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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) August 31, 2000
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NETSILICON, INC.
(Exact name of registrant as specified in charter)
MASSACHUSETTS 0-26761 04-2826579
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
411 Waverley Oaks Rd., Bldg. 227, Waltham, MA
02452
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(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code 781-647-1234
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NOT APPLICABLE
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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 August 31, 2000, NETsilicon, Inc. ("NETsilicon") acquired the strategic
network technology assets (the "Purchased Assets") of Pacific Softworks
Technology, Inc. ("Pacific"), a subsidiary of PASW, Inc. ("PASW"). The Purchased
Assets, which represent substantially all of the assets of Pacific, were
acquired pursuant to an Asset Purchase Agreement, dated as of August 31, 2000,
by and among NETsilicon, Pacific and PASW. The Purchased Assets were used by
Pacific, and will continue to be used by NETsilicon, to develop and license
embedded network protocols - software that enables electronic devices to
communicate over local and wide area networks.
The aggregate purchase price for the Purchased Assets consisted of 90,000 shares
of the common stock of NETsilicon and assumed liabilities, including 9,000
shares being held in escrow. All of the NETsilicon shares issued in the purchase
were registered in the name of PASW.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) The required financial statements will be filed by amendment not later than
60 days after this initial report must be filed.
(b) The required pro forma financial statements will be filed by amendment not
later than 60 days after this initial report must be filed.
(c) Exhibits.
Exhibits Exhibit
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2.1 Asset Purchase Agreement, dated as of August 31, 2000,
between NETsilicon, Inc., PASW, Inc. and PSI Softworks
Technology, Inc. (Pursuant to Item 601(b)(2) of
Regulation S-K, the exhibits to the Asset Purchase
Agreement have been omitted. The Registrant agrees to
furnish such exhibits supplementally upon the request
of the Securities and Exchange Commission.)
99.1 Press release, dated September 5, 2000 announcing Asset
Purchase Agreement.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
NETsilicon, Inc.
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September 15, 2000 By: /s/ Daniel J. Sullivan
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Name: Daniel J. Sullivan
Title: Vice President, Finance
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Exhibit
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2.1 Asset Purchase Agreement, dated as of August 31, 2000, between
NETsilicon, Inc., PASW, Inc. and PSI Softworks Technology, Inc.
(Pursuant to Item 601(b)(2) of Regulation S-K, the exhibits to the
Asset Purchase Agreement have been omitted. The Registrant agrees
to furnish such exhibits supplementally upon the request
of the Securities and Exchange Commission.)
99.1 Press release, dated September 5, 2000 announcing Asset Purchase
Agreement.
