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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 Exchange Act of 1934
Date of Report: August 4, 2000
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CARRIER ACCESS CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
State of Delaware 000-24597 84-1208770
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
incorporation) ------------------------
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5395 Pearl Parkway, Boulder, CO 80301
(Address of principal executive offices and zip code)
(303) 442-5455
(Telephone number, including area code)
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ITEM 2. ACQUISITIONS OR DISPOSITION OF ASSETS
Effective August 11, 2000, Carrier Access Corporation, a Delaware
corporation (the "Registrant"), acquired Millennia Systems, Inc., a Virginia
corporation ("Millennia") pursuant to an Agreement and Plan of Reorganization
(the "Agreement") by and among Millennia, the Registrant and Millenia
Acquisition Corporation ("Merger Sub"), a Viriginia corporation and a wholly-
owned subsidiary of the Registrant. Pursuant to the Agreement, Merger Sub was
merged with and into Millennia (the "Merger") and the Millennia stockholders
received a total of 163,003 shares of the Registrant's common stock and
$1,971,563 in exchange for their Millennia capital stock. The Registrant is
currently evaluating the level of in-process research and development. The
description contained in this Item 2 of the Merger and the Agreement is
qualified in its entirety by reference to the full text of the Agreement, a copy
of which is attached hereto as Exhibit 2.1.
Of the 163,003 shares of the Registrant's common stock issued in the
Merger, 22,835 shares were placed into escrow, to be held as security for losses
incurred by the Registrant in the event of certain breaches of the
representations and warranties covered in the Agreement or certain other events.
Pursuant to the Agreement, the Registrant also assumed all of Millennia's
outstanding options.
The consideration paid by the Registrant was determined pursuant to
arms' length negotiations and took into account various factors concerning the
valuation of the business of Millennia, including valuations of comparable
companies and the business and operating results of Millennia.
The shares of Registrant's common stock issued pursuant to the Merger
were not registered under the Securities Act of 1933, as amended (the
"Securities Act") in reliance upon the exemptions provided by Section 4(2) under
the Securities Act.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Millennia.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
2.1 Agreement and Plan of Reorganization dated August 4, 2000.
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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.
CARRIER ACCESS CORPORATION
August 18, 2000 /s/ Timothy R. Anderson
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Timothy R. Anderson, Chief Financial Officer
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Index to Exhibits
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Sequentially
Exhibit Numbered
Number Description of Documents Page
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2.1 Agreement and Plan of Reorganization dated August 4, 2000. 5
4
