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) November 24, 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 November 24, 1998 (the "Closing Date"), pursuant to an Agreement and
Plan of Reorganization dated as of November 9, 1998 (the "Merger Agreement"), by
and between Level One Communications, Incorporated, a California corporation
("Level One"), Thunderhill Acquisition Corp., a Delaware corporation and wholly-
owned subsidiary of Level One ("Merger Sub"), and Jato Technologies, Inc., a
Delaware corporation ("Jato"). Level One acquired Jato by means of a statutory
merger (the "Merger") of Merger Sub with and into Jato with Jato being the
surviving corporation in the Merger. As a result of the Merger, Jato became a
wholly owned subsidiary of Level One on the Closing Date. Merger Sub was formed
solely for the purpose of effecting the Merger.
Pursuant to the Merger Agreement and at the Closing Date, an aggregate of
approximately 3,037,875 shares of Level One Common Stock were (i) issued in
exchange for all of the issued and outstanding Jato common stock and (ii)
reserved for issuance upon exercise of all unexpired and unexercised stock
options to acquire Jato common stock (which were assumed by Level One in the
Merger). Each outstanding share of Jato common stock was converted into the
right to receive .458733 (the "Exchange Ratio") of a share of Level One Common
Stock. All outstanding options to purchase Jato common stock outstanding
immediately prior to the Merger were assumed by Level One. Each such option
became exercisable for that number of shares of Level One Common Stock equal to
the product of (a) the Exchange Ratio and (b) the number of shares of Jato
common stock subject to such option immediately prior to the Merger. The per
share exercise price of each such option was adjusted to equal the quotient of
(x) the per share exercise price of such option immediately prior to the Merger
divided by (y) the Exchange Ratio, such that the aggregate exercise price of
each option assumed by Level One remained equal to the aggregate exercise price
of each such option immediately prior to the Merger.
The consideration paid by Level One for the outstanding common stock and
options of Jato 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 Jato and Level One Common Stock.
Jato is located in Austin, Texas. Jato is a silicon provider of high
performance, multi-speed Gigabit Ethernet controller technology and has recently
commenced initial shipments of their first product.
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.
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 November 9,
1998.
2.2 Certificate of Merger dated November 24, 1998, filed with the
Secretary of State of the State of Delaware on November 24,
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: December 9, 1998 LEVEL ONE COMMUNICATIONS,
INCORPORATED
/s/ John Kehoe
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John Kehoe
Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description of Document Sequentially
Numbered Page
2.1 Agreement and Plan of Reorganization dated
as of November 9, 1998.
2.2 Certificate of Merger dated November 24, 1998,
filed with the Secretary of State of the State
of Delaware on November 24, 1998.