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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 31, 2000
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FASTCOMM COMMUNICATIONS CORPORATION
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(Exact name of registrant as specified in its chapter)
Virginia 000-17168 54-1289115
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
45472 Holiday Drive, Sterling, VA 20166
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(703) 318-7750
NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. OTHER EVENTS.
On March 31, 2000, FastComm Communications Corporation, a Virginia
corporation ("FastComm") completed its acquisition of substantially all of the
assets of Cronus Technology, Inc. a privately held Illinois corporation that
provides system interoperability solutions to the telecommunications industry
("Cronus"). The acquisition was effected pursuant to an Agreement and Plan of
Reorganization executed by FastComm, Cronus, Cronus Communications, Inc. and
certain principal stockholders of Cronus, dated as of March 27, 1999 (the
"Acquisition Agreement").
In the acquisition, FastComm issued 3,700,000 shares of its common stock
(the "Acquisition Price") in exchange for substantially all of the assets of
Cronus and the assumption of certain liabilities of Cronus, including certain
secured indebtedness, management and bank debt. At Closing, indebtedness of
certain former owners of Cronus, management debt and subordinated debt was
retired in consideration of
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the issuance of an additional 728,063 restricted shares of FastComm stock, the
payment of cash, and the issuance of warrants to purchase shares of FastComm
stock.
Under the terms of the Acquisition Agreement, a further adjustment will
be made to the Acquisition Price if the closing price of FastComm's common
stock on the Nasdaq Stock Market for the 15 trading day period ended March 31,
2001 (the "First Anniversary") does not equal or exceed $7.30 per share. In
such event up to 1,125,000 additional shares of FastComm common stock will be
issued such that the value of the Acquisition Price is as close as possible to
$27 million based upon that average closing price. The foregoing collar will be
null and void (a) if at any time prior to the First Anniversary of the Closing
and after the shares have been registered by FastComm, FastComm's common stock
share price closes at $7.30 per share or above for five consecutive trading
days or (b) if the average closing price for the shares is above $7.30 per
share for the fifteen days prior to the First Anniversary. In addition, the
Acquisition Agreement provides for an adjustment in the Acquisition Price if
the audited net worth of Cronus varies by 5% or more from the unaudited net
worth of Cronus at December 31, 1999.
The Acquisition constituted a tax-free reorganization.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial Statements of Businesses Acquired.
To be filed by amendment on or before May 29, 2000.
(b) Pro Forma Financial Information.
To be filed by amendment on or before May 29, 2000
(c) Exhibits.
The following exhibits are filed with this Report:
Exhibit No. Description
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2.1 Agreement and Plan of Reorganization
by and among FastComm Communications
Corporation, Cronus Technology, Inc.,
Cronus Communications, Inc., and
certain Principal Stockholders, dated
as of March 27, 2000.
10.1 Registration Rights Agreement made by
FastComm Communications Corporation,
in favor of the holders of common
stock of Cronus Technology, Inc.,
dated as of March 31, 2000.
10.2 Form of Registration Rights Agreement
between FastComm Communications
Corporation, in favor of certain
individuals and a subordinated debt
holder, dated as of March 31, 2000.
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10.3 Form of Warrant Agreement between
FastComm Communications Corporation in
favor of certain individuals, dated as
of March 31, 2000.
10.4 Investment Banking Agreement between
FastComm Communications Corporation
and Kaufman Bros. L.P., dated January
24, 2000.
10.5 Financial Advisor Agreement between
FastComm Communications Corporation
and Kaufman Bros. L.P., dated March
14, 2000.
10.6 Warrant Agreement between FastComm
Communications Corporation and Kaufman
Bros. L.P., dated February 1, 2000.
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.
FASTCOMM COMMUNICATIONS CORPORATION
Date: April 14, 2000
/s/ Mark H. Rafferty
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Name: Mark H. Rafferty
Title: Chief Financial Officer
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EXHIBIT LIST
Exhibit No. Description
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2.1 Agreement and Plan of Reorganization
by and among FastComm Communications
Corporation, Cronus Technology, Inc.,
Cronus Communications, Inc., and
certain Principal Stockholders, dated
as of March 27, 2000.
10.1 Registration Rights Agreement made by
FastComm Communications Corporation,
in favor of the holders of common
stock of Cronus Technology, Inc.,
dated as of March 31, 2000.
10.2 Form of Registration Rights Agreement
between FastComm Communications
Corporation, in favor of certain
individuals and a subordinated debt
holder, dated as of March 31, 2000.
10.3 Form of Warrant Agreement between
FastComm Communications Corporation in
favor of certain individuals, dated as
of March 31, 2000.
10.4 Investment Banking Agreement between
FastComm Communications Corporation
and Kaufman Bros. L.P., dated January
24, 2000.
10.5 Financial Advisor Agreement between
FastComm Communications Corporation
and Kaufman Bros. L.P., dated March
14, 2000.
10.6 Warrant Agreement between FastComm
Communications Corporation and Kaufman
Bros. L.P., dated February 1, 2000.
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