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UNITED STATES
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: October 13, 2000
REDBACK NETWORKS INC.
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(Exact Name of Registrant as Specified in its Charter)
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Delaware 000-25853 77-0438443
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(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Identification
Incorporation) Number)
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1195 Borregas Avenue
Sunnyvale, CA 94089
(408) 571-5000
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(Addresses, including zip code, and telephone numbers, including area code, of
principal executive offices)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On September 28, 2000, Redback Networks Inc., a Delaware corporation
("Redback") completed its previously announced acquisition of Abatis Systems
("Abatis") of Vancouver, Canada (the "Acquisition"). The Acquisition was
accomplished pursuant to the Arrangement Agreement (the "Arrangement Agreement")
dated July 30, 2000. Shareholders and optionholders of Abatis approved the
Acquisition at its special meeting convened on September 13, 2000, and the
satisfaction of certain other closing conditions were completed on September 28,
2000.
In connection with the Acquisition, Redback issued an aggregate of 1,633,178
shares of its Common Stock and reserved an additional 1,162,188 shares of its
Common Stock for issuance
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upon exercise of outstanding employee stock options of Abatis, and a Canadian
subsidiary of Redback ("Exchangeco") issued an aggregate of 2,440,526
Exchangeable Shares. Exchangeable Shares may in turn be exchanged at the
holder's request for shares of Redback Common Stock on a one-for-one basis.
Existing Canadian shareholders of Abatis were offered the election to receive
Redback Common Stock or Exchangeable Shares of Exchangeco. The share issuances,
at the time of closing, were exempt from registration pursuant to section
3(a)(10) of the Securities Act of 1933, as amended. Portions of the shares
issued in each transaction will be held in escrow pursuant to the terms of the
Arrangement Agreement.
Upon the closing, Abatis became Redback Networks Systems Canada, Inc.,
a wholly-owned subsidiary of Redback. It will continue to be headquartered in
the Vancouver, B.C., area.
Further details regarding this merger are contained in the Company's
press release dated October 3, 2000, attached as an exhibit hereto and
incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not Applicable
(b) Not Applicable
(c) EXHIBITS.
EXHIBIT DESCRIPTION
2.1 Arrangement Agreement dated as of July 30, 2000.
99.1 Press release dated October 3, 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.
REDBACK NETWORKS INC.
DATE: October 13, 2000 By: /S/ CRAIG GENTNER
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Craig Gentner
Senior Vice President of Finance,
Chief Financial Officer and
Corporate Secretary (PRINCIPAL
FINANCIAL OFFICER)
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INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
2.1 Arrangement Agreement dated as of July 30, 2000.
99.1 Press Release dated October 3, 2000
