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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported): December 8, 2000
JUNIPER NETWORKS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-26339 77-0422528
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
1194 North Mathilda Avenue
Sunnyvale, CA 94089
(Address of Principal Executive Offices)
(408) 745-2000
(Registrant's Telephone Number, Including Area Code)
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Item 2. Acquisition or Disposition of Assets.
On December 8, 2000, Juniper Networks, Inc., a Delaware corporation (the
"Company"), completed its acquisition of Micro Magic, Incorporated, a California
corporation ("MMI"), a privately held chip solutions company offering advanced
applications software and expert services for creating high speed ICs and
systems-on-chips. In the acquisition, MMI merged with and into the Company and
the former shareholders of MMI received shares of common stock of the Company
and cash in exchange for their shares of MMI at the rate of 0.15209 shares of
the Company for each share MMI capital stock (the "Merger").
An aggregate of 828,351 shares of the Company's common stock were issued
pursuant to the Merger, together with cash in the aggregate amount of
$39,972,818.70. The shares of the Company's common stock were issued pursuant to
an exemption from registration under the Securities Act of 1933, as amended (the
"Securities Act"). As a result, all of the shares of the Company's common stock
issued in connection with the Merger are subject to restrictions on transfer
under applicable provisions of the Securities Act and carry a legend reflecting
such restrictions. Under the terms of the Merger, the Company has granted the
former shareholders of MMI rights to register under the Securities Act the
shares of the Company's common stock received in connection with the Merger.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
The required financial statements are included herein as Exhibit 99.1.
(b) Pro Forma Financial Information.
The requirement to include pro forma financial information is met
through the inclusion of supplement financial information as Exhibit
99.2
(c) Exhibits.
Exhibit No. Description
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2.1 Agreement and Plan of Reorganization dated as of
November 27, 2000 between Juniper Networks, Inc. and
Micro Magic, Incorporated.
23.1 Consent of PricewaterhouseCoopers LLP
99.1 Micro Magic, Incorporated Financial Statements.
99.2 Juniper Networks, Inc. Supplementary Consolidated
Financial Statements.
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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.
JUNIPER NETWORKS, INC.
Dated: December 20, 2000 By: /s/ Lisa C. Berry
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Lisa C. Berry
Vice President, General Counsel and Secretary
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EXHIBIT INDEX
Exhibit No. Description
----------- -----------
2.1 Agreement and Plan of Reorganization dated as of
November 27, 2000 between Juniper Networks, Inc. and
Micro Magic, Incorporated.
23.1 Consent of PricewaterhouseCoopers LLP
99.1 Micro Magic, Incorporated Financial Statements.
99.2 Juniper Networks, Inc. Supplementary Consolidated
Financial Statements.