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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 and Exchange Act of 1934
Date of Report: August 10, 2000
Date of Earliest Event Reported: August 10, 2000
CLARENT CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 000-26441 77-0433687
(State of jurisdiction) (Commission File No.) (IRS Employer Identification No.)
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700 Chesapeake Drive
Redwood City, California 94063
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (650) 306-7511
1.
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Item 2. Acquisition or Disposition of Assets.
On August 10, 2000, Clarent Corporation ("Clarent") completed an
acquisition in which it acquired ACT Networks, Inc. ("ACT") in a stock-for-stock
transaction. ACT was acquired pursuant to an Agreement and Plan of Merger and
Reorganization, dated as of May 1, 2000 (the "Merger Agreement"), by and among
Clarent, ACT and Copper Acquisition Sub, Inc., a wholly owned subsidiary of
Clarent ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub was merged
with and into ACT, with ACT being the surviving corporation (the "Merger"). As
a result of the Merger, ACT became a wholly owned subsidiary of Clarent. In
connection with the Merger: (a) each outstanding share of ACT common stock will
be exchanged for 0.4198 of a share of Clarent common stock, resulting in the
issuance of an aggregate of 4,430,356 shares of Clarent common stock for all
outstanding shares of ACT common stock, and (b) all options to purchase shares
of ACT common stock outstanding immediately prior to the consummation of the
Merger were converted into options to purchase shares of Clarent common stock.
The Merger was intended to qualify as a tax-free reorganization and to be
accounted for as a "purchase." Clarent's press release, dated August 10, 2000,
titled "Clarent Corporation Completes Acquisition of ACT Networks" is attached
hereto as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
a. The required financial statements will be filed by amendment as so
on as practicable.
b. The required pro forma financial information will be filed by
amendment as soon as practicable.
c. Exhibits
2.1 Agreement and Plan of Merger and Reorganization, dated as of
May 1, 2000, among Clarent Corporation, Copper Acquisition
Sub, Inc. and ACT Networks, Inc., as amended (incorporated
by reference to Exhibit 2.1 to Clarent Corporation's
Registration Statement on Form S-4 (No. 333-38216) filed May
31, 2000, as amended).
99.1 Press Release titled "Clarent Corporation Completes
Acquisition of ACT Networks" dated August 10, 2000.
2.
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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.
CLARENT CORPORATION
Dated: August 10, 2000 By: /s/ Richard J. Heaps
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Richard J. Heaps
Chief Operating Officer and
Chief Financial Officer
3.
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EXHIBIT INDEX
Exhibit
Number Description
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2.1 Agreement and Plan of Merger and Reorganization, dated as of
May 1, 2000, among Clarent Corporation, Copper Acquisition
Sub, Inc. and ACT Networks, Inc. (incorporated by reference
to Exhibit 2.1 to Clarent Corporation's Registration
Statement on Form S-4 (No. 333-38216) filed May 31, 2000, as
amended).
99.1 Press Release titled "Clarent Corporation Completes
Acquisition of ACT Networks" dated August 10, 2000.
4.
