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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 (Date of earliest event reported): September 21, 2000
Metawave Communications Corporation
(Exact name of Registrant as specified in its charter)
Delaware 0-24673 91-1673152
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or Identification No.)
organization)
10735 Willows Road NE
Redmond, WA 98052
(Address of principal executive offices) (Zip code)
(425) 702-5600
(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets
(a) On September 21, 2000 Metawave Communications Corporation a
Delaware corporation (the "Company") acquired Adaptive Telecom, Inc., a
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California corporation ("Target"), by the statutory merger (the "Merger") of
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Malibu Acquisition Corporation, a Delaware corporation and wholly-owned
subsidiary of the Company ("Company Sub"), with and into Target. The Merger was
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accomplished pursuant to the Amended and Restated Agreement and Plan of Merger,
dated as of September 20, 2000, among the Company, Target and Company Sub (the
"Merger Agreement"). The Merger occurred following the approval of the Merger
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Agreement by the shareholders of the Target pursuant to a written shareholder
consent and satisfaction of certain other closing conditions. As a result of the
Merger, the Company became the owner of 100% of the issued and outstanding
shares of Target Common Stock and each outstanding share of Target Common Stock
and each outstanding option to acquire Target Common Stock was converted into
0.5516 shares of the Company's Common Stock or an option to acquire 0.5516
shares of such Common Stock, as the case may be.
A total of approximately 5,500,000 shares of the Company's Common
Stock will be issued to former Target shareholders and optionholders in exchange
for the acquisition by the Company of all outstanding Target capital stock and
all unexpired and unexercised options to acquire Target capital stock. The
shares issued to former Target shareholders are to be registered for resale
pursuant to a resale registration statement on Form S-1, pursuant to the
Securities Act of 1933, as amended, which is expected to become effective on or
about October 24, 2000. Outstanding options to purchase Target Common Stock
were assumed by the Company and remain outstanding as options to purchase shares
of the Company's Common Stock.
Under the terms of the Merger Agreement and a related Escrow Agreement
dated September 20, 2000, a total of 412,500 shares of the Company's Common
Stock will be held in escrow for the purpose of indemnifying the Company and its
respective affiliates, officers, directors, employees, representatives and
agents against certain liabilities of Target. Such escrow will expire on
September 20, 2001.
The Acquisition will be accounted for as a purchase transaction. The
ratio at which Company's stock was exchanged for Target's stock was determined
pursuant to a formula set forth in the Merger Agreement. The formula was agreed
upon in arms' length negotiations and took account of several factors concerning
the relative valuations of the Company and Target.
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Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
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It is currently impracticable for the Company to provide the
required financial statements. In accordance with Item 7(a)(4) of the
Instructions to Form 8-K, the Company will file such financial statements as
soon as they are available, and in no event later than December 4, 2000.
(b) Pro Forma Financial Information.
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It is currently impracticable for the Company to provide the
required financial statements. In accordance with Items 7(a)(4) and 7(b)(2) of
the Instructions to Form 8-K, the Company will file such financial statements as
soon as they are available, and in no event later than December 4, 2000.
(c) Exhibits.
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2.1 Amended and Restated Agreement and Plan of Merger dated
September 20, 2000 among the Company, Company Sub and
Target.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
METAWAVE COMMUNICATIONS
CORPORATION
(Registrant)
Date: October 4, 2000 By: /s/ Stuart W. Fuhlendorf
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Stuart W. Fuhlendorf
Senior Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit
Number Description
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2.1 Amended and Restated Agreement and Plan of Merger dated September 20, 2000
among the Company, Company Sub and Target.
