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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 20, 2000
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SPECTRIAN CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 77-0023003
(State or other jurisdiction of (IRS Employer
Incorporation) Identification No.)
0-24360
(Commission File Number)
350 West Java Drive 94089
Sunnyvale, California (Zip Code)
(Address of principal executive offices)
(408) 745-5400
(Registrant's telephone number, including area code)
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[N/A]
(Former name or address, if changed since last report)
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Item 5. Other Events.
On November 20, 2000, Spectrian Corporation ("Company") entered into an
Asset Purchase Agreement with Cree, Inc. and Zoltar Acquisition, Inc. ("Buyer")
providing for the sale of certain assets comprising Company's UltraRF division.
The assets to be sold include business inventories, equipment and tangible
property, intangible assets, contract rights, records, supplies, rights
associated with prepaid expenses, certain rights against third parties, certain
software and certain trade accounts receivable.
The aggregate purchase price to be paid by Buyer under the Asset
Purchase Agreement is to consist of stock consideration of approximately 908,000
shares of Cree common stock plus approximately $30 million in cash or additional
Cree shares, worth $30 million.
Buyer has no material relationship with the Company or, to the
knowledge of the Company, with any of its affiliates, directors, officers or
their associates.
Attached as an Exhibit is a copy of the press release of November 21,
2000, announcing the transaction.
Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
2.1 Asset Purchase Agreement dated as of November 20, 2000 among
Cree, Inc., Zoltar Acquisition, Inc. and Spectrian
Corporation.
99.1 Press Release dated November 21, 2000.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Spectrian Corporation has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
SPECTRIAN CORPORATION
By: /s/ Michael D. Angel
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Michael D. Angel
Executive Vice President, Finance
and Administration,
Chief Financial Officer and Secretary
Date: December 5, 2000
EXHIBIT INDEX
Exhibit No. Description
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2.1 Asset Purchase Agreement dated as of November 20, 2000 among Cree,
Inc., Zoltar Acquisition, Inc. and Spectrian Corporation.
99.1 Press Release of Spectrian Corporation, dated November 21, 2000.