U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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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 29, 2000
EAGLE WIRELESS INTERNATIONAL, INC.
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(Exact Name of Registrant as Specified in Charter)
TEXAS
(State or Other Jurisdiction of
Incorporation or Organization)
0-20011 76-0494995
(Commission File Number) (I.R.S. Employer Identification No.)
101 COURAGEOUS DRIVE, HOUSTON, TEXAS 77573
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(Address of principal executive offices including zip code)
(281) 538-6000
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
Pursuant to an Agreement and Plan of Reorganization dated as of September 15,
2000, by and among Eagle Wireless International, Inc., a Texas corporation
("Eagle"), Eagle Acquisition Corporation, a Delaware corporation and
wholly-owned subsidiary of Eagle ("Merger Sub"), and ClearWorks.net, Inc., a
Delaware corporation ("ClearWorks), Merger Sub is to be merged with and into
ClearWorks and ClearWorks is to become a wholly-owned subsidiary of Eagle (the
"Merger"). As a result of the Merger, each outstanding share of ClearWorks
Common Stock is to be exchanged for .8 shares of Eagle Common Stock.
The Merger is contingent upon the shareholders of Eagle approving the issuance
of Eagle Common Stock and the approval of the Merger by the shareholders of
ClearWorks.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired. The following documents and
information have been previously filed with the Securities and Exchange
Commission and have been omitted pursuant to General Instruction B.3 of Form
8-K:
(1) The financials statements required to be filed pursuant to Item
7(a)(1) of Form 8-K have previously been filed on Eagle's Form S-4 (Registration
No. 333-49688).
(b) Pro Forma Financial Information.
(1) The financials statements required to be filed pursuant to Item
7(b)(1) of Form 8-K have previously been filed on Eagle's Form S-4 (Registration
No. 333-49688).
(c) Exhibits
2.1 Agreement and Plan of Reorganization dated as of September 15, 2000,
by and among Eagle Wireless International, Inc., a Texas
corporation, Eagle Acquisition Corporation, a Delaware corporation
and wholly-owned subsidiary of Eagle, and ClearWorks.net, Inc., a
Delaware corporation. (incorporated by reference from Eagle's Form
S-4 Registration No. 333-49688).
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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 hereunto duly authorized.
EAGLE WIRELESS INTERNAITONAL, INC.
By: /S/ H. DEAN CUBLEY
Dr. H. Dean Cubley
Chief Financial Officer and President
DATE: November 29, 2000
