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): December 18, 1999
MAKER COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-25987 04-3276285
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
73 Mount Wayte Avenue
Framingham, MA 01702
(Address of principal executive offices) (Zip Code)
(508) 628-0622
(Registrant's telephone number, including area code)
N/A
(former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS.
On December 18, 1999, Maker Communications, Inc. ("Maker"), a Delaware
corporation, Conexant Systems, Inc., a Delaware Corporation ("Conexant") and
Merlot Acquisition Corp. ("Merger Sub"), a Delaware corporation and wholly-owned
subsidiary of Conexant, entered into an Agreement and Plan of Merger, dated as
of December 18, 1999 (the "Merger Agreement"), pursuant to which, among other
things, Maker will merge with and into Merger Sub, with Maker as the surviving
corporation (the "Merger"). The total consideration for the acquisition of Maker
will be approximately $990 million, to be paid in the form of 0.66 shares of
common stock, par value $.01 per share, of Conexant in exchange for each share
of Maker common stock, par value $.01 per share. The Merger is intended to
qualify as a tax-free reorganization under the Internal Revenue Code of 1986, as
amended.
The transaction is subject to customary regulatory approvals and the approval of
Maker's shareholders. Holders of approximately 35% of Maker's outstanding common
stock have executed agreements to vote their shares in favor of the transaction.
The press release announcing this transaction is filed as Exhibit 99.1 hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits
Exhibit No. Description
99.1 Press Release, dated December 20, 1999 relating to a
definitive agreement for the acquisition of Maker
Communications, Inc. by Conexant Systems, Inc.
<PAGE>
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.
Date: December 23, 1999
MAKER COMMUNICATIONS, INC.
By: /s/William N. Giudice
William N. Giudice
President and Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release, dated December 20, 1999 relating to a
definitive agreement for the acquisition of Maker
Communications, Inc. by Conexant Systems, Inc.
<PAGE>
EXHIBIT 99.1
Conexant editorial contact: Conexant investor relations contact:
Carol Thornton Mike Cortright
Conexant Systems, Inc. Conexant Systems, Inc.
(949) 483-7413 (949) 483-6773
[email protected] [email protected]
Maker editorial contact: Maker investor relations contact:
- ------------------------ ---------------------------------
Roman Kichorowsky Michael Rubino
Director, Marketing Communications Vice President of Finance and CFO
Maker Communications Maker Communications
(508) 766-3257 (508) 766-3268
[email protected] [email protected]
CONEXANT TO ACQUIRE MAKER COMMUNICATIONS
Combined company will be the leading provider of
network processing and physical layer
semiconductor products for the
Internet infrastructure
NEWPORT BEACH, Calif., December 20, 1999 - Conexant Systems, Inc. (NASDAQ:
CNXT), announced today that it is acquiring Maker Communications (NASDAQ: MAKR),
of Framingham, Mass., the industry's leading provider of programmable,
high-performance network processors, software solutions and development tools.
The combination will create the industry's broadest portfolio of network
processor and physical layer semiconductor products for the Internet
infrastructure and will enable a level of systems integration unmatched by any
other communications semiconductor company.
In an all-stock transaction, which has been approved by the boards of
directors of both companies, Maker shareholders will receive 0.66 of a share of
Conexant common stock for each share of Maker common stock they own. At
Conexant's closing stock price on Friday, December 17, 1999, the transaction is
valued at approximately $990 million.
"Maker is a pioneer in the network processor market, with real
products, customers and revenue. This acquisition strategically extends
Conexant's network access product portfolio into high value, software-intensive,
protocol processing applications," said Dwight W. Decker, chairman and chief
executive officer of Conexant.
Conexant, through its Network Access Division, provides the industry's
broadest portfolio of physical-layer communications products, including
asynchronous transfer mode (ATM), T1/E1 and T3/E3 carrier, optical networking
(SONET/SDH), digital subscriber line (DSL), and multi-service voice and data
access concentration.
"Going forward, we expect to provide our customers with an unequaled
level of systems integration as we combine our current physical layer products
with Maker's higher layer protocol processors to deliver high-performance
solutions tailored for the Internet infrastructure, broadband access, and next
generation packet-based telecommunications networks," Decker added.
"Combining forces with a market leader that has the product breadth and
geographical scope of Conexant gives Maker the opportunity to dramatically
expand our network processor business worldwide," said William N. Giudice,
president and chief executive officer of Maker Communications. "The combination
of our two companies will bring our customers a powerful new partner in
designing and supplying the critical product technologies driving broadband
Internet services and content to an exploding subscriber base."
