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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 16, 2000
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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ITEM 5. OTHER EVENTS
On May 16, 2000, GlobeSpan, Inc., a Delaware corporation
("GlobeSpan"), announced that it had entered into a definitive
agreement to acquire iCompression, Inc., a California corporation
("iCompression"), pursuant to an agreement and plan of reorganization,
dated May 16, 2000 (the "Agreement"), among GlobeSpan, Indigo
Acquisition Corp. (a wholly owned subsidiary of GlobeSpan) and
iCompression. In the transaction, GlobeSpan will issue to iCompression
stockholders approximately 4.0 million shares of GlobeSpan's common
stock.
The consummation of the transaction is subject to various
conditions precedent, including (i) approval of the Agreement by the
stockholders of iCompression, (ii) expiration or early termination of
the waiting period required under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and (iii) approval of the
California Commissioner of Corporations and the issuance by the
Commissioner of a permit authorizing the transaction after a fairness
hearing to be conducted in accordance with Section 3(a)(10) of the
Securities Act of 1933, as amended.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
Exhibit
No. Description
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99.1 Press Release issued by GlobeSpan on May 16, 2000.
1
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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: May 17, 2000
2
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EXHIBIT INDEX
Exhibit
No. Description
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99.1 Press Release issued by GlobeSpan on May 16, 2000.
3
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Exhibit 99.1
NEWS RELEASE
Press Contact: Bob McMullan
Chief Financial Officer
GlobeSpan, Inc.
+ 1-732-345-7558
GlobeSpan to Acquire iCompression, Inc.
Acquisition further enhances GlobeSpan's position to deliver Voice over
Packet (VoP) Solutions
Red Bank, New Jersey - May 16, 2000 - GlobeSpan, Inc., (Nasdaq: GSPN), a leading
provider of integrated circuit, software, and system designs for digital
subscriber line (DSL) applications, today announced that it has signed a
definitive agreement to acquire iCompression, Inc., a leading developer of
advanced technology for voice, video and data applications for broadband
infrastructure including Voice over Packet, based in Santa Clara, CA.
iCompression has developed a unique application-specific programmable processor
architecture that is targeted at high-compute, high-aggregation, data set
intensive algorithms. This expertise enables iCompression to break density and
performance barriers, allowing the development of new products offering
unprecedented functionality.
Using patented techniques and a system level design methodology iCompression's
system-on-a chip solutions achieve much higher system performance than existing
industry solutions by combining dedicated cores for hardware acceleration along
with customizable programmable digital signal processors (DSPs). This allows
iCompression to address multiple markets by re-targeting the technology for each
new product.
iCompression is currently focused on the exploding Voice over Packet market for
which it is developing best in class solutions including silicon, firmware,
software drivers and reference designs that will dramatically reduce customers
time to market while enabling unprecedented functionality and channel density.
iCompression's expert resources, DSP and algorithm capabilities will further
enable GlobeSpan to achieve highly integrated solutions for voice, video and
data applications for the DSL equipment vendors.
"iCompression's resources and capabilities will strengthen our ability to
execute on our strategy to expand our product offering to DSL equipment
manufacturers," said Armando Geday, GlobeSpan's President and CEO. "This
strategic merger allows us to accelerate our development with fully integrated
system-on-a-chip product for the VoDSL and VoIP markets."
"We are pleased to join GlobeSpan," said Neal Margulis, iCompression's CEO, "We
will augment their capabilities with advanced technologies, resources and
products that can further enhance their market leading offerings."
GlobeSpan will exchange approximately 4.0 million shares of its common stock and
plans to retain all of iCompressions' 55 employees. The transaction is expected
to close in the second quarter.
About GlobeSpan
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GlobeSpan, Inc. is a leading provider of integrated circuit, software, and
system designs for digital subscriber line (DSL) applications which enable
high-speed data transmission over existing copper wire telephone lines at rates
over 100 times faster than today's 56 Kilobit modems. Both Cahners-Instat and
Dataquest have ranked GlobeSpan number one in DSL chipset shipments.
GlobeSpan leverages seven years of field experience implementing DSL technology
to deliver high performance, cost effective DSL chipset and software solutions
to DSL equipment manufacturers worldwide. The company's core engineering team
includes individuals who were early developers of DSL technology at AT&T Bell
Labs, in addition to experts in VLSI design, communications algorithms, IP
routing and switching, ATM protocols, and Voice over DSL system software. These
core competencies enable GlobeSpan to deliver complete DSL system solutions.
GlobeSpan offers a broad suite of standards based integrated DSL chipset
solutions for ADSL, SDSL, SHDSL, HDSL, and HDSL2 applications utilizing DMT,
2B1Q, PAM, and CAP line codes. To date, the company has shipped millions of DSL
chipsets to a customer base of more than 100 DSL equipment manufacturers
globally, representing a considerable share of this emerging market.
GlobeSpan, Inc. is based at 100 Schulz Drive, Red Bank, New Jersey 07701 and
can be reached at: +1-732-345-7500 or at www.globespan.net.
This press release contains forward-looking information within the meaning of
Section 21E of the Securities Exchange Act of 1934, and is subject to the safe
harbors created by this section. These forward-looking statements concern, among
other things, the future market for DSL chip sets. The matters discussed in this
news release involve risks and uncertainties described from time to time in the
company's filings with the Securities and Exchange Commission, particularly in
the Risk Factors section relating to the rapid changes in the DSL market,
competition and limited protection of the company's intellectual property set
forth in the company's most recent Annual Report on Form 10-K. The company
assumes no obligation to update the forward-looking information contained in
this press release.
