UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 15(d) of The Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported) February 25, 2005
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ASANTE TECHNOLOGIES, INC.
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Exact name of registrant as specified in its charter)
Delaware 0-22632 77-0200286
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2223 Old Oakland Road, San Jose, CA 95131
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(Address of principal executive office
Registration's telephone number, including area code: (408) 435-8401
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) [] Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.01 Entry into a Material Definitive Agreement.
On February 25, 2005, Asante Technologies, Inc. ("Asante") entered into an
Agreement and Plan of Acquisition (the "Agreement") with TechnoConcepts, Inc.
Pursuant to the Agreement, TechnoConcepts will acquire all of the assets and
business of Asante and substantially all of the liabilities of Asante in
exchange for 1,111,111 shares of Techno Concepts' restricted common stock,
valued, for purposes of this transaction, at $4.50 per share for an aggregate
value of $5 million.. In addition, the Agreement includes a two year earn-out
provision whereby TechnoConcepts will issue additional shares of its restricted
common stock worth $1,500,000 in each year of 2005 and 2006 if certain revenue
goals are achieved.
The Board of Directors of both companies has approved the transaction. The
acquisition, which is subject to completion of customary consents, terms and
conditions as well as shareholder and lien holder approval, is expected to close
within the next 60 days.
SECTION 9 - FINANCIAL STATEMENT AND EXHIBITS
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
2.1 Agreement and Plan of Acquisition
99.1 Press Release dated March 3, 2005
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.
Dated: March 3, 2005 ASANTE TECHNOLOGIES, INC.
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(Registrant)
/s/ Jeff Lin
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Jeff Lin, President