SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 (DATE OF EARLIEST EVENT REPORTED): SEPTEMBER 30, 1999
NETRIX CORPORATION
(Exact Name of Registrant as Specified in Charter)
DELAWARE 000-20512 54-1345159
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
NETRIX CORPORATION
13595 DULLES TECHNOLOGY DRIVE
HERNDON, VIRGINIA 20171
(Address of Principal Executive Offices, Including Zip Code)
(703) 742-6000
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On September 30, 1999, Netrix Corporation, a Delaware corporation
("Netrix"), and OpenROUTE Networks, Inc., a Massachusetts corporation
("OpenROUTE"), entered into an Agreement and Plan of Merger (the "Merger
Agreement"), that provides, among other things, for the merger (the "Merger") of
OpenROUTE with and into Netrix. Upon consummation of the Merger, OpenROUTE will
become a wholly-owned subsidiary of the Netrix.
The transaction has been approved by the boards of directors of both
companies, but remains contingent upon, among other things, approval by the
stockholders of both Netrix and OpenROUTE and other customary conditions.
Under the terms of the Merger Agreement, Netrix stockholders will retain
their shares and OpenROUTE stockholders will receive one share of the Netrix
common stock in exchange for each share of OpenROUTE common stock held by them
at the effective time of the Merger. Options to purchase shares of OpenROUTE
common stock also will be converted. Each holder of an option to purchase shares
of OpenROUTE common stock will receive an option to purchase shares of Netrix
common stock in the same number and at the same exercise price per share as was
held under the option to purchase OpenROUTE shares.
The Merger is intended to constitute a tax-free reorganization.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Not Applicable
(b) Pro Forma Financial Information.
Not Applicable
(c) Exhibits.
The following exhibits are filed with this Report:
EXHIBIT NO. DESCRIPTION.
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2.1 Agreement and Plan of Merger by and between Netrix
Corporation and OpenROUTE Networks, Inc., dated as of
September 30, 1999.
99.1 Voting Agreement, by and between OpenROUTE Networks, Inc.
and Howard Salwen, dated as of September 30, 1999.
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99.2 Voting Agreement, by and between OpenROUTE Networks, Inc.
and Bryan Holley, dated as of September 30, 1999.
99.3 Voting Agreement, by and between Netrix Corporation and
Steven T. Francesco, dated September 30, 1999.
99.4 Joint Press Release of Netrix Corporation and OpenROUTE
Networks, Inc., dated September 30, 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.
NETRIX CORPORATION
Date: October 14, 1999 By: /s/ Peter J. Kendrick
_______________________________
Name: Peter J. Kendrick
Title: Chief Financial Officer
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EXHIBIT LIST
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger by and between Netrix
Corporation and OpenROUTE Networks, Inc., dated as of
September 30, 1999.
99.1 Voting Agreement, by and between OpenROUTE Networks, Inc.
and Howard Salwen, dated as of September 30, 1999.
99.2 Voting Agreement, by and between OpenROUTE Networks, Inc.
and Bryan Holley, dated as of September 30, 1999.
99.3 Voting Agreement, by and between Netrix Corporation and
Steven T. Francesco, dated September 30, 1999.
99.4 Joint Press Release of Netrix Corporation and OpenROUTE
Networks, Inc., dated September 30, 1999.
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