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UNITED STATES
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): August 14, 2001
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NET2PHONE, INC.
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(Exact name of registrant as specified in its charter)
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Delaware 000-26763 22-3559037
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(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
520 Broad Street
Newark, New Jersey 07102
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(Address of principal executive offices, with zip code)
(973) 412-2800
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(Registrant's telephone number, including area code)
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(Former name or former address,
if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On August 14, 2001, ADIR Technologies, Inc. ("ADIR"), a subsidiary of
Net2Phone, Inc. acquired all of the issued and outstanding capital stock of
NetSpeak Corporation, a Florida corporation ("Netspeak"), through the merger
(the "Merger") of A Tech Merger Sub, Inc., a Florida corporation and
wholly-owned subsidiary of ADIR ("Merger Sub"), with and into NetSpeak in
accordance with the Agreement and Plan of Merger dated as of June 11, 2001 by
and between ADIR, Netspeak and Merger Sub ("Merger Agreement"). The holders of a
majority of the outstanding shares of Netspeak common stock approved the Merger
at a special meeting of Netspeak shareholders held on August 14, 2001.
ADIR, as consideration, paid (i) $3.10 for each issued and outstanding
share of common stock of the Netspeak, and (ii) an amount equal to the
difference between $3.10 and applicable exercise price of each issued and
outstanding option to purchase a share of common stock with an exercise price
less than $3.10. The total aggregate consideration paid for the acquisition was
$48,160,143. ADIR raised an aggregate of $21 million from its existing
shareholders specifically for the acquisition of Netspeak.
Item 7(c). Exhibits.
The following exhibits are filed herewith:
Exhibit No. Description
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2.1* Agreement and Plan of Merger, dated as of June 11, 2001, by and among NetSpeak
Corporation, Adir Technologies, Inc. and A Tech Merger Sub, Inc.
99.1* Press release dated June 12, 2001.
99.2** Press release dated August 15, 2001.
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* Incorporated by reference from our Current Report on Form 8-K filed
on June 21, 2001.
** Filed herewith.
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: August 27, 2001
NET2PHONE, INC.
/s/ Ilan S. Slasky
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By: Ilan Slasky
Its: Chief Financial Officer