UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
September 3, 2004 (September 2, 2004)
COMPUTER ACCESS TECHNOLOGY CORPORATION
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(Exact name of Registrant as Specified in Charter)
Delaware 000-31863
77-0302527
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number)
Identification No.)
3385 Scott Boulevard, Santa Clara, California 95054
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(Address of principal executive offices)
Registrant's telephone number, including area code: (408) 727-6600
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[X} Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
ITEM 7.01 REGULATION FD DISCLOSURE
On September 2, 2004, Computer Access Technology Corporation ("CATC") conducted
a conference call and simultaneous webcast. The transcript of the call is
attached herewith as Exhibit 99.1.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains forward-looking statements, including
those pertaining to the expected closing date of the acquisition of CATC by
LeCroy Corporation ("LeCroy"), a Delaware corporation (the "Merger"), the
ability of LeCroy to secure cash funding and consummate the Merger, the growth
of CATC's products and leadership in certain markets, CATC's ability to
capitalize on the deployment of new serial data test standards and devices,
CATC's ability to provide comprehensive serial data test solutions, CATC's
ability to achieve a dominant position in its markets, CATC's ability to achieve
annual sales of $20 million, CATC's ability to maintain gross margins of 80%,
CATC's ability to maintain premium pricing on products, widespread adoption of
PCI Express as a standard and CATC's ability to capitalize on that adoption, a
favorable reaction to the merger from customers and continued stable revenue
streams in the Bluetooth and USB space. The forward-looking statements in this
Current Report on Form 8-K involve risks and uncertainties including, but not
limited to, unexpected delays in calling or conducting CATC's special meeting of
stockholders, CATC's production of new premium products, market acceptance of
CATC's products and the merger, competitive pressures, success of growth,
profitability, increased stockholder value, continued migration from analog to
digital devices, CATC's ability to enter the market faster, earlier and cheaper
than its competitors, the widespread adoption of PCI Express, growth in storage
revenues from CATC's storage portfolio of products, CATC's ability to anticipate
changes in the market, the development of future products and CATC's ability to
use intellectual property to protect its patent portfolios. These and other
factors that could cause actual results to differ materially, are discussed in
more detail in CATC's Annual Report on Form 10-K, filed with the Securities and
Exchange Commission on February 20, 2004, Form 10-K/A filed March 3, 2004, Form
10-Q filed August 13, 2004, and subsequent filings CATC may make with the SEC,
as amended, which can be viewed at the SEC's website at http://www.sec.gov.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
EXHIBIT NO. DESCRIPTION
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99.1 Transcript of Conference Call held September 2, 2004 at
10:00am EDT
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, thereunto duly authorized.
COMPUTER ACCESS TECHNOLOGY
CORPORATION
Dated: September 3, 2004 By: /s/ Jason LeBeck
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Jason LeBeck
Vice President and Chief
Financial Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Transcript of Conference Call held September 2, 2004 at
10:00am EDT