REDBACK NETWORKS INC
8-K, 2000-03-20
BUSINESS SERVICES, NEC
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<PAGE>   1

                                  UNITED STATES

                       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):    March 8, 2000
                                                  ------------------------------


                              REDBACK NETWORKS INC.
- --------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

<TABLE>
<S>                                  <C>                     <C>
          Delaware                    000-25853                 77-0438443
- --------------------------------------------------------------------------------
(State or Other Jurisdiction         (Commission               (IRS Employer
     of Incorporation)               File Number)            Identification No.)


1389 Moffett Park Drive, Sunnyvale, California                     94089
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                         (Zip Code)
</TABLE>


Company's telephone number, including area code:  (408) 548-3500
                                                 -------------------------------



- --------------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report.)

<PAGE>   2

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.

     On March 8, 2000, Redback Networks Inc., a Delaware corporation ("Redback")
and Siara Systems, Inc., a Delaware corporation ("Siara") announced the
completion of their previously announced merger (the "Merger"). The Merger was
accomplished pursuant to the Merger Agreement and Plan of Reorganization (the
"Merger Agreement") dated November 28, 1999. Stockholders of both companies
approved the Merger at the companies' respective special meetings convened on
March 8, 2000, and the satisfaction of certain other closing conditions were
completed on that date. The business of both Redback and Siara will now be
operated under the name "Redback Networks Inc."

     As a result of the Merger, Redback became the owner of all of the issued
and outstanding shares of Siara common stock, and each outstanding share of
Siara common stock was converted to the right to receive 1.1901347 shares of
Redback's common stock. The holders of capital stock of Siara are entitled to
receive an aggregate of 31,341,986 shares of common stock of Redback,
representing approximately 38% of Redback's total common stock (including
options, warrants and other purchase rights exercisable for such common stock)
outstanding. The shares issued to Siara stockholders are being issued pursuant
to Redback's Registration Statement on Form S-4 (File No. 333-95947) (the
"Registration Statement"), initially filed with the Securities and Exchange
Commission (the "Commission") on February 2, 2000, as amended. The additional
information required by this Item was previously reported in the Registration
Statement.

     Further details regarding this merger are contained in Redback's press
release dated March 8, 2000, attached as an exhibit hereto and incorporated by
reference herein.

<PAGE>   3

ITEM 5. OTHER EVENTS

     The Board of Directors of Redback has approved a two-for-one stock split of
Redback's outstanding shares of common stock. The stock split will be in the
form of a stock dividend and will entitle each stockholder of record at the
close of business on March 20, 2000 to receive one share of Redback common stock
for every outstanding share of common stock held on the record date. The stock
dividends resulting from the split are expected to be distributed by the
transfer agent on April 3, 2000. Redback's common stock will begin trading on a
split adjusted basis on April 4, 2000.

     Further details regarding this stock split are contained in Redback's press
release dated March 8, 2000, attached as an exhibit hereto and incorporated by
reference herein.

<PAGE>   4

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

     (a)  Financial Statements of Business Acquired.

          The information required by this Item was previously reported in the
          Registration Statement on Form S-4 dated February 2, 2000, as amended.

     (b)  Pro Forma Financial Information.

          The information required by this Item was previously reported in the
          Registration Statement on Form S-4 dated February 2, 2000, as amended.

     (c)  Exhibits.

<TABLE>
<CAPTION>
          Exhibit        Description
          -------        -----------
<S>                      <C>
            2.1*         Merger Agreement and Plan of Reorganization dated
                         November 28, 1999.

            2.2          Certificate of Merger by and between Redback Networks Inc.
                         and Siara Systems, Inc. dated March 8, 2000.

           99.1          Press release dated March 8, 2000.
</TABLE>

          -------------
          *    Incorporated by reference to exhibit 2.1 of Redback's
               Registration Statement on Form S-4 (File No. 333-95947) initially
               filed with the Securities and Exchange Commission on February 2,
               2000, as amended.

<PAGE>   5

                                   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.



                                        REDBACK NETWORKS INC.



Date: March 20, 2000                    By: /s/ Craig Gentner
                                           -------------------------------------
                                           Craig Gentner
                                           Chief Financial Officer and
                                           Corporate Secretary

<PAGE>   6

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit        Description
- -------        -----------
<S>                      <C>
  2.1*         Merger Agreement and Plan of Reorganization dated
               November 28, 1999.

  2.2          Certificate of Merger by and between Redback Networks Inc.
               and Siara Systems, Inc. dated March 8, 2000.

  99.1          Press release dated March 8, 2000.
</TABLE>

          -------------
          *    Incorporated by reference to exhibit 2.1 of Redback's
               Registration Statement on Form S-4 (File No. 333-95947) initially
               filed with the Securities and Exchange Commission on February 2,
               2000, as amended.


