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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
Date of Report (Date of earliest event reported): February 3, 2000
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CROSSROADS SYSTEMS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State of Other Jurisdiction of Incorporation)
000-30362 74-2846643
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(Commission File Number) (IRS Employer
Identification No.)
9390 Research Boulevard, Suite II-300, Austin, Texas 78759
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(Address of Principal Executive Offices) (Zip Code)
(512) 349-0300
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
Agreement and Plan of Merger and Reorganization with Polaris
Communications, Inc.
On February 3, 2000, we entered into an Agreement and Plan of
Merger and Reorganization with Polaris Communications, Inc. The agreement sets
forth the terms and conditions of our proposed acquisition of Polaris by means
of a merger of a wholly-owned subsidiary of Crossroads with and into Polaris
after which Polaris would become a wholly-owned subsidiary of Crossroads. This
acquisition will be accounted for as a purchase. The completion of this
transaction is subject to the satisfaction of a number of conditions, including
approval by the shareholders of Polaris and the completion of a fairness hearing
under Oregon law. A copy of our press release with respect to the merger is
attached as Exhibit 99.1 hereto and is incorporated by reference into this Item
5.
Resignation of Wo Overstreet as a Director
On February 4, 2000, Wo Overstreet resigned as a member of our
board of directors. Ms. Overstreet had served as a director since March 1997 and
was a member of the compensation committee. Ms. Overstreet resigned for personal
reasons and to pursue other professional interests, not due to any disagreement
between Ms. Overstreet and Crossroads.
ITEM 7. EXHIBITS.
(c) Exhibits.
99.1. Press release dated February 3, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CROSSROADS SYSTEMS, INC.
Dated: February 11, 2000 By: /s/ Brian R. Smith
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Brian R. Smith
Chief Executive Officer
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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99.1. Press release dated February 3, 2000.