SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
July 31, 2000
Date of Report
(Date of earliest event reported)
CYLINK CORPORATION
California 0-27742 95-3891600
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
3131 Jay Street
Santa Clara, California 95054
(Address of principal executive offices)
(408) 855-6000
(Registrant's telephone number, including area code)
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 27, 2000, Cylink Corporation ("Registrant"), entered into an
Agreement and Plan of Reorganization (the "Merger Agreement") with Celotek
Corporation ("Target"), setting forth terms and conditions under which
Registrant is to acquire Target for the value of $21,500,000 less certain
transaction expenses (such amount, the "Merger Consideration") through a merger
of Target with and into Registrant. Pursuant to the terms of the Merger
Agreement, all of the issued and outstanding shares of capital stock of Target
and all outstanding options, warrants or other rights to acquire or receive
shares of Target Capital Stock shall be converted into the right to receive
shares of voting common stock of Registrant having an aggregate value equal to
the Merger Consideration, based on the Market Price of Registrant's common
stock. The Market Price is defined in the Merger Agreement as the average
closing price per share of Registrant's common stock over the twenty market
trading days preceding the closing of the merger, provided that the Market Price
will not in any event be less than $11.50 nor greater than $15.00.
EXHIBITS
2.1 Press Release dated July 31, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CYLINK CORPORATION
--------------------------------
Roger A. Barnes
Vice President and Chief Financial Officer
Date: July 31, 2000
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CYLINK CORPORATION
Current Report on Form 8-K
INDEX TO EXHIBITS
Exhibit No. Description
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2.1 Press Release dated July 31, 2000.
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