<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report: July 17, 2000
(Date of Earliest Event Reported)
Alteon WebSystems, Inc.
(Exact name of registrant as specified in its charter)
Delaware 000-27247 77-0429769
(State of jurisdiction) (Commission File No.) (IRS Employer
Identification No.)
50 Great Oaks Boulevard
San Jose, CA 95119
(Address of principal executive offices and zip code)
(408) 360-5500
Registrant's telephone number, including area code:
1
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
On August 1, 2000, Alteon WebSystems, Inc. filed a Form 8-K to report
its acquisition of Pharsalia Technologies, Inc., which was completed on July 17,
2000. Pursuant to Item 7 of Form 8-K, Alteon indicated that it would file
certain financial information no later than the date required by Item 7 of Form
8-K. This Amendment No. 1 is filed to provide the required financial
information.
(a) Financial Statements of Business Acquired
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Pharsalia Technologies, Inc.
We have audited the accompanying balance sheet of Pharsalia
Technologies, Inc. as of December 31, 1999, and the related consolidated
statements of operations, shareholders' equity and cash flows for the period
December 3, 1999 (date of inception) to December 31, 1999. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Pharsalia
Technologies, Inc. as of December 31, 1999, and the results of its operations
and cash flows for the period December 3, 1999 (date of inception) to December
31, 1999, in conformity with generally accepted accounting principles.
/s/ GRANT THORNTON LLP
Atlanta, Georgia
August 8, 2000
2
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Pharsalia Technologies, Inc.
(A Development Stage Company)
BALANCE SHEET
December 31, 1999
ASSETS
CURRENT ASSETS
Cash $1,988,978
Prepaid expenses 3,800
----------
Total current assets 1,992,778
EQUIPMENT (Note A-4)
Computer equipment 14,692
OTHER ASSETS
Deposits 7,600
Loan costs (Note C) 21,792
----------
29,392
----------
$2,036,862
==========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 42,248
----------
Total current liabilities 42,248
CONVERTIBLE NOTE PAYABLE (Note C) 2,000,657
SHAREHOLDERS' EQUITY (Notes B and F-2)
Common stock, net of stock subscription receivable 20
Accumulated deficit (6,063)
----------
(6,043)
----------
$2,036,862
==========
The accompanying notes are an integral part of this statement.
3
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Pharsalia Technologies, Inc.
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the period December 3, 1999 (date of inception)
to December 31, 1999
Operating expenses
Travel related $ 5,004
Other general and administrative expenses 771
-------
5,775
-------
Operating loss (5,775)
Other income (expense)
Interest income 369
Interest expense (657)
-------
(288)
-------
NET LOSS $(6,063)
=======
The accompanying notes are an integral part of this statement.
4
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Pharsalia Technologies, Inc.
(A Development Stage Company)
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
For the period December 3, 1999 (date of inception)
to December 31, 1999
<TABLE>
<CAPTION>
Common Stock Stock
----------------------- subscription Accumulated
Shares Par Value receivable deficit Total
------------ --------- ------------- ------------ --------
<S> <C> <C> <C> <C> <C>
Initial issuance of no-par shares 235,000 $24 $(4) $ - $ 20
Net loss for the period - - - (6,063) (6,063)
------------ --------- ------------ ----------- -------
Balance, December 31, 1999 235,000 $24 $(4) $(6,063) $(6,043)
============ ========= ============ =========== =======
</TABLE>
The accompanying notes are an integral part of this statement.
5
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Pharsalia Technologies, Inc.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the period December 3, 1999 (date of inception)
to December 31, 1999
Increase in Cash
OPERATING ACTIVITIES
Net loss $ (6,063)
Adjustments to reconcile net loss
to net cash provided by operating activities:
Changes in assets and liabilities:
Prepaid expenses and deposits (11,400)
Accounts payable 42,248
Accrued interest expense 657
----------
Net cash provided by operating activities 25,442
INVESTING ACTIVITIES
Purchase of equipment (14,692)
----------
Net cash used in investing activities (14,692)
FINANCING ACTIVITIES
Proceeds from issuance of capital stock 20
Proceeds from convertible note payable, net of costs 1,978,208
----------
Net cash provided by financing activities 1,978,228
----------
Net increase in cash 1,988,978
Cash, beginning of period -
----------
Cash, end of period $1,988,978
==========
The accompanying notes are an integral part of this statement.
6
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Pharsalia Technologies, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
NOTE A - SUMMARY OF ACCOUNTING POLICIES
A summary of the significant accounting policies consistently applied in the
preparation of the accompanying consolidated financial statements follows.
