SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) JANUARY 12, 2000
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GLOBESPAN, INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 000-26401 75-2658218
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
100 Schultz Drive
RED BANK, NEW JERSEY 07701
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (732) 345-7500
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
In a press release issued January 12, 2000, GlobeSpan, Inc., a
Delaware corporation (the "Company"), announced that it entered into a merger
agreement among the Company, FTI Acquisition Corp., a New Jersey corporation and
a wholly-owned subsidiary of the Company ("FTI Acquisition"), and Ficon
Technology, Inc., a New Jersey corporation ("Ficon"), pursuant to which FTI
Acquisition will be merged (the "Ficon Merger") with and into Ficon with Ficon
being the surviving corporation in the merger. In the Ficon Merger, the Company
will issue to Ficon stockholders 320,000 shares of the Company's common stock,
par value $.001 per share ("Common Stock"), and will pay to those stockholders
$5.0 million in cash, less certain expenses of Ficon. The Company will also
issue 333,333 additional shares of common stock to Ficon stockholders, to be
held in escrow until certain performance goals are met by Ficon. The closing of
the Ficon Merger is subject to the parties' compliance with customary conditions
to closing.
In a press release issued January 24, 2000, the Company, announced
that it entered into a asset purchase agreement between the Company and PairGain
Technologies, Inc., a Delaware corporation ("PairGain"), pursuant to which the
Company will purchase (the "PairGain Purchase") all of the assets of PairGain
used in or necessary to conduct the business of PairGain's microelectronics
group, designers of integrated circuits and software for digital subscriber line
applications. In the PairGain Purchase, the Company will issue to PairGain
1,081,197 shares of the Common Stock and a $90.0 million subordinated redeemable
convertible note The closing of the PairGain Purchase is subject to the parties'
compliance with customary conditions to closing.
The foregoing description of the Ficon Merger, the PairGain Purchase
and the related press releases is qualified in its entirety by reference to the
press release relating to the Ficon Merger, a copy of which is attached as
Exhibit 99.1 hereto and incorporated by reference herein, and the press release
relating to the PairGain Purchase, a copy of which is attached as Exhibit 99.2
hereto and incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
2
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(c) Exhibits.
EXHIBIT DESCRIPTION
NO.
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99.1 Press release issued by the Company on January 12, 2000.
99.1 Press release issued by the Company on January 24, 2000.
3
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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.
GLOBESPAN, INC.
By: /s/ Robert McMullan
Name: Robert McMullan
Title: Chief Financial Officer, Vice
President, Treasurer and Secretary
Date: January 26, 2000
4
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
NO.
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99.1 Press release issued by the Company on January 12, 2000.
99.1 Press release issued by the Company on January 24, 2000.
5
Exhibit 99.1
[GlobeSpan Logo]
N E W S R E L E A S E
PRESS CONTACT: Bob McMullan
Chief Financial Officer
GlobeSpan, Inc.
+1-732-345-7558
GLOBESPAN TO ACQUIRE FICON TECHNOLOGY, INC. A NETWORKING
SOFTWARE LEADER
ACQUISITION EXPANDS VALUE OF GLOBESPAN'S LEADING DSL
PLATFORM
RED BANK, NEW JERSEY - JANUARY 12, 2000 -- GlobeSpan, Inc. (NASDAQ:
GSPN), a leading provider of integrated circuit, software and systems designs
for digital subsciber line (DSL) applications, today announced the acquisition
of Ficon Technology, Inc., a Woodbridge, N.J. based communications software
provider for packet-based broadband access and switching solutions.
Ficon Technology, Inc., is a leading provider of solutions in the
areas of IP, ATM and Voice over Packet, which enable the service providers to
build the next generation communications infrastructure . The broadband
communication software solutions offered by Ficon play a crucial role in
equipment vendors products required to build a packet-based converged switching
and routing network with guaranteed Quality of Service (QoS) for voice, data and
multimedia applications. Ficon's products represent critical components of
<PAGE>
broadband access systems and network edge devices which are experiencing high
growth due to the Internet revolution. GlobeSpan plans to retain all of Ficon's
employees comprising of approximately 60 engineers.
