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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 Exchange Act of 1934
November 14, 2000
Date of Report (Date of earliest event reported)
SonicWALL, Inc.
(Exact name of registrant as specified in its charter)
California 000-27723 77-0270079
(State or other jurisdiction of (Commission (I.R.S. employer
incorporation or organization) File No.) identification number)
1160 Bordeaux Drive
Sunnyvale, California 94089
(Address of principal executive offices and zip code)
(408) 745-9600
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
Effective November 14, 2000, Pluto Acquisition Corp., a Utah corporation
("Merger Sub"), a wholly owned subsidiary of SonicWALL, Inc., a California
corporation ("Parent"), was merged (the "Merger") with and into Phobos
Corporation, a Utah corporation (the "Company"), pursuant to an Agreement and
Plan of Merger and Reorganization (the "Reorganization Agreement"), dated
October 16, 2000, among Parent, Merger Sub and the Company. The description
contained in this Item 2 of the transactions consummated pursuant to the terms
and conditions of the Reorganization Agreement is qualified in its entirety by
reference to the full text of the Reorganization Agreement, a copy of which is
attached to this Report as Exhibit 2.1.
Pursuant to the Merger, all outstanding options and shares of common stock
of the Company (including all shares of common stock of the Company issued upon
conversion of the Company's preferred stock and issuable upon exercise of
Company warrants outstanding immediately prior to the effective time of the
Merger) have been converted into the right to receive an aggregate of 12,200,000
shares of common stock, stock options and warrants to purchase common stock of
Parent and up to an aggregate of approximately $30 million in cash. In addition,
up to an additional $20 million in cash payments will be distributed to holders
of Company common stock and warrants to purchase Company common stock upon
achievement by the Company of certain quarterly revenue targets. No fractional
shares of Parent common stock will be issued in connection with the Merger. In
lieu thereof, any holder of Company common stock who would otherwise have been
entitled to receive fractional shares of the Parent common stock will be paid an
amount based on the value of such fractional shares multiplied by $17.87
(rounded to the nearest whole cent) without interest.
At the Effective Time, as defined in the Reorganization Agreement, the
Company ceased to exist and the Merger Sub, as the surviving corporation in the
Merger, became a wholly-owned subsidiary of the Parent. The Merger was intended
to qualify as a tax-free reorganization under the Internal Revenue Code of 1986,
as amended, and will be accounted for on a purchase basis. Also at the
Effective Time, Ronald E. Heinz, Jr., President and Chief Executive Officer of
the Company, became a director of Parent.
The Company designs and manufacturers innovative products that offload and
accelerate secure transaction processing, delivering higher performance for
servers tasked with secure Internet-based applications. The Company's Secure
Sockets Layer (SSL) products offload the burden of encryption/decryption
processing from the secure server, resulting in as much as a 50-fold increase in
the number of transactions an e-commerce site can handle. The Company also
offers load balancing products that intelligently manage traffic across web
server farms, assuring optimal performance for the site. SSL offloading and
load balancing deliver the speed, reliability and high availability that medium
to large enterprises, service providers and e-commerce sites need.
The Reorganization Agreement, the Amendment to the Agreement and Plan of
Merger and the press release issued in connection with the closing of this
acquisition are filed as Exhibits 2.1, 2.2 and 99.1, respectively, to this
Report and are incorporated herein by reference.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired
It is impracticable for Parent to file herewith the required financial
statements in this Current Report on Form 8-K. Accordingly, such financial
statements will be filed by amendment as soon as practicable, but not later
than 60 days after the date on which this Form 8-K must be filed in
accordance with paragraph (4) of Item 7(a) of Form 8-K.
(b) Pro Forma Financial Information
It is impracticable for Parent to file herewith the required pro forma
financial information in this Current Report on Form 8-K. Accordingly,
such pro forma financial information will be filed by amendment as soon as
practicable, but not later than 60 days after the date on which this Form
8-K must be filed in accordance with paragraph (4) of Item 7(b) of Form 8-
K.
(c) Exhibits
2.1 Agreement and Plan of Merger and Reorganization, dated as of October
16, 2000, among SonicWALL, Inc., a California corporation, Pluto
Acquisition Corp., a Utah corporation, and a wholly-owned subsidiary
of SonicWALL, Phobos Corporation, a Utah corporation and GMS Capital
Partners, L.P., a Delaware limited partnership, as Stockholders'
Representative.
2.2 Amendment to Agreement and Plan of Merger, dated as of November 6,
2000, by and among SonicWALL, Inc., a California corporation, Pluto
Acquisition Corporation, a Utah corporation, and a wholly-owed
subsidiary of SonicWALL, Phobos Corporation, a Utah corporation and
GMS Capital Partners, L.P., a Delaware limited partnership, as
Stockholders' Representative.
99.1 Press Release entitled "SonicWALL Completes Acquisition of Phobos
Corporation," issued November 16, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SonicWALL, Inc.
(Registrant)
Date: November 27, 2000 By: /s/ Sreekanth Ravi
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Sreekanth Ravi
President & Chief Executive Officer
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Exhibit Index
2.1 Agreement and Plan of Merger and Reorganization, dated as of October 16,
2000, among SonicWALL, Inc., a California corporation, Pluto Acquisition
Corp., a Utah corporation, and a wholly-owned subsidiary of SonicWALL,
Phobos Corporation, a Utah corporation and GMS Capital Partners, L.P., a
Delaware limited partnership, as Stockholders' Representative.
2.2 Amendment to Agreement and Plan of Merger, dated as of November 6, 2000, by
and among SonicWALL, Inc., a California corporation, Pluto Acquisition
Corporation, a Utah corporation, and a wholly-owed subsidiary of SonicWALL,
Phobos Corporation, a Utah corporation and GMS Capital Partners, L.P., a
Delaware limited partnership, as Stockholders' Representative.
99.1 Press Release dated November 16, 2000.
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