1. Formation of Company and Nature of Business
-------------------------------------------
Pharsalia Technologies, Inc. ("the Company") was formed as Pharsalia
Technologies, LLC on December 3, 1999, and converted to its current status as a
corporation on December 28, 1999. The Company is an emerging company
developing network infrastructure products for the internet market.
On July 17, 2000, the Company was acquired by Alteon Web Systems, Inc. (see
Note F-1).
2. Cash Equivalents and Cash Balances
----------------------------------
For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments purchased with original maturities of three months or
less to be cash equivalents.
4. Equipment and Depreciation
--------------------------
Depreciation and amortization is provided for in amounts sufficient to relate
the cost of depreciable assets to operations over their estimated service
lives. Depreciation of equipment is calculated using the straight-line method
over estimated useful lives of 3 - 5 years. Equipment use was minimal during
1999 and no depreciation expense was recognized.
5. Use of Estimates
----------------
In preparing the Company's financial statements, management is required to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of
the financial statements, and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
7
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Pharsalia Technologies, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS - Continued
December 31, 1999
NOTE B - CAPITAL STOCK
The Company has authorized 90,000,000 shares of $0.0001 par value common stock
and 10,000,000 shares of $0.0001 par value preferred stock. The Board of
Directors is authorized, without stockholder approval, to designate terms and
rights and issue series of preferred shares at its discretion. At December 31,
1999, the Company had issued 200,000 shares of common stock and held a
subscription for 35,000 shares of common stock, all at par value.
NOTE C - CONVERTIBLE NOTE PAYABLE
On December 30, 1999, the Company issued a 6% convertible promissory note (the
"Note") for $2,000,000. Accrued interest at December 31, 1999, was $657.
Costs related to obtaining the loan have been capitalized and will be expensed
over the life of the loan.
The Note and accrued interest was converted into 303 shares of Series A
Preferred Stock on March 31, 2000 (see Note F-2).
NOTE D - LEASE COMMITMENT
The Company leases office facilities under an operating lease which calls for
monthly payments of approximately $10,951 per month, including fees for
furniture and utilities. The lease expires in July, 2001. Minimum lease
payments under this agreement will be approximately $87,000 in 2000 and $77,000
in 2001.
NOTE E - INCOME TAXES
The Company accounts for income taxes on the liability method, as provided by
Statement of Financial Accounting Standards 109, Accounting for Income Taxes
(SFAS 109). At December 31, 1999, the Company had insignificant net operating
loss carryforwards which have been fully offset by a valuation allowance as the
assets do not meet the criteria that it is more likely than not they will be
realized. Therefore no tax benefit is realized in the statement of operations.
8
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Pharsalia Technologies, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS - Continued
December 31, 1999
NOTE F - SUBSEQUENT EVENTS
1. Change in Ownership
-------------------
On December 30, 1999, the Company entered into a Memorandum of Understanding
("MOU") with Alteon WebSystems, Inc. ("Alteon") whereby Alteon loaned the
Company $2,000,000 under a convertible promissory note (see Note D) and the
Company agreed to develop certain software products for Alteon. The MOU
included a provision for the Company, its shareholders and Alteon to use their
best efforts to develop an Exchange Agreement providing for the common
shareholders of the Company to exchange their stock for shares of Alteon. On
March 31, 2000, the parties executed an Exchange Agreement at which time the
promissory note was converted to 303 shares of Series A Preferred Stock (see
Note F-2) and Alteon paid an additional $1,000,000 of capital into the Company.
On July 17, 2000, Alteon acquired all of the outstanding stock of the Company.
In connection with acquisition of the Company, Alteon agreed to purchase
additional Preferred Shares for $1,000,000 upon request. Alteon will evaluate
further funding requests when they are made.
2. Series A Preferred Stock
------------------------
On March 30, 2000, the Board of Directors issued a Certificate of Designation
for Series A Preferred Stock. The Series A shares have a stated value of
$10,000 per share; are nonvoting; have a cumulative 6% dividend, payable only
when and if declared; and are redeemable at the option of the Company at any
time after November 1, 2000, at the stated value plus declared and unpaid
dividends. As long as any shares of Series A Preferred Stock are outstanding,
the Company may not pay or declare dividends on any other stock of the Company,
or purchase or redeem any other stock of the Company until all dividends on the
Series A Preferred Stock have been paid or declared and set apart. On March
31, 2000, a $2,000,000 convertible promissory note (see Note C) was converted
into 303 shares of Series A Preferred Stock.
3. Software License Agreement
--------------------------
In January, 2000, the Company entered into a non-exclusive, perpetual and
royalty-free license agreement for use and modification of certain software.
