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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) August 8, 2000
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Turnstone Systems, Inc.
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(Exact Name of Registrant as Specified in Charter)
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Delaware 000-28843 77-0473640
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
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2220 Central Expressway, Santa Clara, California 95050
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(Address of Principal Executive Offices) (Zip Code)
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Registrant's telephone number, including area code (408) 907-1400
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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 July 19, 2000, Turnstone Systems, Inc. (the "Registrant") entered into
a share purchase agreement ("Purchase Agreement") with all of the shareholders
of Paragon Solutions Limited, a New Zealand engineering company that specializes
in designing telecommunications products ("Paragon") and Graham Parkins, as
representative of the Paragon shareholders, pursuant to which Registrant agreed
to acquire all of the outstanding ordinary shares of Paragon for up to a maximum
of US$10 million in cash.
On August 8, 2000, the Registrant completed its acquisition of Paragon
through a wholly-owned subsidiary, Turnstone New Zealand Holdings. The closing
of the acquisition involved the initial payment of US$5 million to the
shareholders of Paragon in exchange for all of the outstanding ordinary shares
of Paragon. Pursuant to the Purchase Agreement, the Registrant has agreed to pay
the Paragon shareholders up to an additional US$5 million on the first
anniversary of the closing date if certain conditions in the Purchase Agreement
are met. The source of funds for the acquisition is working capital of the
Registrant.
A copy of the Purchase Agreement is attached hereto as Exhibit 2.1 and is
incorporated herein by reference. A copy of the deed relating to the accession
under the Purchase Agreement of Turnstone New Zealand Holdings as the nominated
transferee of all of the outstanding ordinary shares of Paragon is attached
hereto as Exhibit 2.2 and is incorporated herein by reference. The summary
contained in this item 2 is qualified by reference to such exhibits.
Item 7. Financial Statements, Pro Forma Financial Statements and
Exhibits.
(a) and (b). No financial statements are filed herewith. The Registrant shall
file the requisite financial statements by amendment hereto no later than 60
days after the date that this Current Report on Form 8-K must be filed.
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(c). Exhibit No. Description
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2.1 Agreement relating to sale and purchase of
all the shares in Paragon Solutions Limited,
dated July 19, 2000, among the Registrant,
each vendor listed in Schedule 1 thereto and
Graham Parkins, as the vendors'
representative. Except for Schedule 2,
annexes and schedules to this Exhibit have
not been filed; upon request, the Registrant
will furnish supplementally to the Commission
a copy of any omitted annex or schedule.
2.2 Deed relating to accession under an agreement
for sale and purchase, dated August 8, 2000,
between the Registrant and Turnstone New
Zealand Holdings, a wholly-owned subsidiary
of Registrant, as nominated transferee.
99.1 Press release of Registrant, dated August 10,
2000, announcing the closing of the
acquisition of Paragon Solutions Limited.
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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.
Turnstone Systems, Inc.
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(Registrant)
Date: August 11, 2000 By: /s/ Richard N. Tinsley
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(Signature)
Richard N. Tinsley
President and Chief Executive Officer
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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2.1 Agreement relating to sale and purchase of
all the shares in Paragon Solutions Limited,
dated July 19, 2000, among the Registrant,
each vendor listed in Schedule 1 thereto and
Graham Parkins, as the vendors'
representative. Except for Schedule 2,
annexes and schedules to this Exhibit have
not been filed; upon request, the Registrant
will furnish supplementally to the Commission
a copy of any omitted annex or schedule.
2.2 Deed relating to accession under an agreement
for sale and purchase, dated August 8, 2000,
between the Registrant and Turnstone New
Zealand Holdings, a wholly-owned subsidiary
of Registrant, as nominated transferee.
99.1 Press release of Registrant, dated August 10,
2000, announcing the closing of the
acquisition of Paragon Solutions Limited.
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