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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
FEBRUARY 7, 2001
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(Date of earliest event reported)
CIPRICO INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-11336 41-1749708
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(State or Other (Commission File No.) (IRS Employer
Jurisdiction Identification No.)
of Incorporation)
2800 CAMPUS DRIVE, PLYMOUTH, MN 55441
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(Address of Principal Executive Offices)(Zip Code)
(763) 551-4000
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(Registrant's Telephone Number, Including Area Code)
NONE
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On February 7, 2001 Ciprico, Inc. ("Ciprico" or "the Company") completed the
acquisition of the SANStar technology from ECCS, Inc. Under the terms of the
agreement, Ciprico acquired all of the assets, rights, and intellectual property
related to SANStar, a clustered, high reliability, network-connected storage
management software system, for approximately $600,000 cash. This software will
become a key element of a new storage and computing strategy, AHA!, currently
under development by Ciprico. In addition to the technology acquisition, Ciprico
has also hired the New Jersey based software development team.
The majority of the purchase price will be expensed, as the technology acquired
will be used in current research and development activities. As a result,
Ciprico expects a one-time charge of approximately $400,000 or $.08 per share on
an after tax basis during the second quarter of fiscal 2001. In addition,
Ciprico expects that its R&D spending for the remainder of the year will
increase as a result of the development activities from this acquisition.
Certain statements in this Form 8-K are forward-looking and should be read in
conjunction with cautionary statements in Ciprico's SEC filings, reports to
shareholders and other news releases. Such forward-looking statements, which
reflect our current view of future events and financial performance, involve
known and unknown risks that could cause actual results and facts to differ
materially from those expressed in the forward-looking statements for a variety
of reasons. Some of these reasons include the integration of the recently
acquired technology and personnel; impact on revenues and earnings of the timing
of product enhancements and new product releases; market acceptance of new
products; sales and distribution issues; competition; dependence on suppliers;
dependence on the cost of disk drives; limited backlog and the historic and
recurring pattern of a disproportionate percentage of total quarterly sales
occurring the last month and weeks of a quarter. Investors should take such
risks into account when making investment decisions. Shareholders and other
readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date on which they are made. Ciprico
undertakes no obligation to update publicly or revise any forward-looking
statements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, hereunto duly authorized.
CIPRICO, INC.
Date: February 13, 2001 By: /s/ THOMAS S. WARGOLET
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Thomas S. Wargolet
Vice President of Finance, Chief
Financial Officer and Secretary