"GlobeSpan is very excited to work with Ficon's enthusiastic and very
talented team, said Armando Geday, GlobeSpan's President and CEO. The combined
strengths of GlobeSpan and Ficon will give our customers a compelling and
comprehensive offering to their DSL solution requirements. This acquisition is
designed to further enhance GlobeSpan's position in the fast growing broadband
infrastructure market," Geday concluded.
"The combination of our capabilities with GlobeSpan's established
leadership in the broadband access market will allow us to provide an even
higher degree of integration to our customers, said Vivek Bansal, founder and
President of Ficon. The merger of the companies will enable the next generation
of networking devices to meet the demands of broadband packet access networks
spanning transport through services layers."
The acquisition will be accounted for as a purchase transaction. The
maximum cumulative purchase price is approximately $90.0 million including a $ 5
million cash component. "We expect to be slightly accretive to our year 2000
revenues and earnings, before acquisition related charges," said Bob McMullan,
Chief Financial Officer.
ABOUT GLOBESPAN
GlobeSpan, Inc. is a leading worldwide developer of advanced DSL
chipsets, which enable data transmission over the existing network of copper
telephone wires, known as the local loop, at rates over 100 times faster than
today's commonly deployed 56K modems. To date, the company has shipped more than
one million DSL chipsets, representing a significant share of this emerging
market, to a customer base of more than 100 DSL equipment manufacturers.
<PAGE>
GlobeSpan, Inc. is based at 100 Schulz Drive, Red Bank, New Jersey 07701 and can
be reached by phone at + 1-732-345-7500. The company's web site is
WWW.GLOBESPAN.NET. GlobeSpan is a trademark of GlobeSpan, Inc.
ABOUT FICON TECHNOLOGY, INC.
Ficon Technology provides products and system solutions in
next-generation networking and communication technologies such as IP routing and
switching, ATM, Inverse Multiplexing over ATM (IMA), and Voice over Packet.
These solutions have been successfully incorporated into many customer products
including IP edge switches and routers, ATM edge and core switches, Voice
Gateways, Integrated Access Devices, DSL modems and DSL Access Multiplexers
(DSLAMs). Ficon was founded in 1996 in Woodbridge and has grown rapidly opening
three more engineering centers in Richardson, TX., and Durham, NC., and a
subsidiary in New Delhi, India. Ficon Technology, Inc. is headquartered at 1000
Route 9 North, Woodbridge, New Jersey 07095. The company's web site is
WWW.FICON-TECH.COM
Except for the historical information contained herein, the matters
discussed in the press release are forward-looking statements within the meaning
of the safe-harbor provisions of the Private Securities Litigation Reform Act of
1995. These forward-looking statements are subject to risks and uncertainties
that may cause actual results to differ materially, including but not limited to
economic, competitive, governmental and technological factors affecting the
company's operations, markets, services and related products, prices and other
factors discussed in GlobeSpan's recent prospectus and other periodic filings
with the Securities and Exchange Commission.
Exhibit 99.2
[GlobeSpan Logo]
N E W S R E L E A S E
PRESS CONTACT: Bob McMullan
Chief Financial Officer
GlobeSpan, Inc.
+1-732-345-7558
Kim Gower
PairGain Technologies, Inc.
+ 1-714-832-9922
GLOBESPAN TO ACQUIRE PAIRGAIN'S MICROELECTRONICS GROUP
PURCHASE TO INCLUDE INTELLECTUAL PROPERTY AND OTHER ASSETS OF
PAIRGAIN'S DSL CHIPSET GROUP
RED BANK, NEW JERSEY AND TUSTIN, CA - JANUARY 24, 2000 -- GlobeSpan,
Inc. (NASDAQ: GSPN), a leading provider of integrated circuit, software and
systems designs for digital subscriber line (DSL) applications and PairGain
Technologies, Inc. (NASDAQ:PAIR), a leader in DSL access systems, today
announced that they have reached a definitive agreement for the purchase and
sale of PairGain's microelectronics group, designers of integrated circuits and
software for DSL applications, to GlobeSpan.