The transaction is subject to customary regulatory approvals and the
approval of Maker's shareholders. Holders of approximately 35% of Maker's
outstanding common stock have executed agreements to vote their shares in favor
of the transaction.
The acquisition is expected to close within 90 days.
"This transaction will utilize the purchase method of accounting and is
expected to be slightly dilutive to our fiscal year 2000 earnings, before
one-time charges and goodwill authorization," said Bala Iyer, senior vice
president and chief financial officer of Conexant. "We expect, however, that the
acquisition will become accretive, on a cash earnings basis, within 12 months
after closing the transaction, and we further expect to build the business to an
annualized revenue run-rate of $100 million by the end of calendar 2001."
Note To Analysts and Editors
Conexant and Maker Communications will conduct an analyst telephone
conference today at 9:00 a.m. EST and a telephone press briefing today at 1:00
p.m. EST. The dial-in numbers for both are (800) 633-8481 (Domestic) and (212)
676-5391 (International). A recorded playback of the analyst teleconference will
be available on Dec. 20, 1999, from 8:00 a.m. PST to 7:00 p.m. PST. To access
the playback, call (800) 633-8284 (Domestic) or (858) 812-6440 (International);
enter reservation number: 13906721.
Safe Harbor Statement
This press release contains statements relating to future results of
the company (including certain projections and business trends) that are
"forward-looking statements" as defined in the Private Securities Litigation
Reform Act of 1995. Actual results may differ materially from those projected as
a result of certain risks and uncertainties. These risks and uncertainties
include, but are not limited to: the company's ability to integrate Maker into
its operations; to achieve the synergies necessary to produce accretion to cash
earnings within 12 months of the close of the transaction; growth of the market
for Maker's products as to achieve an annualized revenue run rate of $100
million by the end of 2001; global and market conditions, including, but not
limited to, the cyclical nature of the semiconductor industry and the markets
addressed by the company's and its customers' products; demand for and market
acceptance of new and existing products; successful development of new products;
the timing of new product introductions; the availability and extent of
utilization of manufacturing capacity; pricing pressures and other competitive
factors; changes in product mix; fluctuations in manufacturing yields; product
obsolescence; the ability to develop and implement new technologies and to
obtain protection for the related intellectual property; the successful
implementation of the company's diversification strategy; labor relations of the
company, its customers and suppliers; timely completion of Year 2000
modifications by the company and its key suppliers and customers; and the
uncertainties of litigation, as well as other risks and uncertainties, including
but not limited to those detailed from time to time in the company's Securities
and Exchange Commission filings. These forward-looking statements are made only
as of the date hereof, and the company undertakes no obligation to update or
revise the forward-looking statements, whether as a result of new information,
future events or otherwise. Other brands and names contained in this release are
the property of their respective owners.
About Conexant
With revenues of approximately $1.5 billion, Conexant is the world's largest
independent company focused exclusively on providing semiconductor products and
systems solutions for communications electronics. With more than 30 years of
experience in developing communications technology, the company draws upon its
expertise in mixed-signal processing to deliver integrated systems and
semiconductor products for a broad range of communications applications. These
products facilitate communications worldwide through wireline voice and data
communications networks, cordless and cellular wireless telephony systems,
personal imaging devices and equipment, and emerging cable and wireless
broadband communications networks. The company aligns its business into five
product platforms: Network Access, Wireless Communications, Digital
Infotainment, Personal Imaging, and Personal Computing. Conexant is a member of
the Nasdaq-100 Index, which represents the largest and most active stocks listed
on The Nasdaq Stock Market across major industry groups. For more information,
visit Conexant at www.conexant.com.
About Maker Communications
Founded in 1994, Maker Communications, Inc. is a fabless semiconductor company
that designs, develops and markets high-performance programmable network
processors, development tools and application software for use in a variety of
communications systems including routers, switches, edge devices and access
products. Maker focuses on emerging high-growth segments of the communications
systems market that require sophisticated traffic management and
internetworking. The company's MXT3010 Cell Processor and related software
target the high performance segment of the ATM market. The MXT4000 Traffic
Stream Processor family and related software provides a complete solution for
building Packet-over-SONET and ATM core networking equipment. The new MXT5100
Edge Stream Processor and software address the growing market for flexible
multi-service access equipment. Maker Communications is based in Framingham,
Massachusetts, and on the Web at http://www.maker.com.
