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
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Date of Report (Date of earliest event reported): September 30, 1999
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OPENROUTE NETWORKS, INC.
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(Exact name of registrant as specified in its charter)
MASSACHUSETTS 000-19175 04-2531856
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
NINE TECHNOLOGY DRIVE, WESTBOROUGH, MASSACHUSETTS 01581
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(Address of principal executive offices) Zip Code)
Registrant's telephone number, including area code: (508) 898-2800
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Item 5. Other Events
On September 30, 1999, OpenROUTE Networks, Inc. (the "Company") announced
that it executed an Agreement and Plan of Merger dated as of September 30,
1999 (the "Merger Agreement") with Netrix Corporation ("Netrix"), whereby the
Company will merge with and into Netrix in a transaction intended to qualify
as a tax-free reorganization. Under the terms of the Merger Agreement, each
outstanding share of common stock of the Company will be converted into the
right to receive one share of common stock of Netrix subject to the conditions
in the Merger Agreement (the "Merger"). If the Merger Agreement is approved
by the stockholders of the Company and the stockholders of Netrix and the
other conditions contained in the Merger Agreement are timely satisfied or
waived, the Company will be merged with and into Netrix, with Netrix being the
surviving corporation.
Holders of options to purchase shares of the Company's common stock under
the Company's stock option plans will be entitled to receive an equivalent
right as of the consummation of the Merger. For each existing Company stock
option, the number of Netrix shares subject to the new stock option will equal
the number of Company shares formerly subject to the stock option. The
exercise price of the new stock option will be equal to the exercise price per
Company share under the Company stock option.
The transaction is subject to customary closing conditions and approval
by the stockholders of both the Company and Netrix. Each of the Company and
Netrix have the right to terminate the Merger Agreement under certain
circumstances, as more fully described in the Merger Agreement.
As an inducement to entering into the Merger Agreement, certain
stockholders of the Company agreed to enter into Voting Agreements with the
Company,pursuant to which such stockholders agreed, among other matters, to vote
their shares in favor of the Merger.
For the terms and conditions of the Merger Agreement and each of the
Voting Agreements, as well as the press release announcing the execution of
the Merger Agreement, reference is made to such documents attached hereto as
exhibits. All statements made herein concerning the foregoing agreements are
qualified by reference to such exhibits.
Item 7. Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Exhibit 2 - Agreement and Plan of Merger dated September 30,
1999 betweenOpenROUTE Networks, Inc. and Netrix Corporation.
Exhibit 99.1 - Voting Agreement dated as of September 30, 1999
between OpenRoute Networks, Inc. and Howard Salwen.
Exhibit 99.2 - Voting Agreement dated as of September 30, 1999
between OpenROUTE Networks, Inc. and Bryan Holley.
Exhibit 99.3 - Press Release dated September 30, 1999.
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.
Date: October 5, 1999 OPENROUTE NETWORKS, INC.
By: /s/ Bryan R. Holley
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Bryan R. Holley
Chief Executive Officer and
President