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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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) FEBRUARY 16, 2001
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NETSILICON, INC.
(Exact name of registrant as specified in charter)
MASSACHUSETTS 0-26761 04-2826579
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
411 Waverley Oaks Rd., Bldg. 227, Waltham, MA
02452
(Address of principal executive offices)
(Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE 781-647-1234
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NOT APPLICABLE
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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 February 16, 2001, NETsilicon, Inc. ("NETsilicon") purchased all of the
equity securities of Dimatech Corporation ("Dimatech") pursuant to a Stock
Purchase Agreement, dated as of February 16, 2001, by and among Dimatech,
Hiroyuki Kataoka and NETsilicon. Prior to the acquisition, Dimatech was a major
distributor of NETsilicon's product in Japan and Asia and Hiroyuki Kataoka was
the President and owner of Dimatech. Dimatech, under a new name, will continue
to operate in Japan and Asia as a distributor of NETsilicon's products and will
provide technical support and other services to customers in the region.
Hiroyuki Kataoka has joined NETsilicon as Vice President of Intelligent Device
Markets for Japan.
The aggregate purchase price for the shares of Dimatech consisted of 241,667
shares of the common stock of NETsilicon, $250,000 in cash and assumed
liabilities. All of the NETsilicon shares issued in the acquisition were
registered in the name of Hiroyuki Kataoka.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) The required financial statements will be filed by amendment not later than
60 days after this initial report must be filed.
(b) The required pro forma financial statements shall be filed by amendment not
later than 60 days after this initial report must be filed.
(c) Exhibits.
EXHIBITS DESCRIPTION OF EXHIBIT
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2.1 Stock Purchase Agreement, dated as of February 16, 2001, by and
among Dimatech Corporation, Hiroyuki Kataoka and NETsilicon,
Inc. (filed as Exhibit 4.1 to our Registration Statement on
Form S-3 (File No. 333-56228)).
99.1 Press release, dated February 20, 2001 announcing Stock
Purchase Agreement.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
NETSILICON, INC.
MARCH 2, 2001 By: /s/ DANIEL J. SULLIVAN
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Name: Daniel J. Sullivan
Title: Vice President, Finance
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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2.1 Stock Purchase Agreement, dated as of February 16, 2001,
by and among Dimatech Corporation, Hiroyuki Kataoka and
NETsilicon, Inc. (filed as Exhibit 4.1 to our Registration
Statement on Form S-3 (File No. 333-56228)).
99.1 Press release, dated February 20, 2001 announcing Stock
Purchase Agreement and acquisition of Dimatech Corporation.