<PAGE>   1
                                                                     EXHIBIT 2.2

                              CERTIFICATE OF MERGER

                                       OF

                               SIARA SYSTEMS, INC.
                            (A DELAWARE CORPORATION)

                                      INTO

                              REDBACK NETWORKS INC.
                            (A DELAWARE CORPORATION)


UNDER SECTION 251 OF THE DELAWARE GENERAL CORPORATION LAW

     1.   The undersigned corporation hereby certifies that:

     FIRST: The constituent corporations of the merger are SIARA SYSTEMS, INC.,
a Delaware corporation, and REDBACK NETWORKS INC., a Delaware corporation.

     SECOND: A Merger Agreement and Plan of Reorganization between the
constituent corporations has been approved, adopted, certified, executed and
acknowledged by each of the constituent corporations in accordance with Section
251 of the General Corporation Law of the State of Delaware.

     THIRD: The name of the surviving corporation of the merger is REDBACK
NETWORKS INC.

     FOURTH: Certificate of Incorporation of the Surviving Corporation shall be
it's Certificate of Incorporation.

     FIFTH: The executed Merger Agreement and Plan of Reorganization is on file
at the surviving corporation's office. The address of said office is 1389
Moffett Park Drive, Sunnyvale, California 94089.

     SIXTH: A copy of the Merger Agreement and Plan of Reorganization will be
furnished by the surviving corporation on request and without cost to any
stockholder of any constituent corporation.

     2.   This Certificate of Merger shall be effective on March 8, 2000.

<PAGE>   2

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Merger
on March 8, 2000.


                                        REDBACK NETWORKS INC.
                                        a Delaware corporation


                                        By: /s/ Dennis Barsema
                                           -------------------------------------

                                        Name: Dennis Barsema
                                             -----------------------------------

                                        Its: Chief Executive Officer
                                            ------------------------------------

<PAGE>   1
                                                                    EXHIBIT 99.1

                                     Page 1

Press Release


Contact: Craig M. Gentner                               Anne Smith
         Chief Financial Officer                        Public Relations Manager
         Redback Networks                               Redback Networks
         (408) 543-2100                                 (408) 543-2100
         [email protected]                 [email protected]


            REDBACK NETWORKS INC. completes merger with siara systems
                      and announces TWO-FOR-ONE STOCK SPLIT

SUNNYVALE, Calif., March 8, 2000 - Redback Networks, Inc., (NASDAQ: RBAK), a
leading provider of advanced networking solutions, today announced that it has
completed its merger with Siara Systems of Mountain View, California, in a
transaction valued at $4.3 billion.

The merged company retains the name of Redback Networks, and global headquarters
remain in Northern California. The company will retain Siara's Vancouver,
B.C.-based software development facility as a second research and development
center.

Dennis Barsema will remain chief executive officer of Redback, while Vivek
Ragavan will become the Company's president and chief operating officer. Craig
Gentner continues as Redback's senior vice president of finance and chief
financial officer.

The Company also announced that its Board of Directors has approved a
two-for-one split of the Company's outstanding shares of common stock. The stock
split will be effected in the form of a stock dividend and will entitle each
stockholder of record at the close of business on March 20, 2000 to receive one
share for every outstanding share of common stock held on the record date. The
stock dividend will be distributed on April 3, 2000. Redback Networks Common
Stock will begin trading on a split-adjusted basis on April 4, 2000.

<PAGE>   2

                                     Page 2


About Redback Networks, Inc.
Founded in 1996 and headquartered in Sunnyvale, Calif., Redback Networks, Inc.,
is a leading provider of advanced networking solutions that enable carriers,
cable operators, and service providers to rapidly deploy broadband access and
services. The company's market-leading Subscriber Management Systems(TM) (SMSs)
connect and manage large numbers of subscribers using any of the major broadband
access technologies such as Digital Subscriber Line (DSL), cable, and wireless.
To deliver integrated transport solutions for metropolitan optical networks,
Redback's SmartEdge(TM) multi-service platforms leverage powerful advances in
application-specific integrated circuit (ASIC), IP, and optical technology. With
this product portfolio, Redback Networks is the first equipment supplier focused
exclusively on developing integrated solutions for the New Access Network.

                                      # # #

Redback, Subscriber Management System, and SmartEdge are trademarks of Redback
Networks, Inc. Other trademarks, service marks, and trade names belong to their
respective owners.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

The statements contained in this press release that are not purely historical
are forward-looking statements within the meaning of Section 21E of the
Securities and Exchange Act of 1934, as amended, including statements regarding
Redback Networks' expectations, beliefs, intentions or strategies regarding the
future. All forward-looking statements included in this document are based upon
information available to Redback Networks as of the date hereof, and Redback
Networks assumes no obligation to update any such forward-looking statements.
Forward-looking statements involve risks and uncertainties, which could cause
actual results to differ materially from those projected. These and other risks
relating to Redback Networks' business are set forth in the documents filed by
Redback Networks with the Securities and Exchange Commission, specifically the
most recent report on Form 10-K, and the other reports filed from time to time
with the Securities and Exchange Commission.


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