The Company will pay a total of $125,000 to the licensee, an employee of the
Company, in four installments of $31,250 during 2000.
9
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Pharsalia Technologies, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS - Continued
December 31, 1999
NOTE F - SUBSEQUENT EVENTS - Continued
4. Stock Option Plan
-- -----------------
Effective July 7, 2000, the Company adopted the 2000 Equity Incentive Plan
("the Plan") and reserved 250,000 shares of common stock for issuance under the
Plan. The Plan provides for the issuance of (i) incentive stock options for
employees; (ii) other stock awards for employees, directors and consultants;
(iii) stock bonus awards; and (iv) stock appreciation rights.
The Company accounts for the Plan under APB Opinion 25 and related
Interpretations. Options currently outstanding become exercisable in one to
four years from the grant date and expire 10 years after the grant date. The
options are exercisable at not less than the market value of the Company's
stock on the date of the grant. Accordingly, no compensation cost has been
recognized for the Plan. As of July 17, 2000, the Company had 231,250 employee
stock options outstanding, all of which were assumed by the purchaser of the
Company's common stock (see Note F-1).
10
<PAGE>
(b) Pro Forma Financial Information
UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
The following unaudited pro forma combined condensed financial statements
give effect to the merger of Pharsalia Technologies, Inc. (Pharsalia) with
Alteon WebSystems, Inc (Alteon), accounted for as a purchase business
combination. The unaudited pro forma condensed combined balance sheet as of June
30, 2000 gives effect to the merger as if it had occurred at June 30, 2000. The
unaudited pro forma condensed combined balance sheet is based on the historical
audited condensed balance sheet of Alteon and the unaudited historical condensed
balance sheet of Pharsalia at that date.
The unaudited pro forma condensed combined statement of operations for the
year ended June 30, 2000 gives effect to the merger as if it had occurred in
December 1999 and is based on the historical results of operations of Alteon
for the year ended June 30, 2000 and the results of operations of Pharsalia for
the period from December 1999 (inception) to June 30, 2000. The following
unaudited pro forma condensed combined financial information, consisting of the
unaudited pro forma condensed combined statement of operations, unaudited pro
forma condensed combined balance sheet and the accompanying notes, should be
read in conjunction with the historical financial statements and related notes
in Alteon's Form 10-K, filed on August 15, 2000.
The unaudited pro forma condensed combined financial information is
presented for illustrative purposes only and is not necessarily indicative of
the future financial position or future results of operations of Alteon after
the merger or the financial position or results of operations of Alteon that
would have actually occurred had the merger been effected as of the dates
described above. The pro forma adjustments are based on the estimated values of
intangible assets acquired.
11
<PAGE>
ALTEON WEBSYSTEMS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
June 30, 2000
(In thousands)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Alteon Pharsalia
Websystems, Technologies, Pro Forma Pro Forma
ASSETS Notes Inc. Inc. Adjustments Combined
----- ---- ---- ----------- --------
Current assets:
Cash and equivalents.................................. $ 154,125 $ 1,614 $ - $ 155,739
Short-term investments................................ 78,863 - 78,863
Accounts receivable (net)............................. 28,733 - 28,733
Inventories........................................... 15,515 - 15,515
Prepaid expenses and other current assets............. 2.4 4,352 - (32) 4,320
--------- ------- --------- ---------
Total current assets.............................. 281,588 1,614 (32) 283,170
Property and equipment, net............................ 17,133 442 17,575
Investments and other assets........................... 2.4 8,304 69 (3,000) 5,373
Intangible assets:
Workforce-in-place (net).............................. 2.1 - - 657 657
Deferred stock compensation (net)..................... 2.1 - - 168,057 168,057
In-process research and development................... 2.1 - - 17,662 17,662
Goodwill (net)........................................ 2.1 - - 52,351 52,351
--------- ------- --------- ---------
Total assets........................................... $ 307,025 $ 2,125 $ 235,695 $ 544,845
========= ======= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable...................................... $ 16,948 $ 39 $ - $ 16,987
Accrued compensation and benefits..................... 8,059 - - 8,059
Other accrued expenses................................ 13,592 - - 13,592
Current portion of note payable to bank............... 815 - - 815
Current portion of capital lease obligations.......... 72 - - 72
Deferred sales, net................................... 5,277 - - 5,277
Income taxes payable.................................. 470 - - 470
--------- ------- --------- ---------
Total current liabilities......................... 45,233 - - 45,272
Note payable to bank................................... 1,427 - - 1,427
Sublease deposits...................................... 93 - - 93
--------- ------- --------- ---------
Total liabilities................................. 46,753 39 - 46,792
Stockholders' equity:
Common stock.......................................... 2.1, 2.2 311,785 1 237,780 549,566
Preferred stock....................................... 2.4 - 3,032 (3,032) -
Notes receivable from stockholders.................... (4,643) - (4,643)
Deferred stock compensation........................... (5,745) - (5,745)
Accumulated deficit................................... 2.3 (41,061) - (41,061)
Deficit accumulated during the development stage...... 2.2 - (947) 947 -
Accumulated other comprehensive loss.................. (64) - (64)
--------- ------- --------- ---------
Total stockholders' equity........................ 260,272 2,086 235,695 498,053
--------- ------- --------- ---------
Total liabilities and stockholders' equity............. $ 307,025 $ 2,125 $ 235,695 $ 544,845
========= ======= ========= =========
</TABLE>
See notes to pro forma condensed combined financial information.
