SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
March 27, 2002
Date of report (date of earliest event reported)
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SYMMETRICOM, INC.
(Exact name of registrant as specified in its charter)
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Delaware 0-2887 951906306
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
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2300 Orchard Parkway, San Jose, California 95131-1017
(Address of principal executive offices, including zip code)
(408) 428-7813
(Registrant's telephone number, including area code)
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Item 5. Other Events
On March 27, 2002 Symmetricom, Inc., a Delaware corporation, (the
"Registrant") agreed to acquire TrueTime, Inc., a Delaware corporation and
provider of precision time and frequency products for government and commercial
applications. Pursuant to the acquisition agreement, the Registrant will provide
2.6 million shares of common stock and $5 million dollars in cash (subject to
possible adjustment in association with transaction costs) for the purchase of
outstanding shares of TrueTime. TrueTime will become a wholly owned subsidiary
of the Registrant. A copy of the Agreement and Plan of Merger, dated March 27,
2002, between TrueTime, Inc., SCO TRT Acquisition, Inc., and Symmetricom, Inc.
is filed herewith as Exhibit 2.1. A copy of the press release issued by the
Registrant on March 27, 2002 concerning the foregoing transaction is filed
herewith as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits:
2.1 Agreement and Plan of Merger (the "Merger Agreement"), dated
March 27, 2002, between TrueTime, Inc., SCO TRT Acquisition,
Inc., and Symmetricom, Inc. Schedules and other similar
attachments, listed at page iii of the Merger Agreement, are not
included with this exhibit, but will be provided to the SEC upon
request.
99.1 Press Release dated March 27, 2002 relating to the acquisition of
TrueTime.
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.
By: /s/ William Slater
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William Slater
Chief Financial Officer
Date: March 28, 2002
EXHIBIT INDEX
Exhibit
Number Description of Document
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2.1 Agreement and Plan of Merger (the "Merger Agreement"), dated March 27,
2002, between TrueTime, Inc., SCO TRT Acquisition, and Symmetricom,
Inc. Schedules and other similar attachments, listed at page iii of
the Merger Agreement, are not included with this exhibit, but will be
provided to the SEC upon request.
99.1 Press Release of Registrant, dated March 27, 2002, announcing
Registrant's agreement to acquire TrueTime, Inc.