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UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
[X] 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 29, 2000
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SYMMETRICOM, INC.
(Exact name of registrant as specified in its charter)
California 0-2287 No. 95-1906306
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
2300 Orchard Parkway,
San Jose, California 95131-1017
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 943-9403
Not Applicable
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Agreement for Disposition of Symmetricom, Inc.'s Global Positioning System
("GPS") technology division.
On March 29, 2000 Symmetricom, Inc., ("Symmetricom") a California
corporation, Symmetricom Limited, a subsidiary of Symmetricom, Inc.,
registered in England and Wales, Silicon Systems Limited registered in
Ireland ("SSL"), KPMG Shelf Company (No 16) Limited ("Shelf Co") (in the
course of changing its name to Silicon Systems (UK) Limited) registered in
Northern Ireland ("Purchaser") completed an agreement in which certain
assets, operations and the business of the GPS technology division was sold
to the Purchaser in accordance with the Business Sale Agreement. SSL is
the owner of the entire issued share capital of the Purchaser.
The sale of the GPS technology division is in accordance with the
Business Sale Agreement dated as of March 29, 2000 (the "Agreement") by and
among Symmetricom, Symmetricom Limited, SSL, and Shelf Co, which is
attached as Exhibit 99.1 hereto. Symmetricom issued a news release
concerning the Business Sale Agreement, which is attached as Exhibit 99.2
hereto.
The consideration paid by the Purchaser to Symmetricom was $9,452,831
in cash. Additionally, on March 29, 2000 Symmetricom made an irrevocable
application of subscription shares of SSL in the amount of $3,000,000.
The sale was consummated pursuant to a Business Sale Agreement dated
the 29/th/ day of March 2000.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
The pro forma financial information required by this Item 7(b) is not
filed with this initial report and will be filed by amendment on or
before June 12, 2000.
(c) Exhibits
99.1 Business Sale Agreement between Symmetricom, Inc., Symmetricom
Limited, Silicon Systems Limited, and KPMG Shelf Company (No
16) Limited.
99.2 News release dated March 30, 2000, relating to the sale
referenced in the Business Sale Agreement between Symmetricom,
Inc., Symmetricom Limited, Silicon Systems Limited, and KPMG
Shelf Company (No 16) Limited.
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.
SYMMETRICOM, INC.
(Registrant)
DATE: April 12, 2000 By: /s/ Maurice Austin
/s/ Maurice Austin
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Maurice Austin
Chief Financial Officer
(for Registrant and as Principal
Financial and Accounting Officer)