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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) May 23, 2000
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COBALT NETWORKS, INC.
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(Exact Name of the Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
000-24360 77-0440751
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(Commission File Number) (I.R.S. Employer Identification No.)
555 Ellis Street, Mountain View, California 94043
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(Address of Principal Executive Offices) (Zip Code)
(650) 623-2500
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 23, 2000, Cobalt Networks, Inc., a Delaware corporation ("Cobalt")
completed its acquisition of Chili!Soft, Inc., a California corporation
("Chili!Soft"). Chili!Soft is a privately-held provider of software solutions
for platform-independent active server pages. In the acquisition, a wholly
owned subsidiary of Cobalt merged with and into Chili!Soft, Chili!Soft became a
wholly owned subsidiary of Cobalt and the former shareholders of Chili!Soft
received an aggregate of 1,150,000 shares of Cobalt Common Stock in exchange for
all outstanding shares of Chili!Soft and options to purchase Chili!Soft Common
Stock at the rate of 0.0791477 shares of Cobalt Common Stock for each share of
Chili!Soft Common Stock, 0.1067060 shares of Cobalt Common Stock for each share
of Chili!Soft Series A Preferred Stock and 0.1576077 shares of Cobalt Common
Stock for each share of Chili!Soft Series B Preferred Stock (the "Merger"). The
Merger will be accounted for under the purchase method of accounting. The amount
of the consideration issued to the former shareholders and option holders of
Chili!Soft was determined by arms-length negotiation between the parties.
115,000 of the shares issued in the Merger are being held in escrow to secure
certain indemnification and other rights that Cobalt has under the merger
agreement.
An aggregate of approximately 1,115,000 shares of Cobalt Common Stock were
issuable pursuant to the Merger, including shares of Cobalt Common Stock
issuable in connection with the exercise of options to purchase Chili!Soft
Common Stock that Cobalt assumed in connection with the Merger. Cobalt will pay
the former shareholders cash in lieu of fractional shares that would otherwise
be issued in the Merger. The shares of Cobalt Common Stock received by the
former shareholders of Chili!Soft as a result of the Merger were issued in
reliance on an exemption from registration pursuant to Section 3(a)(10) under
the Securities Act of 1933, as amended (the "Securities Act"). As a result,
shares of Cobalt Common Stock issued in connection with the Merger to affiliates
of Chili!Soft are subject to restrictions on transfer under Rule 145 of the
Securities Act and carry a legend reflecting such restrictions. Shares of Cobalt
Common Stock to be issued to former Chili!Soft optionees upon exercise of
options assumed by Cobalt are subject to a registration statement on Form S-8
which will be filed by Cobalt with the Securities and Exchange Commission
shortly.
The foregoing summary of certain principal terms of the Merger and the
Agreement and Plan of Reorganization dated March 22, 2000 (the "Agreement") by
and between Cobalt, Blue Tortilla Acquisition Corp., a California corporation
and wholly owned subsidiary of Cobalt, and Chili!Soft does not purport to be
complete and is qualified in its entirety by reference to the Agreement. A copy
of the Agreement and the exhibits thereto are attached as exhibits to this
Current Report on Form 8-K and are hereby incorporated by reference herein.
A copy of the press releases announcing the signing of the Agreement and
the completion of the Merger are attached as exhibits to this Current Report on
Form 8-K and are hereby incorporated by reference herein.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(a) Financial Statements of Business Acquired.
As of the date of filing of this Current Report on Form 8-K, it is
impracticable for Cobalt to provide the financial statements required
by this Item 7(a). In accordance with Item 7(a)(4) of Form 8-K, such
financial statements shall be filed by amendment to this Form 8-K no
later than August 6, 2000.
(b) Pro Forma Financial Information.
As of the date of filing of this Current Report on Form 8-K, it is
impracticable for Cobalt to provide the financial statements required
by this Item 7(b). In accordance with Item 7(b) of Form 8-K, such
financial statements shall be filed by amendment to this Form 8-K no
later than August 6, 2000.
(c) Exhibits.
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
2.1 Agreement and Plan of Reorganization, dated March
22, 2000, by and among Cobalt Networks, Inc.,
Blue Tortilla Acquisition Corp. and Chili!Soft,
Inc. (Schedules have been omitted pursuant to
Item 601(b)(2) of Regulation S-K. Cobalt hereby
undertakes to furnish supplementally copies of
any of the omitted schedules upon request by the
Securities and Exchange Commission.)
2.1.1 Form of Voting Agreement
2.1.2 Form of Non-Competition Agreement
2.1.3 Form of Merger Agreement
2.1.4 Form of Surviving Company Articles of Incorporation
2.1.5 Form of Cobalt Lock-up Agreement
2.1.6 Form of Declaration of Registration Rights
2.1.7 Form of Affiliate Agreement
</TABLE>
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<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
2.1.8 Form of Press Release (see Exhibit 99.1)
2.1.9 Form of Bonus Plan
2.1.10 Form of Wilson Sonsini Goodrich & Rosati opinion
2.1.11 Form of Escrow Agreement
2.1.12 Form of Crosby, Heafey, Roach & May opinion
99.1 Press release of Cobalt Networks, Inc. dated
March 23, 2000 regarding acquisition of
Chili!Soft, Inc.
99.2 Press release of Cobalt Networks, Inc. dated May
24, 2000 regarding acquisition of Chili!Soft, Inc.
</TABLE>
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<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.
Dated: June 7, 2000
COBALT NETWORKS, INC.
By: /s/ Kenton D. Chow
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Kenton D. Chow
Vice President, Finance, Chief Financial
Officer and Secretary
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COBALT NETWORKS, INC.
FORM 8-K
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
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<C> <S>
2.1 Agreement and Plan of Reorganization, dated March 22, 2000,
by and among Cobalt Networks, Inc., Blue Tortilla Acquisition
Corp. and Chili!Soft, Inc. (Schedules have been omitted
pursuant to Item 601(b)(2) of Regulation S-K. Cobalt hereby
undertakes to furnish supplementally copies of any of the
omitted schedules upon request by the Securities and Exchange
Commission.)
2.1.1 Form of Voting Agreement
2.1.2 Form of Non-Competition Agreement
2.1.3 Form of Merger Agreement
2.1.4 Form of Surviving Company Articles of Incorporation
2.1.5 Form of Cobalt Lock-up Agreement
2.1.6 Form of Declaration of Registration Rights
2.1.7 Form of Affiliate Agreement
2.1.8 Form of Press Release (see Exhibit 99.1)
2.1.9 Form of Bonus Plan
2.1.10 Form of Wilson Sonsini Goodrich & Rosati opinion
2.1.11 Form of Escrow Agreement
2.1.12 Form of Crosby, Heafey, Roach & May opinion
99.1 Press release of Cobalt Networks, Inc. dated March 23, 2000
regarding acquisition of Chili!Soft, Inc.
99.2 Press release of Cobalt Networks, Inc. dated May 24, 2000
regarding acquisition of Chili!Soft, Inc.
</TABLE>
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