UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): April 29, 1997
NETWORK PERIPHERALS INC.
(Exact name of registrant as specified in its charter)
Delaware 0-23970 77-0216135
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
1371 McCarthy Boulevard, Milpitas, CA 95035
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 321-7300
(Former name, former address and former fiscal year,
if changed since last report)
This report consists of 50 pages.
Item 2. Acquisition or Disposition of Assets
(a) Pursuant to the Purchase Agreement dated as of April 29, 1997
(the "Purchase Agreement"), by and among the registrant, Network Peripherals
Inc., a Delaware corporation ("NPI"), the holders of all of the outstanding
stock of NetVision Corporation, a Delaware corporation (the "Sellers") and Paul
Lowell and Robert J. Zecha (the "NVC Agents"), the registrant acquired from the
Sellers all of the issued and outstanding shares (the "Shares") of NetVision
Corporation ("NVC"), and assumed certain payment obligations of NVC as set forth
in the Agreement. Pursuant to the Agreement, the Sellers received a cash payment
of $1.363 for each NVC share purchased by the Registrant, amounting to an
aggregate cash payment of $5,000,000, of which $441,326.38 was deposited in an
escrow account as security for certain of the Sellers' agreement to indemnify
NPI for certain contingencies. The purchase price was paid in cash from the
Company's working capital. The principle used to determine the amount of
consideration was arms-length negotiation. Before the acquisition, there was no
material relationship between NVC and the registrant or any of its affiliates,
any director or officer of the registrant, or any associate of any such director
or officer, except that Barry Rubenstein, a general partner of Applewood
Associates, L.P., a Seller which owned approximately 21% of the outstanding
stock of NVC, is also a principal of Seneca Ventures, which owns approximately
6% of the outstanding stock of NPI. NPI does not consider Seneca Ventures an
affiliate of NPI.
Before the acquisition, NVC was a privately-held company
specializing in the development of Gigabit Ethernet products. NVC has continued
as a wholly-owned subsidiary of the registrant subsequent to the closing of the
Purchase Agreement, although its employees have become employees of NPI.
The registrant considers the acquisition of the stock of NVC as a
purchase of a business, as defined in Rule 11-01(d) of Regulation S-X.
Item 7. Financial Statements and Exhibits.
(a) Since NVC will not be a significant
subsidiary of NPI as defined in Rule 1.02(w)
of Regulation S-X, the acquisition of the
Shares of NVC does not constitute a
significant business combination as defined
in Rule 11-01(b) of Regulation S-X;
therefore no financial statements of NVC are
required to be filed pursuant to Article 3
of Regulation S-X.
(b) Since NVC will not be a significant
subsidiary of NPI as defined in Rule 1.02
(w) of Regulation S-X, the acquisition of
the Shares of NVC does not constitute a
significant business combination as defined
in Rule 11-01(b) of Regulation S-X;
therefore no pro forma financial information
is required to be filed pursuant to Article
11 of Regulation S-X.
(c) The following exhibits are attached hereto
and filed herewith:
2.1 Form of Purchase Agreement between
the registrant, the Sellers and the
NVC Agents.
2.2 Press release dated April 30, 1997
announcing the purchase.
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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 thereunto duly authorized.
Date: May 14, 1997 NETWORK PERIPHERALS, INC.
By: /s/ Robert O. Hersh
-----------------------
Robert O. Hersh
Chief Financial Officer
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Network Peripherals, Inc.
Exhibit Index
to Form 8-K
Exhibit No. Description
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2.1 Purchase Agreement by and among
the registrant, the Sellers and the NVC
Agents, dated as of April 29, 1997
2.2 Press Release dated April 30, 1997 announcing the purchase
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