SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K/A - 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) April 27, 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 Schulz 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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This Form 8-K is filed also as Amendment No. 1 to Form 8-K filed on
May 12, 2000 by GlobeSpan, Inc. ("GlobeSpan"), which relates to the merger (the
"T.sqware Merger") of Needles Acquisition Corp. with and into T.sqware, Inc.
("T.sqware") on April 27, 2000, in order to include certain financial statements
for T.sqware.
Item 2. Acquisition or Disposition of Assets
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Acquisition of the Outstanding Stock of iCompression, Inc.
On June 30, 2000, pursuant to an Amended and Restated Agreement and
Plan of Reorganization (the "Merger Agreement"), dated as of June 13,
2000, amending and restating the Agreement and Plan of Reorganization,
dated as of May 16, 2000, among GlobeSpan, Indigo Acquisition Corp. (a
wholly owned subsidiary of GlobeSpan) and iCompression, Inc.
("iCompression"), Indigo Acquisition Corp. was merged with and into
iCompression (the "iCompression Merger"). iCompression was the surviving
corporation in the iCompression Merger. On the closing date, GlobeSpan
issued an aggregate of 4,043,000 shares of its common stock to the
shareholders of iCompression.
The foregoing description of the iCompression Merger is qualified
in its entirety by reference to the Merger Agreement, included as
Exhibit 2.1 and incorporated herein by reference and the press
release issued by GlobeSpan on July 5, 2000 announcing the consummation
of the iCompression Merger, a copy of which is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits
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(a) Financial statements of business acquired.
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1. The required financial statements for the iCompression Merger are
included on pages F-59 through F-71 of GlobeSpan's Prospectus
forming a part of Amendment No. 1 to its Registration Statement on
Form S-3 (File Number 333-40782), included as Exhibit 99.2 and
incorporated herein by reference.
2. The required financial statements for the T.sqware Merger which is
described in GlobeSpan's Form 8-K filed on May 1, 2000 are included
on pages F-39 through F-58 of GlobeSpan's Prospectus forming a part
of Amendment No. 1 to its Registration Statement on Form S-3 (File
Number 333-40782), included as Exhibit 99.2 and incorporated
herein by reference.
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(b) Pro forma financial information.
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1. The required pro forma financial information for the iCompression
Merger is included on pages 25 through 32 of GlobeSpan's Prospectus
forming a part of Amendment No. 1 to its Registration Statement on
Form S-3 (File Number 333-40782), included as Exhibit 99.2 and
incorporated herein by reference.
2. The required pro forma financial information for the T.sqware Merger
is included on pages 25 through 32 of GlobeSpan's Prospectus forming
a part of Amendment No. 1 to its Registration Statement on Form S-3
(File Number 333-40782), included as Exhibit 99.2 and incorporated
herein by reference.
(c) Exhibits.
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Exhibit Description
No. -----------
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2.1. Amended and Restated Agreement and Plan of
Reorganization, dated as of June 13, 2000, among
GlobeSpan, Inc., Indigo Acquisition Corp. and
iCompression, Inc. (incorporated by reference to
Exhibit 2.4 to Amendment No. 1 to GlobeSpan, Inc.'s
Registration Statement on Form S-3 (File Number
333-40782) filed with the Securities and Exchange
Commission on July 7, 2000).
99.1 Press release issued by Globespan, Inc. on July 5,
2000.
99.2 GlobeSpan, Inc.'s Prospectus (incorporated by reference
to the Prospectus forming a part of Amendment No. 1 to
GlobeSpan, Inc.'s Registration Statement on Form S-3
(File Number 333-40782) filed with the Securities and
Exchange Commission on July 7, 2000).
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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
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Name: Robert McMullan
Title: Chief Financial Officer, Vice
President and Treasurer
Date: July 14, 2000
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EXHIBIT INDEX
Exhibit Description
No. -----------
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2.1. Amended and Restated Agreement and Plan of
Reorganization, dated as of June 13, 2000, among
GlobeSpan, Inc., Indigo Acquisition Corp. and
iCompression, Inc. (incorporated by reference to
Exhibit 2.4 to Amendment No. 1 to GlobeSpan, Inc.'s
Registration Statement on Form S-3 (File Number
333-40782) filed with the Securities and Exchange
Commission on July 7, 2000).
99.1 Press release issued by Globespan, Inc. on July 5,
2000.
99.2 GlobeSpan, Inc.'s Prospectus (incorporated by reference
to the Prospectus forming a part of Amendment No. 1 to
GlobeSpan, Inc.'s Registration Statement on Form S-3
(File Number 333-40782) filed with the Securities and
Exchange Commission on July 7, 2000).
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