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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest reported event): November 22, 2002
Entrada Networks, Inc.
(Exact name of registrant as specified in its charter)
000-26952
(Commission File Number)
DELAWARE 33-0676350
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
12 Morgan, Irvine, California 92618
(Address of principal executive offices, with zip code)
(949) 588-2070
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITIONS AND DISPOSITION OF ASSETS.
On August 15, 2002, we signed a definitive agreement to acquire Savant
Consulting Group, Inc., a New Jersey-based provider of outsourced information
technology solutions. We filed a Form 8-K with the SEC on August 19, 2002
describing the merger and including as an exhibit the Agreement and Plan of
Merger with Exhibits A & B. On October 10, 2002 we filed Form 8-K/A with the SEC
providing pro forma consolidated financial statements. On November 22, 2002 we
signed an Amended and Restated Agreement and Plan of Merger that amends the
transaction to a merger between our newly formed subsidiary Entrada
Acquisitions, LLC and DBW, Inc., Savant's parent corporation. This Amended and
Restated Agreement and Plan of Merger is provided as Exhibit 2.2 to this 8-K/A.
There are no changes to the exhibits to the merger agreement that were filed
with the 8-K on August 19, 2002. The merger is with one of our subsidiaries, it
complies with Delaware General Corporation Law and only board approval is
required therefore the transaction will not be submitted for shareholder
approval. This merger is subject to customary closing conditions.
In consideration for the merger, DBW's shareholder HandsOn Ventures, LLC, a
Santa Monica, California based venture capital firm, will receive cash and/or
common stock and Series B preferred shares of Entrada Networks. This
consideration is the same as in the prior merger agreement. The Series B
Convertible Preferred Stock will have a liquidation value of $5,000,000. The
cash and/or common stock will have a value of $1,000,000 and will be payable in
four installments over one year. The purchase price can increase by up to an
additional $3,400,000, based upon the performance of Savant after the closing in
the years 2003, through 2005. In the event that all the Series B Convertible
Preferred Stock is converted into common stock and the $1,000,000 is paid all in
common stock, HandsOn Ventures, LLC will own more than 74% of our shares.
Savant, which is a preferred vendor to a number of Fortune 500 companies, was
founded in 1997. Savant achieved net revenues of $17.3 million during the nine
months ended September 30, 2002, and $17.3 million for the year ended December
31, 2001. For the six months ended July 31, 2002 and the fiscal year ended
January 31, 2002, Entrada Networks achieved net revenues of $6.6 million and
$13.3 million, respectively.
In deciding to approve the merger, our board of directors considered the
opinion, dated as of September 12, 2002, of FMV Opinions, Inc. (which we will
refer to as "FMV"), as to the fairness to us of the consideration being paid
under the merger agreement from a financial point of view. This favorable
opinion and its accompanying cover letter are attached as Exhibits 99.9 and
99.10 to this Form 8-K/A and sets forth assumptions made, matters considered and
limitations on the review undertaken in connection with the opinion. This
opinion is directed to the board of directors and is not a recommendation to
shareholders with respect to any matter relating to the merger.
Our director, Rohit Phansalkar, has an equity interest in HOV's
proceeds from a sale or other disposition of Savant, and the value of that
interest will be impacted by the successful completion of the merger.
Our chairman, CEO and president, Kanwar Chadha, is the brother of Par
Chadha, and Par Chadha is a beneficial owner of DBW. Our director and CFO,
Davinder Sethi, is first cousin of Par Chadha, and Dr. Sethi has, from time to
time, provided advice to HandsOn Ventures or other entities beneficially owned
by HOV's beneficial owner, Par Chadha.
As described elsewhere in this document, Savant plans to derive an
increasing amount of its revenue from the provision of services such as Project
Life Cycle management, software application development and maintenance, and
help desk support. Savant has designated Digital Boardwalk, Inc., which is owned
by HOV, a preferred vendor for the delivery of these and other services.
The executive finance operations of Savant are located within the
offices of HOV and Savant pays to HOV rent as a sub-tenant.
ITEM 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable
(c) Exhibits
Exhibit No. Description
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2.2 Amended and Restated Agreement and Plan of Merger
99.9 Cover Letter of Fairness Opinion of FMV Opinions, Inc.
Issued September 12, 2002
99.10 Fairness Opinion of FMV Opinions, Inc. Issued September 12, 2002
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ABOUT ENTRADA NETWORKS
Entrada Networks currently has three wholly owned subsidiaries that focus on
developing and marketing products in the storage networking and network
connectivity industries. Rixon Networks manufactures and sells a line of fast
and gigabit Ethernet adapter cards that are purchased by large networking
original equipment manufacturers as original equipment for servers, and other
computer and telecommunications products. Rixon's focus is on two- and four-port
cards and drivers for highly specialized applications. Sync Research
manufactures and services frame relay products for some of the major financial
institutions in the U.S and abroad. The Torrey Pines subsidiary specializes in
the design & development of SAN transport switching products. Entrada Networks
is headquartered in Irvine, CA. www.entradanetworks.com.
Safe Harbor
Except for historical information contained herein, the matters set forth in
this news release are forward-looking statements that are subject to certain
risks and uncertainties that could cause actual results to differ materially
from those set forth in the forward-looking statements, including but not
limited to the following factors: 1) the ability of the Company to generate the
cash flow from operations, or raise additional capital necessary to finance its
ongoing businesses; 2) the ability of the Company to develop or acquire new
profitable lines of business and to attract and retain management to lead this
effort; 3) the continuing market acceptance of the legacy products which account
for all of the Company's current revenues; 4) the ability of the Company to
generate revenues from its research and development efforts in the SAN space; 5)
the much greater financial and other resources of Entrada Networks' many
well-entrenched competitors; 6) the adoption of technology standards different
from those under which Entrada is prepared to deliver products; 7) the
successful completion of the merger described in the 8-K filed August 19, 2002
and assimilation of Savant Consulting Group into Entrada Networks; 8) changes in
the market for outsourced IT Services, which could have an adverse effect on the
financial performance of Savant Consulting Group; 9) the delisting of Entrada's
securities from NASDAQ SmallCap Market could have adverse impact on its
financial condition including the Company's ability to raise external capital;
and 10) such other factors as are set forth in Entrada's annual report on Form
10-K, filed May 1, 2002, and in the reports previously filed by Entrada's former
Parent, Sorrento Networks Corporation or Sync Research with the U.S. Securities
and Exchange Commission, including but not limited to the Reports of Sync
Research, Inc., filed in connection with its merger with Entrada on Form S-4 and
S-4/A.
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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.
ENTRADA NETWORKS, INC.
Date: November 22, 2002
/s/ Davinder Sethi
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Davinder Sethi, Ph.D.
Chief Financial Officer
Chief Accounting Officer
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