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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): July 27, 2000
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RED HAT, INC.
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(Exact Name of Registrant as Specified in Charter)
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DELAWARE 000-26281 06-1364380
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
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2600 MERIDIAN PARKWAY
DURHAM, NORTH CAROLINA 27713
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code: 919-547-0012
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Item 2. Acquisition or Disposition of Assets
On July 27, 2000, Red Hat, Inc. ("Red Hat") completed its acquisition
of WireSpeed Communications Corporation, a privately held Alabama corporation
("WireSpeed"). The transaction was consummated pursuant to a Stock Purchase
Agreement, dated as of June 13, 2000 and amended as of July 27, 2000 (the
"Purchase Agreement"), by and among Red Hat, WireSpeed, the shareholders of
WireSpeed, and Andrew Bailey, as securityholder agent. In the transaction, a
wholly-owned, third tier subsidiary of Red Hat acquired all of the issued and
outstanding shares of WireSpeed capital stock and Red Hat assumed all
outstanding options to purchase WireSpeed capital stock.
Pursuant to the Purchase Agreement, Red Hat acquired WireSpeed for: (i)
base consideration comprised of (A) 1,531,232 shares of Red Hat common stock,
and (B) $10,000 in cash, and (ii) additional consideration, contingent upon the
achievement by WireSpeed of certain financial performance goals through February
28, 2002, payable in shares of Red Hat common stock having a market value at the
time of payment of up to $49.5 million.
The acquisition of WireSpeed was structured as a taxable transaction
for the shareholders of WireSpeed, with the parties making applicable elections
under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended. Red
Hat will account for the transaction under the purchase method of accounting.
The terms of the transaction are more fully described in the Stock
Purchase Agreement and the amendment thereto filed as Exhibits 2.1 and 2.2 to
this report and incorporated herein by this reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
The following historical financial statements of WireSpeed, together
with the report thereon signed by PricewaterhouseCoopers LLP, will be filed by
an amendment to this report on or before October 9, 2000:
1. Balance Sheet at December 31, 1999;
2. Statement of Operations for the year ended December 31, 1999;
3. Statements of Changes in Stockholders Deficit for the year
ended December 31, 1999;
4. Statement of Cash Flows for the for the year ended
December 31, 1999; and
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5. Notes to Financial Statements.
(b) Pro Forma Financial Information
The pro forma balance sheet of Red Hat as of February 29, 2000 and May
31, 2000, and the related pro forma statements of operations for the fiscal year
ended February 29, 2000 and the three month period ended May 31, 2000 which will
reflect the acquisition of WireSpeed as if it had occurred on March 1, 1999 and
March 1, 2000 respectively, will be filed by an amendment to this report on or
before October 9, 2000.
(c) Exhibits
Exhibit No. Description
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2.1 Stock Purchase Agreement, dated June 13, 2000, by and
among Red Hat, WireSpeed, the stockholders of
WireSpeed and Andrew Bailey, as Securityholder Agent
2.2 Amendment to Stock Purchase Agreement, dated July 27,
2000, by and among Red Hat, WireSpeed, the
stockholders of WireSpeed and Andrew Bailey, as
Securityholder Agent
99.1 WireSpeed Historical Financial Statements*
99.2 Pro Forma Financial Statements*
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* To be filed by amendment.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this current report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.
RED HAT, INC.
By: /s/ Mark H. Webbink
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Mark H. Webbink
General Counsel
Dated: August 11, 2000
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