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
August 30, 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 31, 2000, Cylink Corporation ("Cylink") announced that it had
entered into an Agreement and Plan of Reorganization, dated as of July 27, 2000
(the "Reorganization Agreement") with Celotek Corporation ("Celotek"), pursuant
to which Celotek was to be merged with and into Cylink (the "Merger").
On August 30, 2000, the Merger was consummated by the filing of a
Certificate of Merger with the Secretary of State of the State of Delaware. As a
result of the Merger, Celotek merged with and into Cylink. The Merger was
intended to be a tax-free reorganization under the Internal Revenue Code of
1986, as amended, and was intended to be accounted for as a purchase
transaction.
Under the terms of the Merger, an aggregate of 1,610,545 shares of
Cylink common stock were exchanged for all outstanding shares of Celotek stock,
and 300,000 shares of Cylink common stock were set aside for the conversion of
Celotek options assumed by Cylink in the transaction.
In connection with the Merger, 241,582 of the 1,610,545 shares of
Cylink's common stock issuable in exchange for the Celotek stock at the closing
of the Merger were placed in escrow with U.S. Bank Trust National Association
for up to twelve (12) months from the date of the Merger.
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The escrow fund will be available to compensate Cylink for losses resulting from
any inaccuracy in the representations or warranties of Celotek contained in the
Reorganization Agreement or any failure to comply with any covenant contained in
the Reorganization Agreement.
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: August 30, 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 August 31, 2000.
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