The purchase price will be a combination of 1,081,197 shares of
GlobeSpan common stock and a $90.0 million subordinated redeemable convertible
note. The deal is expected to close in the first quarter.
<PAGE>
On November 15, 1999 PairGain announced its intent to divest its
microelectronics group to facilitate PairGain's new focus on system-level,
multi-service access platforms.
In addition, GlobeSpan and PairGain will enter into a supply agreement
for the sale of DSL chipsets to PairGain. GlobeSpan, with this acquisition, will
establish a Southern California design center from which it expects to expand
over the next few years.
"We are extremely excited to add to GlobeSpan these intellectual
property assets and 40 experienced DSL engineers from PairGain, stated Armando
Geday, GlobeSpan's president and CEO. This opportunity to add to our core
competencies and talent resources will enhance our ability to extend our market
share lead, advance our product development and accelerate our time to market,"
added Geday.
"We are very proud of the past accomplishments of our microelectronics
team and believe that the group will contribute significantly to GlobeSpan and
towards the ongoing evolution of the DSL marketplace, said Mike Pascoe,
PairGain's president and CEO. This move reinforces our focus towards the sales
and support of system-level products, including Avidia, the industry leading DSL
access switch. Our agreement with GlobeSpan allows us to continue to leverage
the skills of the micro team without the costs associated with intensive ongoing
development," he added.
ABOUT GLOBESPAN
GlobeSpan, Inc. is a leading worldwide developer of advanced DSL
chipsets, which enable data transmission over the existing network of copper
telephone wires, known as the local loop, at rates over 100 times faster than
today's commonly deployed 56K modems. To date, the company has shipped more than
<PAGE>
one million DSL chipsets, representing a significant share of this emerging
market, to a customer base of more than 100 DSL equipment manufacturers.
GlobeSpan, Inc. is based at 100 Schulz Drive, Red Bank, New Jersey 07701 and can
be reached by phone at + 1-732-345-7500. The company's web site is
WWW.GLOBESPAN.NET. GlobeSpan is a trademark of GlobeSpan, Inc.
ABOUT PAIRGAIN TECHNOLOGIES, INC.
PairGain is the leader in the design, manufacture and sale of DSL
networking systems. Service providers and private network operators worldwide
use PairGain's products to deploy DSL-based services such as high-speed Internet
and remote LAN access.
For more than 10 years, PairGain has been recognized as a technology
leader and industry innovator of telecommunications equipment. The company
offers the widest range of DSL-based systems available.
Product lines include HiGain Solitaire (TM) HDSL2 solutions, HiGain
(R) T1/E1 access systems, PG-Flex Plus (TM), PG-Flex (R) and PG-Plus (R)
subscriber carrier systems, the Avidia (R) System, Megabit Modems (R) and
Campus-HRS (TM) DSL access products. Well over 1.7 million PairGain DSL modes
are installed in more than 70 countries.
Additional information about the company is available on the Internet
at WWW.PAIRGAIN.COM.
# # #
Except for the historical information contained herein, the matters
discussed in this press release are forward-looking statements within the
meaning of the safe-harbor provisions of the Private Securities Litigation
<PAGE>
Reform Act of 1995. These forward-looking statements are subject to risks and
uncertainties that may cause actual results to differ materially, including but
not limited to economic, competitive, governmental and technological factors
affecting both GlobeSpan's and PairGain Technologies' operations, markets,
services and related products, prices and other factors discussed in GlobeSpan's
recent prospectus and other periodic filing with the Securities and Exchange
Commission and PairGain's periodic filings with the Securities and Exchange
Commission.
