UNITED STATES
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) September 18, 2000
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Cobalt Networks, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-24360 77-0440751
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
555 Ellis Street, Mountain View, CA 94043
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (650) 623-2500
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(Former name or former address, if changed since last report)
ITEM 5: OTHER EVENTS
Reference is made to the Current Report on Form 8-K of Cobalt
Networks, Inc., a Delaware corporation ("Cobalt") dated September 18, 2000 (the
"September 18, 2000 Form 8-K"), which Current Report is incorporated herein by
this reference. Cobalt attaches hereto and files herewith as Exhibits 2.1 and
10.1, respectively, the Agreement and Plan of Merger and Reorganization made and
entered into as of September 18, 2000 by and among Cobalt, Sun Microsystems,
Inc., a Delaware corporation ("Sun"), and Azure Acquisition Corporation, a
Delaware corporation and a wholly-owned subsidiary of Sun ("Azure"), and the
Stock Option Agreement dated September 18, 2000 by and between Cobalt and Sun,
each as referred to in the September 18, 2000 Form 8-K. Cobalt also attaches
hereto and files herewith as Exhibit 99.1 a form of Voting Agreement dated
September 18, 2000 entered into by Sun and each of the following persons:
TechFund Capital, LP, TechFund Capital II, LP, TechFund Capital Management, LLC,
TechFund Capital Management II, LLC, Techfarm Management, Inc., Jordan A. Levy,
Stephen DeWitt, Vivek Mehra, Gary Martell, Kenton D. Chow, Patrick J. Conte,
Kelly Herrell, G.M. Korchinsky, Sharon McCorkle, Gary F. Bengier, Stephen J.
Luczo, Carl Pascarella, Mark F. Spagnolo, Chris W. Hogan, Ruth Hennigar, and
Gordon A. Campbell.
Additional Information and Where to Find It: The September 18, 2000 Form 8-K
contains information concerning the expected participants in Cobalt's
solicitation of proxies in connection with the proposed merger contemplated by
the Merger Agreement filed herewith (the "Merger"), which is incorporated herein
by reference. Investors are urged to read the September 18, 2000 Form 8-K
carefully. In addition, it is expected that Sun will file a Registration
Statement on Form S-4 with the SEC in connection with the Merger (the
"Registration Statement"), which will include a proxy statement of Cobalt with
respect to Cobalt stockholders' vote on the proposed Merger and a prospectus of
Sun with respect to the Sun shares to be issued to Cobalt stockholders in the
proposed Merger, (the "Proxy Statement/Prospectus"). Cobalt plans to mail the
Proxy Statement/Prospectus to its stockholders. Investors and security holders
are urged to read the Registration Statement and the Proxy Statement/Prospectus
carefully when they are available. The Registration Statement and the Proxy
Statement/Prospectus will contain important information about Cobalt, Sun, the
Merger, the persons soliciting proxies relating to the Merger, their interests
in the Merger, and related matters. Investors and security holders will be able
to obtain free copies of these documents through the Web site maintained by the
SEC at http://www.sec.gov. Free copies of the Proxy Statement/Prospectus and
these other documents may also be obtained from Cobalt by directing a request by
mail or telephone to Cobalt Networks, Inc., 555 Ellis Street, Mountain View, CA
94043, attention: Investor Relations; telephone: (650) 623-2500. Free copies of
Sun's filings may be obtained by accessing its web site at http://www.sun.com or
by mailing or telephoning Sun Microsystems, Inc., 910 San Antonio Road, Palo
Alto, CA 94303, attention: Investor Relations, telephone: (800) 801-7869.
In addition to the Registration Statement and the Proxy Statement/Prospectus,
Cobalt and Sun file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any reports, statements or
other information filed by Cobalt or Sun at the SEC public reference rooms at
450 Fifth Street, N.W., Washington, D.C. 20549 or at any of the SEC's other
public reference rooms in New York, New York and Chicago, Illinois. Please call
the SEC at 1-800-SEC-0330 for further information on the public reference rooms.
Cobalt's and Sun's filings with the SEC are also available to the public from
commercial document-retrieval services and at the Web site maintained by the SEC
at http://www.sec.gov.
Certain statements in this filing pursuant to SEC Rule 14a-12 are forward
looking statements. These statements relate to future events (including the
proposed Merger) and involve known and unknown risks, uncertainties and other
factors that may affect the completion of the proposed merger and may cause our
or our industry's actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by the forward-
looking statements.
Participants in Solicitation: Cobalt, its directors, executive officers and
certain other members of management and employees may be soliciting proxies from
Cobalt stockholders in favor of the adoption and approval of the Merger
Agreement and approval of the Merger and related matters. Information concerning
the participants in the solicitation is set forth in a Current Report on Form 8-
K filed by Cobalt on September 19, 2000, and will also be set forth in the
Registration Statement, and the Proxy Statement/Prospectus under the heading
"Interests of Certain Persons in the Merger".
ITEM 7: EXHIBITS
The following exhibits are being filed with this Current Report on
Form 8-K:
EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Merger and Reorganization made and entered
into as of September 18, 2000 by and among Cobalt, Sun and Azure.
10.1 Stock Option Agreement dated September 18, 2000 by and between
Cobalt and Sun.
99.1 Form of Voting Agreement dated September 18, 2000 entered into
by Sun and each of the following persons: TechFund Capital, LP,
TechFund Capital II, LP, TechFund Capital Management, LLC,
TechFund Capital Management II, LLC, Techfarm Management, Inc.,
Jordan A. Levy, Stephen DeWitt, Vivek Mehra, Gary Martell,
Kenton D. Chow, Patrick J. Conte, Kelly Herrell, G.M.
Korchinsky, Sharon McCorkle, Gary F. Bengier, Stephen J. Luczo,
Carl Pascarella, Mark F. Spagnolo, Chris W. Hogan, Ruth
Hennigar, and Gordon A. Campbell.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: September 29, 2000
COBALT NETWORKS, INC.
By: /S/ KENTON D. CHOW
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Kenton D. Chow
Vice President of Finance and
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Merger and Reorganization made and entered
into as of September 18, 2000 by and among Cobalt Networks, Inc.,
a Delaware corporation ("Cobalt"), Sun Microsystems, Inc., a
Delaware corporation ("Sun") and Azure Acquisition Corporation, a
Delaware corporation and wholly-owned subsidiary of Sun.
10.1 Stock Option Agreement dated September 18, 2000 by and between
Cobalt and Sun.
99.1 Form of Voting Agreement dated September 18, 2000 entered into
by Sun and each of the following persons: TechFund Capital, LP,
TechFund Capital II, LP, TechFund Capital Management, LLC,
TechFund Capital Management II, LLC, Techfarm Management, Inc.,
Jordan A. Levy, Stephen DeWitt, Vivek Mehra, Gary Martell, Kenton
D. Chow, Patrick J. Conte, Kelly Herrell, G.M. Korchinsky,
Sharon McCorkle, Gary F. Bengier, Stephen J. Luczo, Carl
Pascarella, Mark F. Spagnolo, Chris W. Hogan, Ruth Hennigar,
and Gordon A. Campbell.