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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): February 3, 2000
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CROSSROADS SYSTEMS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State of Other Jurisdiction of Incorporation)
000-30362 74-2846643
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(Commission File Number) (IRS Employer
Identification No.)
9390 Research Boulevard, Suite II-300, Austin, Texas 78759
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(Address of Principal Executive Offices) (Zip Code)
(512) 349-0300
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
Agreement and Plan of Merger and Reorganization with Polaris
Communications, Inc.
On February 3, 2000, we entered into an Agreement and Plan of
Merger and Reorganization with Polaris Communications, Inc. The agreement sets
forth the terms and conditions of our proposed acquisition of Polaris by means
of a merger of a wholly-owned subsidiary of Crossroads with and into Polaris
after which Polaris would become a wholly-owned subsidiary of Crossroads. This
acquisition will be accounted for as a purchase. The completion of this
transaction is subject to the satisfaction of a number of conditions, including
approval by the shareholders of Polaris and the completion of a fairness hearing
under Oregon law. A copy of our press release with respect to the merger is
attached as Exhibit 99.1 hereto and is incorporated by reference into this Item
5.
Resignation of Wo Overstreet as a Director
On February 4, 2000, Wo Overstreet resigned as a member of our
board of directors. Ms. Overstreet had served as a director since March 1997 and
was a member of the compensation committee. Ms. Overstreet resigned for personal
reasons and to pursue other professional interests, not due to any disagreement
between Ms. Overstreet and Crossroads.
ITEM 7. EXHIBITS.
(c) Exhibits.
99.1. Press release dated February 3, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CROSSROADS SYSTEMS, INC.
Dated: February 11, 2000 By: /s/ Brian R. Smith
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Brian R. Smith
Chief Executive Officer
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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99.1. Press release dated February 3, 2000.
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[CROSSROADS LOGO]
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
For more information on Crossroads Systems, please contact:
Reagan Y. Sakai
Crossroads Systems, Inc.
(512)794-2799
[email protected]
CROSSROADS SYSTEMS TO ACQUIRE
POLARIS COMMUNICATIONS
Crossroads to acquire mainframe connectivity team,
boosting its capabilities in enterprise storage area networks (SANs)
AUSTIN, Texas - February 3, 2000 - Crossroads Systems, Inc. (NASDAQ: CRDS), the
leading developer and manufacturer of Fibre Channel storage routers, today
announced the execution of a definitive agreement to acquire Polaris
Communications, Inc., a privately held Portland, Oregon-based designer,
developer and marketer of S/390 and plug-compatible mainframe communication
interfaces and systems. This acquisition will add another set of protocols to
Crossroads' storage routing capabilities and will further Crossroads' commitment
to interoperability between the many S/390 components and open-systems SANs.
Under the terms of the agreement, Crossroads Systems will issue shares of its
common stock with an aggregate value of $35.7 million, using the market closing
price on February 2, 2000, for all of the outstanding stock and options of
Polaris Communications. The transaction will be accounted for as a purchase and
is expected to close in late February or early March 2000, subject to customary
regulatory approvals and the completion of a fairness hearing in Oregon with
regard to the issuance of Crossroads stock in the merger.
"This strategic acquisition is another step in fulfilling our goal to enable
information access across all classes of enterprise networks," said Brian R.
Smith, CEO of Crossroads Systems. "The core technologies from Polaris
Communications give us the capability to bring our storage area networking
expertise to larger enterprise systems where 70 percent of the world's data is
stored."
Polaris Communications' technologies deliver increased connectivity and
bandwidth options to enterprise data centers, focusing on high-speed connections
between open systems and mainframes. Crossroads will utilize Polaris
Communications' expertise and experience to deliver high-speed data connections
between Fibre Channel SANs and ESCON and future FICON technologies in enterprise
data center environments.
For the past ten years, Polaris Communications has been delivering new
channel-based solutions, custom products and integration services that have
consistently met customer and partner
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Page 2 - Crossroads Systems to Acquire Polaris Communications
requirements while delivering measurable value. Their products significantly
improve throughput performance of all data management operations such as data
warehousing, backup and recovery, and data consolidation. Polaris
Communications' quality products will complement Crossroads' industry-leading
open-systems SAN solutions, such as LAN-free backup, a storage solution enabled
by Crossroads' storage router that delivers improved backup/restore capacities
and provides centralized data protection.
"This acquisition is about bringing the technology developed by Polaris
Communications' highly talented engineering team to market more quickly, while
integrating our efforts with the outstanding technology developed by the team at
Crossroads," said Iraj Vojdani, President and CEO of Polaris Communications.
"This, coupled with Crossroads numerous customer relationships and extensive
distribution network, will give our combined solutions broader market impact."
"Polaris Communications' partners, customers and prospects can be assured of
Crossroads' commitment to the continued viability of their ESCON and Bus & Tag
channel interface and emulator products," said Smith. "These are important
technologies and together Crossroads and Polaris Communications can explore new
distribution avenues and support capabilities for integrated products."
About Crossroads Systems
Crossroads Systems is the leading provider of storage routers for Fibre Channel
Storage Area Networks (SANs). Crossroads' storage routers enable key SAN
applications including LAN-free backup, storage migration and consolidation,
server migration, WAN data movement, disaster tolerance and business recovery
services. These solutions scale from small and medium companies to Global 2000
enterprises. By using storage routers and SANs, customers can more effectively
and efficiently store, manage and ensure the integrity and availability of data.
Crossroads supplies its customers with the Crossroads Verified SAN (CV-SAN)
solution guide to simplify SAN design and installation, accelerate SAN adoption,
and verify interoperability of SAN solutions. The more than 3,000 verified
configurations in CV-SAN are available on the Web using the Crossroads online
configurator at www.crossroads.com. Industry leading OEMs such as ADIC, ATL,
Bull, Compaq, Dell, Exabyte, Hewlett-Packard, McDATA, Futjisu-Siemens and
StorageTek as well as top resellers and distributors including nStor, Bell
Microproducts, Cranel, Datalink, Pinacor and Polaris Services have partnered
with Crossroads to provide these solutions to their customers. For more
information on Crossroads Systems and its products, please call (800) 643-7148
or visit www.crossroads.com.
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This release may contain forward-looking statements that involve risks and
uncertainties. Among the important factors which could cause actual results to
differ materially from those in the forward-looking statements are the
dependence of the Company`s business on the storage area network market which is
new and unpredictable; the Company's ability to develop new and enhanced
products that achieve market acceptance; the Company's ability to integrate or
successfully achieve the benefits of the proposed acquisition of Polaris
Communications and any subsequent acquisition or strategic relationship; and
that the Company's stock price could be volatile regardless of the Company's
actual financial performance and other factors detailed in the Company's filings
with the Securities and Exchange Commission, including its Annual Report on Form
10-K.
