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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): September 30, 1999
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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 (I.R.S. Employer
incorporation or organization) File Number) 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.
Acquisition of Hewlett-Packard Company's Communications Synchronization Business
(a) On September 30, 1999, Symmetricom, Inc., a California corporation (the
"Registrant"), issued a news release which announced the acquisition of Hewlett-
Packard Company's Communications Synchronization Business. The Registrant's news
release concerning the acquisition is attached as Exhibit 00.1 hereto.
The Registrant acquired certain of Hewlett-Packard's assets, operations and the
business related to the design, manufacture, and marketing of network
synchronization and timing equipment for global communications networks for
approximately $30.0 million in cash of which approximately $19.0 million was
paid to Hewlett-Packard at closing. The remaining $11.0 million will be paid
over the next twelve to fifteen months as additional assets are transferred to
the Registrant. The Board of Directors of Symmetricom, Inc. approved the
acquisition at a special meeting held on August 26, 1999.
The acquisition was consummated pursuant to a Master Asset Purchase Agreement
("MAPA") dated as of August 30, 1999 between the Registrant and Hewlett-Packard
Company. The MAPA is attached as Exhibit 00.2 hereto. The purchase price was
determined by negotiation between the parties.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The financial statements required by this Item 7(a) are not filed in this
initial report and will be filed by amendment on or before December 14, 1999.
(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 December
14, 1999.
(c) Exhibits
1 Master Asset Purchase Agreement between Symmetricom, Inc. and
Hewlett-Packard Company dated August 30, 1999.
2 News release dated September 30, 1999, relating to the acquisition
referenced in the Master Asset Purchase Agreement between
Symmetricom, Inc. and Hewlett-Packard Company dated August 30,
1999.
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: October 14, 1999 By:
/s/ Maurice Austin
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Maurice Austin
Chief Financial Officer
(for Registrant and as Principal
Financial and Accounting Officer)