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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) May 15, 2000
HI/FN, INC.
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(Exact name of registrant as specified in charter)
DELAWARE 0-24765 33-0732700
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
750 UNIVERSITY AVENUE, LOS GATOS 95032
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 399-3500
NOT APPLICABLE
(Former name or former address, if changed since last report.)
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On August 11, 2000, Hi/fn, Inc. (Hi/fn) completed its acquisition
of all of the issued and outstanding common stock and outstanding options of
Apptitude, Inc., a provider of embedded Internet traffic analysis solutions for
developers of network infrastructure devices, for $20 million in cash and 1.2
million shares of Hi/fn common stock, or an aggregate purchase price of
approximately $78 million (the "Consideration"). All outstanding options of
Apptitude are converted into options to acquire shares of Hi/fn common stock,
par value $0.001 per share. The terms and conditions of the acquisition are set
forth in an Agreement and Plan of Reorganization dated May 12, 2000 and the
First and Second Amendments thereto, dated May 31, 2000 and July 12, 2000,
respectively(the "Agreement"), between Hi/fn and Apptitude, and the description
herein is qualified in its entirety by reference to the Agreement, which is
attached hereto as Exhibit 2.1 and is incorporated herein by reference. The
Consideration was negotiated at arms' length by the parties. Prior to the
closing of the acquisition, the holders of common shares of Apptitude were not
affiliated with Hi/fn. The acquisition will be accounted for as a purchase.
Item 5. OTHER EVENTS
Also on August 11, 2000, Hi/fn announced the appointment of Chris
G. Kenber as President and Chief Executive Officer and as a member of Hi/fn's
Board of Directors. Mr. Kenber replaced Raymond J. Farhman who resigned to
pursue other interests. Additionally, Hi/fn founder and Director Douglas L.
Whiting has replaced Mr. Farnham as Chairman of the Board. Mr. Farnham remains a
member of the Board of Directors.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
The required financial statements of Apptitude are not
included in this Current Report on Form 8-K. These financial statements will be
provided in an amendment to this Current Report on Form 8-K as soon as
practicable, but not later than October 25, 2000.
(b) PRO FORMA FINANCIAL INFORMATION
The required pro forma financial information relative to the
acquisition of Apptitude is not included in this Report on Form 8-K. The pro
forma financial information will be provided in an amendment to this Current
Report on Form 8-K as soon as practicable, but not later than October 25, 2000.
(c) EXHIBITS
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<CAPTION>
Exhibit No. Description
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2.1 Agreement and Plan of Reorganization, dated
May 12, 2000 between Hi/fn, Inc. and
Apptitude, Inc.
2.2 First Amendment to Agreement and Plan of
Reorganization dated May 31, 2000
2.3 Second Amendment to Agreement and Plan of
Reorganization dated July 12, 2000
99.1 Press Release dated August 14, 2000
announcing Hi/fn's completion of the
acquisition of Apptitude and Appointment of
Chris G. Kenber as new Hi/fn President and
CEO
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HI/FN, INC.
(Registrant)
Date: August 25, 2000
/s/ WILLIAM R. WALKER
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William R. Walker
Vice President, Chief
Financial Officer and Secretary
(Principal Financial and
Accounting Officer)
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