12
<PAGE>
ALTEON WEBSYSTEMS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
Year Ended June 30, 2000
(In thousands, except per share data)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Alteon Pharsalia
WebSystem Technologies Pro Forma Pro Forma
Notes Inc. Inc. Adjustments Combined
----- --- --- ----------- --------
Net sales....................................... $109,582 $ _ $ _ $109,582
Cost of sales................................... 40,083 _ 40,083
-------- ------ ---------- --------
Gross profit.................................... 69,499 _ _ 69,499
Operating expenses:
Sales and marketing............................ 49,291 _ 49,291
Research and development....................... 22,792 833 23,625
General and administrative..................... 7,010 123 7,133
Stock compensation to consultants.............. 7,687 _ 7,687
Amortization of intangibles:
Deferred stock compensation................... 2.3 _ _ 21,007 21,007
Workforce-in-place............................ 2.3 _ _ 82 82
Goodwill...................................... 2.3 _ _ 6,544 6,544
-------- ------ ---------- --------
Total operating expenses.................. 86,780 956 27,633 115,369
-------- ------ ---------- --------
Loss from operations............................ (17,281) (956) (27,638) (45,870)
Other income (expense):
Interest income................................ 2.5 8,396 41 (32) 8,405
Interest expense............................... 2.5 (355) (32) 32 (355)
-------- ------ ---------- --------
Income (loss) before income taxes............... (9,240) (947) (23,633) (37,820)
Income tax expense.............................. 413 _ 413
-------- ------ ---------- --------
Net loss........................................ $ (9,653) $(947) $(27,633) $(38,233)
-------- ------ ---------- --------
Net loss per common and equivalent share........ $ (0.32) $ (1.23)
-------- --------
Common and equivalent shares used in
computing per share amounts.................... 30,565 31,123
-------- --------
</TABLE>
See notes to pro forma condensed combined financial information.
13
<PAGE>
ALTEON WEBSYSTEMS, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL INFORMATION
Year Ended June 30, 2000
1. Basis of Presentation
The pro forma statements give effect to the merger which is accounted for
under the purchase method of accounting. The total purchase price of
Pharsalia is allocated to the assets acquired and liabilities assumed, based
on their estimated fair values. The actual purchase allocation to reflect
the fair values of the assets acquired and liabilities assumed will be based
upon management's evaluation of such assets and liabilities.
The pro forma balance sheet at June 30, 2000 gives effect to the merger as if
it occurred on June 30, 2000. The pro forma statement of operations for the
year ended June 30, 2000 gives effect to the merger as if it had occurred in
December 1999. The pro forma statements have been prepared by management of
Alteon based on the audited consolidated financial statements of Alteon for
the year ended June 30, 2000 and the unaudited financial statements of
Pharsalia for the period from December 1999 (inception) to June 30, 2000,
adjusted to reflect classifications consistent with the presentation by
Alteon. The accounting policies used in the preparation of the pro forma
statements are those disclosed in Alteon's audited consolidated financial
statements.
The pro forma statements also are not necessarily indicative of the results
that actually would have been achieved if the transactions reflected therein
had been completed on the dates indicated or the results which may be
obtained in the future. In preparing these pro forma statements, no
adjustments have been made to reflect transactions which have occurred since
the dates indicated or to reflect the operating benefits and general and
administrative cost savings expected to result from combining the operations
of Alteon and Pharsalia.
The following pro forma financial information, consisting of the pro forma
statement of operations, pro forma balance sheet and the accompanying notes
should be read in conjunction with the historical financial statements and
related notes in Alteon's Form 10-K, filed on August 15, 2000.
