<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
AND EXCHANGE ACT OF 1934
Commission File Number 0-29811
Date of Report: October 25, 2000
NEW FOCUS, INC.
(Registrant)
Incorporated in the State of Delaware
I.R.S. Employer Identification Number 33-0404910
2630 Walsh Avenue, Santa Clara, California 95051
Telephone: (408) 980-8088
-------------------------------------------------------------------------------
Page 1
<PAGE> 2
ITEM 5: OTHER EVENTS
The Company issued the following press release on October 25, 2000:
NEW FOCUS TO ACQUIRE GLOBE Y. TECHNOLOGY
FOR IMMEDIATE RELEASE:
SANTA CLARA, California (October 25, 2000): New Focus, Inc. (Nasdaq: NUFO), a
leading supplier of innovative fiber optic products for next-generation optical
networks under the Smart Optics for Networks(TM) brand, today announced that New
Focus and Globe Y. Technology, Inc. have signed a definitive agreement under
which New Focus will issue $50 million in New Focus common stock to acquire
Globe Y. Technology. The merger will be treated as a purchase for accounting
purposes and will involve significant goodwill based on the underlying book
value of Globe Y. Technology's assets.
Globe Y. Technology, a privately-held company located in Fremont, California, is
a leading manufacturer of fused fiber coupling machines. Globe Y. Technology's
equipment is used in the manufacture of fused fiber components such as fiber
splitters, couplers, pump multiplexers and fibers with thermally expanded cores.
New Focus also provides instruments, including a product line of swept
wavelength test and measurement lasers, for the manufacturing plant floor. In
addition, New Focus plans to use Globe Y. Technology's fused fiber instruments
in the manufacture of some of its fiber optic components.
Based on unaudited financial results, Globe Y. Technology operated profitably
during the first nine months of 2000 on revenues of $4.8 million. In a separate
press release today, New Focus reported its three-month and nine-month financial
results for fiscal 2000.
"We are excited about the potential synergies in the combination of Globe Y.
Technology and New Focus. Globe Y. Technology's operations will broaden our
product line of tools for the manufacturing floor. From a financial perspective,
we expect solid revenue growth at Globe Y. Technology due to the current backlog
and potential orders for its product offerings. Based on Globe Y. Technology's
historical gross and operating margin performance, we expect that this
transaction will be immediately accretive in the first full quarter of combined
operations to our revenue and margin lines, measured on a pro forma per share
basis excluding acquisition-related charges such as goodwill and compensation
expenses," said Ken Westrick, president and chief executive officer of New
Focus.
"Given the increasing demand for Globe Y. Technology's equipment and our limited
resources, we believe that the combination with New Focus will allow us to
expand manufacturing capacity more rapidly within New Focus' existing
infrastructure. By leveraging the resources of New Focus we will be better
positioned to serve our customers," said Howard Yue, president and chief
executive officer of Globe Y. Technology
The number of New Focus common shares issued in the transaction will be
determined by the average price of New Focus' common stock for a ten-day trading
period prior to the closing of the transaction. Completion of the transaction is
subject to customary closing conditions and regulatory approvals. The
transaction is expected to close in early January. Following completion of the
transaction, Globe Y. Technology will operate as a wholly owned subsidiary of
New Focus.
Credit Suisse First Boston acted as financial advisor to New Focus in this
transaction.
FORWARD-LOOKING STATEMENTS:
This press release contains predictions, estimates and other forward-looking
statements which include, but are not limited to, statements regarding the
likelihood and timing of the closing, the ability to fulfill Globe Y.
Technology's
-------------------------------------------------------------------------------
Page 2
<PAGE> 3
order backlog through the expansion of manufacturing capacity, the future
financial performance of Globe Y. Technology, and the accretive nature of the
transaction on New Focus' future financial results. These statements are subject
to risks and uncertainties and actual results may differ materially from any
future performance suggested above. In particular, risks and uncertainties
associated with the near term financial performance of Globe Y. Technology
include the company's ability to rapidly integrate Globe Y. Technology into its
operations, the company's ability to retain Globe Y. Technology's key employees,
and the company's ability to rapidly hire and train additional employees. Risk
factors that may affect New Focus' financial performance are listed in the
company's S-1 registration statement for its follow-on public offering on file
with the SEC. New Focus and Globe Y. Technology undertake no obligation to
publicly release any revisions to these forward-looking statements, which may be
made to reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.
ABOUT GLOBE Y. TECHNOLOGY:
Founded in 1997, Globe Y. Technology, formerly Globe Y. Manufacturing, is a
leading manufacturer of fused fiber coupling machines. Globe Y. Technology's
equipment is used in the manufacture of fused fiber components such as fiber
splitters, couplers, pump multiplexers and fibers with thermally expanded cores.
The company is privately held and located in Fremont, California.
ABOUT NEW FOCUS:
New Focus designs, manufactures and markets innovative fiber optic products for
next-generation optical networks. The company's Smart Optics for Networks(TM)
products enhance the performance of next-generation optical networks by enabling
higher channel counts, faster data rates, longer reach lengths, new service
capabilities, and lower costs of ownership. Founded in 1990, the company remains
a leader in the creation of advanced optical products for the commercial and
research marketplaces. With over 1,100 worldwide employees, the company is
headquartered in Santa Clara, California and has operations in San Jose,
California, Madison, Wisconsin, and Shenzhen, People's Republic of China.
For more information about New Focus visit the company's Internet home page at
http://www.newfocus.com, call our Investors Relations Department at
408-919-2700, or e-mail us at [email protected].
COMPANY CONTACT:
William L. Potts, Jr., Chief Financial Officer 408-919-5384
-------------------------------------------------------------------------------
Page 3
<PAGE> 4
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, thereunto duly authorized, in the City of Santa Clara, State of
California, on October 26, 2000.
NEW FOCUS, INC.
(Registrant)
DATE: October 26, 2000 BY: /s/ William L. Potts, Jr.
---------------- -------------------------
William L. Potts, Jr.
Senior Vice President
and Chief Financial
Officer
-------------------------------------------------------------------------------
Page 4
