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 3, 2000
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COM21, INC.
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(Exact name of registrant as specified in charter)
Delaware 000-24009 94-3201698
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
750 Tasman Drive, Milpitas, CA
95035
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(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code 408-953-9100
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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 April 18, 2000, Com21, Inc. ("Com21"), entered into a definitive
agreement setting forth the terms and conditions of a stock-for-stock
share acquisition of GADline, Ltd. ("GADline"), by Com21 (the
"Purchase"). Pursuant to the Share Purchase Agreement, dated as of April
18, 2000, as amended (the "Share Purchase Agreement"), by and among
Com21, GADline, the sellers party thereto and Ofir Zemer, as Sellers'
Representative, Com21 purchased all of the issued and outstanding
ordinary shares of GADline (the "Purchase"). The Purchase was completed
on July 3, 2000.
The aggregate purchase price for all issued and outstanding ordinary
shares of GADline consisted of 2,281,177 shares of Com21's common stock
(the "Com21 Shares"), including shares which are being held in escrow to
indemnify Com21 against certain damages that it may incur arising out of
the Share Purchase Agreement. An additional 231,751 shares of Com21's
common stock are reserved for issuance upon exercise of outstanding
GADline stock options that were assumed in the Purchase, and an
additional 359,636 shares of Com21's common stock may be issued to the
former shareholders and optionholders of GADline upon the achievement of
certain milestones.
All of the Com21 Shares issued in the Purchase were sold in reliance
on an exemption from registration under the Securities Act of 1933, as
amended (the "Securities Act"), and constitute "restricted securities"
under the Securities Act. The Com21 Shares are also subject to
additional restrictions on transfer as set forth in the Share Purchase
Agreement.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(a) Financial Statements of Business Acquired. The
required financial statements shall be filed by amendment
not later than 60 days after this initial report must be
filed.
(b) Pro Forma Financial Information. The required
financial statements shall be filed by amendment not later
than 60 days after this initial report must be filed.
(c) Exhibits.
Exhibits Description
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2.1 Share Purchase Agreement, dated as of April 18, 2000, as amended
(the "Share Purchase Agreement"), by and among Com21, GADline, the
sellers party thereto and Ofir Zemer, as Sellers' Representative
(Pursuant to Item 601(b)(2) of Regulation S-K, the exhibits to the
Share Purchase Agreement have been omitted. The Registrant agrees
to furnish such exhibits supplementally upon the request of the
Commission.)
99.1 Press release of Com21 dated July 6, 2000.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
COM21, INC.
Date: July 18, 2000 By: /s/ DAVID L. ROBERTSON
__________________________
Name: David L. Robertson
Title: Vice President, Finance
Chief Financial Officer