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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): June 14, 2000
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Red Hat, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-26281 06-1364380
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
2600 Meridian Parkway
Durham, North Carolina 27713
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 919-547-0012
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Item 5. Other Events
On June 14, 2000, Red Hat, Inc. ("Red Hat") and WireSpeed
Communications Corporation, a privately held Alabama corporation ("WireSpeed"),
announced that they had entered into a Stock Purchase Agreement, dated as of
June 13, 2000 (the "Purchase Agreement"), by and among Red Hat, WireSpeed, the
shareholders of WireSpeed, and Andrew Bailey, as securityholder agent. In the
transaction contemplated by the Purchase Agreement (the "Acquisition"), a
subsidiary of Red Hat will acquire all of the issued and outstanding shares of
WireSpeed capital stock and assume any outstanding options to purchase WireSpeed
capital stock.
Pursuant to the Purchase Agreement, Red Hat will acquire 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 $49,500,000. A portion of the base consideration shares
will be reserved for issuance upon exercise of assumed WireSpeed options. Ten
percent of the base consideration shares will be placed in escrow to secure
certain indemnification obligations of the WireSpeed shareholders under the
Purchase Agreement.
Red Hat will account for the Acquisition using the purchase method of
accounting. The Acquisition is subject to certain customary conditions to
closing.
Red Hat's press release announcing the Acquisition is filed as Exhibit
99 to this report.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
Exhibit No. Description
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99 Press release of Red Hat, Inc., dated June 14, 2000
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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Name: Mark H. Webbink
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Title: General Counsel
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Dated: June 26, 2000
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EXHIBIT INDEX
Exhibit No. Description
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99 Press release of Red Hat, Inc., dated June 14, 2000
