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): January 31, 2002
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Echelon Corporation
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(Exact name of registrant as specified in its charter)
Delaware 000-29748 77-0203595
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
550 Meridian Ave., San Jose, California 95126
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (408) 938-5200
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(Former name or former address, if changed since last report.)
Item 2. Acquisition of Assets
On January 31, 2002, pursuant to the Agreement and Plan of Reorganization
dated as of January 7, 2002 by and among Echelon Corporation ("Echelon"),
BeAtHome.com, Inc. ("BeAtHome"), BAH Acquisition Corporation, Thor Iverson, Dan
and Lisa Malmstrom, Jeff Johnson, Dan Schulz, Howard Dahl, David Arvig, and with
respect to Articles VII and IX only Thor Iverson as Stockholder Representative
and U.S. Bank Trust, National Association as Escrow Agent, as amended on January
30, 2002 (the "Agreement"), Echelon acquired all of the outstanding shares of
BeAtHome, a North Dakota corporation, in exchange for cash plus the assumption
and payment of certain indebtedness. As a result of the Agreement BeAtHome is
now a wholly-owned subsidiary of Echelon.
A copy of the Agreement (omitting exhibits and certain schedules) and the
press releases issued by Echelon announcing the acquisition are attached as
exhibits hereto and are incorporated herein by reference in their entirety.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired
The required financial information of BeAtHome will be filed
by Echelon by amendment within the prescribed time period.
(b) Pro Forma Financial Information
The required pro forma financial information will be filed by
Echelon by amendment within the prescribed time period.
(c) Exhibits
Exhibit
Number Description
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2.1 Agreement and Plan of Reorganization dated as of
January 7, 2002 by and among Echelon Corporation,
BeAtHome.com, Inc., BAH Acquisition Corporation,
Thor Iverson, Dan and Lisa Malmstrom, Jeff
Johnson, Dan Schulz, Howard Dahl, David Arvig,
and with respect to Articles VII and IX only Thor
Iverson as Stockholder Representative and U.S.
Bank Trust, National Association as Escrow Agent,
as amended on January 30, 2002.
99.1 Press Release dated January 8, 2002.
99.2 Press Release dated February 1, 2002.
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.
ECHELON CORPORATION
Dated: February 14, 2001
By: /s/ Oliver R. Stanfield
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Oliver R. Stanfield
Executive Vice President and Chief
Financial Officer
EXHIBIT INDEX
Exhibit Number Description
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2.1 Agreement and Plan of Reorganization dated as of January 7,
2002 by and among Echelon Corporation, BeAtHome.com, Inc., BAH
Acquisition Corporation, Thor Iverson, Dan and Lisa Malmstrom,
Jeff Johnson, Dan Schulz, Howard Dahl, David Arvig, and with
respect to Articles VII and IX only Thor Iverson as
Stockholder Representative and U.S. Bank Trust, National
Association as Escrow Agent, as amended on January 30, 2002.
99.1 Press Release dated January 8, 2002.
99.2 Press Release dated February 1, 2002.