SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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): November 12, 2002
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Castelle
(Exact Name of Registrant as Specified in Its Charter)
California
(State or Other Jurisdiction of Incorporation)
000-22020 77-0164056
(Commission File) (IRS Employer Identification No.)
855 Jarvis Drive
Suite 100
Morgan Hill, California 95037
(Address of Principal Executive Offices) (Zip Code)
(408) 852-8000
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 5: Other Events
On November 12, 2002, Castelle repurchased 1,600,000 shares of its common
stock at a price of $1.10 per share in a private transaction. Of the 1,600,000
shares repurchased, 439,560 shares were repurchased from WebFinancial
Corporation, which is a beneficial holder of more than 5% of the common stock
and 281,630 shares were repurchased from Jack L. Howard, who was a member of the
Board of Directors of Castelle and a beneficial holder of more than 5% of the
common stock.
As part of the transaction, Mr. Howard agreed pursuant to standstill
provisions within the agreement that for five years neither he nor any of his
affiliates would: acquire any of Castelle's assets; purchase Castelle's shares;
pursue a tender offer or exchange offer relating to Castelle; participate in any
recapitalization, restructuring or extraordinary transaction with respect to
Castelle; solicit any proxies or consents to vote any securities of Castelle;
form or participate in a group with respect to the voting securities of
Castelle; or nominate any person as a member of the Board of Directors of
Castelle. WebFinancial Corporation and its affiliates agreed to similar
restrictions for a period of one year. In addition, Castelle received proxies to
vote all 1,600,000 or the repurchased shares, and Mr. Howard resigned from
Castelle's Board of Directors.
In connection with the transaction described above, the Board of Directors
of Castelle increased the authorization for stock repurchases to $2,500,000,
from the previous maximum of $1,500,000. Following the repurchase described
above, Castelle is authorized, from time to time at market prices, to repurchase
up to $750,000 of its common stock for cash in open market, negotiated or block
transactions. Castelle announced its Stock Buyback Program on October 16, 2002,
and commenced repurchase on October 28, 2002.
2
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: November 13, 2002
Castelle
By: /s/ Scott C. McDonald
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Scott C. McDonald,
President and Chief Executive Officer