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Filed By VA Linux Systems, Inc.
Pursuant to Rule 425 Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Exchange Act of 1934
Subject Company: Andover.Net, Inc.
Commission File No. 001-15499
WEDNESDAY APRIL 26, 8:19 PM EASTERN TIME
COMPANY PRESS RELEASE
VA LINUX SYSTEMS AND ANDOVER.NET AMEND THE TERMS OF ACQUISITION AGREEMENT
SUNNYVALE, CALIF. - April 26, 2000 -- Effective today, VA Linux Systems (Nasdaq:
LNUX) and Andover.Net (Nasdaq: ANDN) have amended the terms of the agreement by
which VA Linux will acquire all of the outstanding shares of Andover.Net.
Under the new terms, each share of Andover.Net Common Stock outstanding as of
the closing of the transaction will be exchanged for 0.425 of a share of VA
Linux Systems Common Stock. Based on tax concerns, the parties modified the
previously announced agreement, in which each outstanding share of Andover.Net
Common Stock would have received 0.425 shares of VA Linux Common Stock, reduced
by a pro-rata portion of cash.
About VA Linux Systems
Since 1993, VA Linux Systems (Nasdaq:LNUX) has been a recognized leader in Linux
and Open Source solutions for Internet infrastructure. VA Linux provides a
single point of contact for Linux systems, Open Source software and expertise,
and world-class professional services and support. VA Linux Systems owns and
operates SourceForge(TM), the world's largest Open Source development center, as
well as Linux.com and Themes.org. Headquartered in Sunnyvale, VA Linux is
located on the Web at http://www.valinux.com.
About Andover.Net
Andover.Net (NASDAQ:ANDN) is the leading Linux destination on the Internet.
Serving 60 million page impressions to over 3 million users each month,
Andover.Net (www.Andover.Net) includes the largest news/community site, Slashdot
(slashdot.org); the largest site for programmer resources, Freshmeat.net
(www.freshmeat.net); the leading online support site for Linux and Open Source,
QuestionExchange; and the popular developer e-commerce site, ThinkGeek
(thinkgeek.com). With these sites and our other Linux sites such as FreeCode
(freecode.com) and LinuxDaveCentral (www.linux.davecentral.com), Andover.Net
accounts for over 50% of the visits to Linux destinations on the Internet.
Andover.Net also includes cross-platform sites that provide programmer and
developer resources for users of many popular operating systems in addition to
Linux such as Windows, UNIX and Macintosh.
The proposed acquisition is subject to various risks and uncertainties, which
include, but are not limited to: VA Linux's ability to integrate Andover.Net
into its operations; the timing of new product introductions; pricing pressures
and other competitive factors; and the fact that VA Linux and Andover.Net have
incurred and will continue to incur substantial losses. Further information
regarding these risks will be included in a registration statement on Form S-4
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to be filed by VA Linux with the Securities and Exchange Commission (SEC) in
connection with the merger. Further information on the risks and uncertainties
affecting each company is contained in each company's filings with the SEC,
including their respective S-1 registration statements, VA Linux's Quarterly
Report on Form 10-Q for the period ended January 28, 2000 and Andover.Net's
Annual Report on Form 10-K for the year ending December 31, 2000. The above
mentioned documents contain important information and you are urged to review
them carefully. Each such document is available free of charge at the SEC
Website at www.sec.gov or from the contacts listed below.
VA Linux Systems, Inc., its officers and directors may be deemed to be
participants in the solicitation of proxies from Andover.Net shareholders with
respect to the transactions contemplated by the merger agreement. Information
regarding such officers and directors is included in VA Linux's S-1 Registration
Statement filed with the SEC on December 9, 1999. This document is available
free of charge at the SEC Website at www.sec.gov and from the VA Linux contact
listed below.
Andover.Net, Inc., its officers and directors may be deemed to be participants
in the solicitation of proxies from Andover.Net shareholders with respect to the
transactions contemplated by the merger agreement. Information regarding such
officers and directors is included in Andover.Net's 10-K filed with the SEC on
April 30, 2000. This document is available free of charge at the SEC Website at
www.sec.gov and from the Andover.Net contact listed below.
In addition, fifty percent of the unvested options held by employee officers and
directors of Andover.Net will vest as a result of this transaction. It is also
anticipated that Andover.Net's officers and employee directors will enter into
employment/non-competition agreements with VA Linux. These agreements have been
neither negotiated nor executed as of the date of this filing.
SHAREHOLDERS OF ANDOVER.NET AND OTHER INVESTORS ARE URGED TO READ THE PROXY
STATEMENT-PROSPECTUS WHICH WILL BE INCLUDED IN THE REGISTRATION STATEMENT ON
FORM S-4 TO BE FILED BY VA LINUX SYSTEMS, INC. IN CONNECTION WITH THE MERGER
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. AFTER SUCH DOCUMENT IS FILED, IT
WILL BE AVAILABLE FREE OF CHARGE ON THE SEC WEBSITE AT WWW.SEC.GOV AND FROM VA
LINUX AND ANDOVER.NET THROUGH THE CONTACTS LISTED BELOW.
Contact:
VA Linux Systems
Patrick Fossenier, 408/543-8054 (IR)
[email protected]
Eureka Endo 408/542-5754 (Media)
[email protected]
or
Andover.Net
Marion Scott, 978/635-5300 ext. 160 (IR)
[email protected]
Janet Holian, 978/635-5300 ext. 104 (Media)
[email protected]
or
Access Communications
Wendi Taylor, 415/904-7070
[email protected]
or
Schwartz Communications, Inc.
Leah Barrett, 781/684-0770
Chris Stamm, 781/684-0770
[email protected]
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