SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): May 17, 2001
Palm, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 0-29597 94-3150688
(State or other jurisdiction of [Commission File Number] (I.R.S. Employer
incorporation or organization) Identification Number)
5470 Great America Parkway
Santa Clara, CA 95052
(Address of principal executive offices)
(408) 326-9000
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS
On May 17, 2001, Palm, Inc. ("Palm") and Extended Systems Incorporated
("Extended Systems") entered into a Mutual Termination Agreement And Amendment
to Agreement And Plan of Reorganization (the "Termination Agreement") which
terminated the Agreement and Plan of Reorganization between Palm and Extended
Systems dated March 6, 2001 pursuant to which Palm was to acquire Extended
Systems (the "Merger Agreement"). The Merger Agreement is attached as Exhibit
99.1 to this Form 8-K. The Termination Agreement is attached as Exhibit 99.2 to
this Form 8-K.
On May 17, 2001, Palm issued a press release announcing the termination of
the Merger Agreement. This press release is attached as Exhibit 99.3 to this
Form 8-K.
On May 17, 2001, Palm issued a press release announcing a lower revenue
outlook for its fourth quarter of fiscal 2001 and summarizing actions taken by
Palm to address conditions facing its business. This press release is attached
as Exhibit 99.4 to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit
Number Description
- ----------------- -----------------------------------------------------------------------------------
99.1 Agreement and Plan of Reorganization by and between Palm, Inc. and Extended Systems
Incorporated dated March 6, 2001. (Incorporated by reference from Exhibit 1 to the
Schedule 13D for Palm, Inc. filed on March 15, 2001 (File No. 005-55473)).
99.2 Mutual Termination Agreement And Amendment to Agreement And Plan of Reorganization by
and between Palm, Inc. and Extended Systems Incorporated dated as of May 17, 2001.
99.3 Palm, Inc. Press Release issued May 17, 2001.
99.4 Palm, Inc. Press Release issued May 17, 2001.
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 hereunto duly authorized.
Palm, Inc.
(Registrant)
Date: May 24, 2001 By: /s/ Judy Bruner
_____________________
Judy Bruner
Senior Vice
President and Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
- ----------------- -----------------------------------------------------------------------------------
99.1 Agreement and Plan of Reorganization by and between Palm, Inc. and Extended Systems
Incorporated dated March 6, 2001. (Incorporated by reference from Exhibit 1 of the
Schedule 13D of Palm, Inc. (File No. 005-55473).)
99.2 Mutual Termination Agreement And Amendment to Agreement And Plan of Reorganization by
and between Palm, Inc. and Extended Systems Incorporated dated as of May 17, 2001.
99.3 Palm, Inc. Press Release issued May 17, 2001.
99.4 Palm, Inc. Press Release issued May 17, 2001.
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