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As filed with the Securities and Exchange Commission on August 4, 2000.
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
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JULY 24, 2000
JNI CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-27755 33-0740004
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
9775 TOWNE CENTRE DRIVE
SAN DIEGO, CA 92121
(Address of principal executive offices, including zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (858) 535-3121
Exhibit Index on Page 5
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This Current Report on Form 8-K is filed by JNI Corporation, a Delaware
corporation ("JNI"), in connection with the matters described herein.
ITEM 5. OTHER EVENTS.
On July 24, 2000, Jaymark, Inc., which owned 14,175,000 shares, or
approximately 62%, of JNI's outstanding shares of common stock, distributed all
of these shares to its stockholders in a reorganization transaction, which
resulted in Jaymark's liquidation and dissolution.
Under an Asset Acquisition Agreement and Plan of Reorganization, dated
as of July 21, 2000 among JNI, Jaymark, Jaycor, Inc. and California Tube
Laboratories, Inc. (the "Asset Acquisition Agreement"), JNI agreed to facilitate
Jaymark's reorganization and liquidating distribution in exchange for certain
lock-up agreements that will restrict the Jaymark stockholders' ability to sell
the JNI shares they receive in the distribution. The Asset Acquisition Agreement
provides that, other than 1,000,000 shares which may be sold by former Jaymark
stockholders to satisfy certain tax obligations in connection with the
reorganization, none of the shares of JNI common stock distributed by Jaymark
may be sold for 330 days, except as follows: In the event of an underwritten
public offering during the lockup period, the portion of the JNI shares held by
former Jaymark's stockholders sold in the offering will be released from the
lockup. Those not sold in the offering will be subject to a lockup period of 180
days from the date of the offering for one half of the remaining shares, and 360
days from the date of the offering for the second one half of the remaining
shares. If an underwritten public offering has not occurred within 150 days
after the reorganization transaction, an additional 1,000,000 shares of JNI
common stock will be released from the lockup and may be sold by the former
Jaymark stockholders. All remaining shares will be subject to a lockup for an
additional 180 days. JNI also agreed to certain registration rights which will
permit former Jaymark stockholders to request that JNI register their shares.
Subject to the lockup agreements described above, the JNI shares to be
received by former Jaymark stockholders will be freely tradable (other than
shares held by former Jaymark stockholders who are affiliates of JNI) and may be
sold from time to time in market transactions, block trades, privately
negotiated transactions and registered public offerings.
The foregoing summary of the terms of the Asset Acquisition Agreement
does not purport to be complete and is qualified in its entirety by reference to
the full text of such agreement, a copy of which is attached hereto as Exhibit
10.1 and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS.
10.1 Asset Acquisition Agreement and Plan of Reorganization, dated
as of July 24, 2000, among JNI Corporation, Jaymark, Inc.,
Jaycor, Inc. and California Tube Laboratories, Inc.
2
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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.
Date: August 4, 2000 JNI Corporation
By: /s/ Thomas K. Gregory
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Thomas K. Gregory
Chief Operating Officer
3
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EXHIBIT INDEX
Exhibit No.
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10.1 Asset Acquisition Agreement and Plan of Reorganization,
dated as of July 24, 2000, among JNI Corporation, Jaymark,
Inc., Jaycor, Inc. and California Tube Laboratories, Inc.
4
