediately prior to the Merger were
assumed by Level One. Each such option and warrant became exercisable for that
number of shares of Level One Common Stock equal to the product of (a) the
applicable exchange ratio for such class of Acclaim capital stock and (b) the
number of shares of Acclaim capital stock subject to such option immediately
prior to the Merger. The per share exercise price of each such option and
warrant was adjusted to equal the quotient of (x) the per share exercise price
of such option and warrant immediately prior to the Merger divided by (y) the
applicable exchange ratio for such class of Acclaim capital stock, such that the
aggregate exercise price of each option or warrant assumed by Level One remained
equal to the aggregate exercise price of each such option or warrant immediately
prior to the Merger.
The consideration paid by Level One for the outstanding capital stock,
options and warrants of Acclaim pursuant to the Merger Agreement was determined
pursuant to arms' length negotiations and took into account various factors
concerning the valuation of the business of Acclaim and Level One Common Stock.
Acclaim is located in San Jose, California and is a provider of Layer
2/3/4/ Fast Ethernet and Gigabit Ethernet switches and Integrated Multi Service
Access Products. Following the Merger, Level One currently intends to operate
the business of Acclaim as a wholly owned subsidiary.
Reference is hereby made to the Merger Agreement filed herewith as an
exhibit for a more complete description of the terms and conditions of the
Merger.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES BEING ACQUIRED.
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(c) EXHIBITS.
2.1 Agreement and Plan of Reorganization dated as of June 25,
1998, including the exhibits thereto.
2.2 Certificate of Merger dated July 6, 1998, filed with the
Secretary of State of the State of Delaware on July 6, 1998.
99.1 Press release dated June 25, 1998.
99.2 Press release dated July 6, 1998.
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: July 15, 1998 LEVEL ONE COMMUNICATIONS,
INCORPORATED
/s/ John Kehoe
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John Kehoe
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Description of Document Sequentially
Numbered Page
2.1 Agreement and Plan of Reorganization dated as of
June 25, 1998, including the exhibits thereto.
2.2 Certificate of Merger dated July 6, 1998, filed
with the Secretary of State of the State of
Delaware on July 6, 1998.
99.1 Press release dated June 25, 1998
99.2 Press release dated July 6, 1998.
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