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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): March 21, 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 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 21, 2000, we completed the acquisition of Polaris
Communications, Inc., an Oregon corporation, pursuant to an Agreement and Plan
of Merger and Reorganization dated February 3, 2000, by and among Crossroads,
Polaris and North Star Acquisition Corp., an Oregon corporation and wholly
owned subsidiary of Crossroads.
North Star Acquisition Corp. merged with and into Polaris, with Polaris
surviving the merger as a wholly owned subsidiary of Crossroads named Crossroads
Systems (Oregon), Inc., effective as of March 21, 2000. Each share of Polaris
common stock was converted into the right to receive 225 shares of our common
stock. The conversion ratio was determined pursuant to the terms of the Merger
Agreement, which was the result of arm's-length negotiations. This acquisition
will be accounted for as a purchase.
Pursuant to the terms of the Merger Agreement, 450,000 shares of our
common stock are issuable in exchange for the outstanding shares of Polaris
common stock and upon exercise of outstanding options to acquire Polaris common
stock assumed by us, of which 45,000 shares of common stock have been placed
into escrow for a period of twelve months to secure indemnification obligations
pursuant to the Merger Agreement.
Polaris' technologies deliver increased connectivity and bandwidth
options to enterprise data centers, focusing on high-speed connections between
open systems and mainframes. We plan to utilize their expertise and technologies
to deliver high-speed data connections between Fibre Channel SANs and ESCON and
future FICON technologies in enterprise data center environments.
The shares issued to stockholders of Polaris were issued pursuant to a
fairness hearing under Oregon Law and Section 3(a)(10) of the Securities Act of
1933, as amended.
Immediately prior to the merger, all of the issued and outstanding
shares of capital stock of Polaris were owned by the shareholders of Polaris. We
are not aware of any pre-existing material relationships between such
shareholders and us, or between such shareholders and our affiliates, directors
or officers, or any associate of any such director or officer.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired. Requisite
financial statements, if any, will be filed by amendment to
this Current Report on Form 8-K within 60 days after the date
that this initial Current Report on Form 8-K must be filed.
(b) Pro Forma Financial Information. Requisite financial
information, if any, will be filed by amendment to this
Current Report on Form 8-K within 60 days after the date that
this initial Current Report on Form 8-K must be filed.
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(c) Exhibits.
2.1 Agreement and Plan of Merger and Reorganization,
dated February 3, 2000, by and among Crossroads
Systems, Inc., North Star Acquisition Corp. and
Polaris Communications, Inc.
99.1. Press Release of Crossroads dated March 21, 2000
(announcing the completion of the merger)
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: March 31, 2000 By: /s/ Reagan Y. Sakai
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Reagan Y. Sakai
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
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2.1 Agreement and Plan of Merger and Reorganization, dated February 3,
2000, by and among Crossroads Systems, Inc., North Star Acquisition
Corp. and Polaris Communications, Inc.
99.1 Press Release of Crossroads dated March 21, 2000 (announcing the
completion of the merger)