2. Pro Forma Adjustments and Assumptions
2.1 The Merger
For the purposes of the pro forma financial information, the number of Alteon
common shares issued in the merger is approximately 1.4 million shares based
on an exchange ratio of 1.7304 shares of Alteon common stock for one share of
Pharsalia common stock. The fair value of the assumed Pharsalia stock
options using the Black-Scholes valuation model is $40.6 million.
The following represents the allocation for the purchase price paid in the
merger over the historical net book values of the acquired assets and assumed
liabilities of Pharsalia as of the date of the pro forma balance sheet and is
for illustrative purposes only. The allocation of the purchase price is
based on the preliminary fair values of the intangible assets acquired. The
actual purchase price allocations will be based on fair values of the
acquired assets and assumed liabilities as of the actual acquisition date.
14
<PAGE>
Purchase price:
(In thousands)
--------------
Fair value of common shares issued........................ 197,083
Fair value of assumed Pharsalia stock options............. 40,584
Estimated acquisition costs............................... 114
--------
Total purchase price...................................... 237,781
========
Allocation of purchase price:
(In thousands)
--------------
Fair value of net assets acquired......................... $ (946)
In-process research and development....................... 17,662
Workforce-in-place........................................ 657
Goodwill.................................................. 52,351
Deferred compensation..................................... 168,057
---------
$ 237,781
=========
2.2 This adjustment is to eliminate the common stock and shareholders' deficit
of Pharsalia Technologies, Inc.
2.3 The pro forma adjustments represent the estimate for goodwill, workforce-
in-process and deferred compensation amortization that would have been
recorded during the period covered by the pro forma statements of
operations, related to the acquisition. The in-process research and
development expense has been reflected in the pro forma balance sheet but
has not been included in the pro forma statement of operations, as these
statements do not give effect to nonrecurring merger costs related to the
transaction.
Amortization for workforce-in-place, deferred compensation and goodwill for
the year ended June 30, 2000 is $82, $21,007 and $6,544, respectively. The
pro forma adjustments are based on the assumption that the goodwill and
other intangibles relating to the merger and the significant acquisitions
are amortized on a straight-line basis over four years.
The impact on the pro forma net loss of these amortizations was a charge of
$27.6 million for the year ended June 30, 2000. The actual amortization of
intangibles arising from the transaction will take place in periods
subsequent to the acquisition.
2.4 This proforma adjustment is to eliminate Alteon's investment in Pharsalia
which occurred prior to the merger.
2.5 This proforma adjustment is to eliminate the interest income and expense
recorded by Alteon and Pharsalia, respectively, on the convertible debt of
Pharsalia held by Alteon prior to its conversion to preferred stock.
3. Items Not Adjusted
The pro forma statements do not reflect any operating efficiencies, cost
savings and other benefits, or merger related expenses anticipated by
Alteon's management as a result of the merger.
15
<PAGE>
4. Common Shares Outstanding
The number of pro forma common shares outstanding after giving effect to
the transaction are:
(In thousands)
--------------
Alteon common shares outstanding at June 30, 2000.......... 41,622
Pharsalia common shares outstanding converted at June 30,
2000 to Alteon equivalent common shares (1.7304
exchange ratio)........................................... 1,447
-------
Pro forma common shares outstanding........................ 43,069
=======
5. Per Share Information
The pro forma net loss per common share, basic and diluted, was based on
the weighted average number of common shares outstanding for the year ended
June 30, 2000 as calculated below:
(In thousands)
--------------
Alteon average common shares outstanding................... 30,565
Pharsalia average shares of common shares outstanding
converted into equivalent Alteon common shares
(1.7304 exchange ratio)................................... 558
-------
Total...................................................... 31,123
=======
* * * * *
(c) Exhibits
The following exhibits are incorporated by reference to exhibits previously
filed with the Commission.
2.1 Exchange Agreement, dated as of March 31, 2000, by and among Alteon
WebSystems, Inc., Pharsalia Technologies, Inc. and Richard A. Howes.
99.1 Press Release titled "Alteon WebSystems to Acquire Pharsalia
Technologies" dated July 20, 2000.
16
<PAGE>
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.
Alteon WebSystems, Inc.
Dated: September 29, 2000 By: /s/ James G. Burke
-----------------------
James G. Burke
Chief Financial Officer
and Secretary
17
<PAGE>
Exhibit Index
EXHIBIT NUMBER DESCRIPTION
------------------- -----------------------------------------------------------
*2.1 Exchange Agreement, dated as of March 31, 2000, by and
among Alteon WebSystems, Inc., Pharsalia Technologies, Inc.
and Richard A. Howes.
*99.1 Press Release titled "Alteon WebSystems to Acquire
Pharsalia Technologies" dated July 20, 2000.
*Previously filed.
18
