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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
APRIL 28, 1997
Date of Report (Date of earliest event reported)
COMMISSION FILE NUMBER 0-25882
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VIDEOSERVER, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-3114212
(State or other jurisdiction of incorporation (IRS Employer Identification No.)
or organization)
NORTHWEST PARK, 63 THIRD AVENUE, BURLINGTON, MASSACHUSETTS 01803
(Address of principal executive offices, including Zip Code)
(617) 229-2000
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On April 28, 1997, VideoServer Acquisitions Corp., a Delaware corporation
and wholly owned subsidiary of VideoServer, Inc. ("the Company"), purchased the
network access card ("NAC") business unit of Promptus Communications, Inc.
("Promptus"), a Rhode Island corporation and subsidiary of GTI Corporation, a
publicly traded Delaware corporation. The assets acquired include all tangible
and intangible assets of Promptus' NAC business unit, including fixed assets,
inventories, trade receivables, products, and technology. Liabilities assumed
include all third-party trade liabilities and other accrued obligations
pertaining to the acquired NAC assets. The acquired business unit will assume
the name VideoServer CONNECTIONS, and will operate as a wholly-owned subsidiary
of the Company. Most of the approximately 45 employees of the NAC business unit
will be relocated to a Middletown, Rhode Island facility near the existing
Promptus facility.
The Company paid an aggregate consideration to Promptus of approximately
$18,000,000 at the closing, consisting of $14,500,000 in cash out of the
Company's on-hand cash balance, and 223,881 shares of the Company's common
stock. The transaction will be accounted for as a purchase.
The acquisition includes certain in-process research and development, which
is to be written-off with a one-time charge, estimated between $12,000,000 and
$14,000,000, to the Company's consolidated earnings in the quarter ended
June 30, 1997. The charge will result in a net loss for the Company in the
quarter ended June 30, 1997.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial statements of the business acquired.
It is impractical to provide the required financial statements with this
report. Such required financial statements will be filed in an amendment
to this report on or before July 11, 1997.
(b) Pro forma financial information.
It is impractical to provide the required pro forma financial information
with this report. Such pro forma financial information will be filed in an
amendment to this report on or before July 11, 1997.
(c) Exhibits.
1.0 Asset Purchase Agreement by and between VideoServer, Inc. and
subsidiaries, and Promptus Communications, Inc., dated March 25,
1997.
1.1 Press release dated April 30, 1997.
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SIGNATURE
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.
VIDEOSERVER, INC.
Date: May 12, 1997 By: /s/ Stephen J. Nill
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Stephen J. Nill
Vice President and
Chief Financial Officer
(Principal Financial and Accounting
Officer, Authorized Officer)
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