<PAGE>
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): OCTOBER 16, 2000
----------------
SOMERA COMMUNICATIONS, INC.
---------------------------
(Exact name of registrant as specified in charter)
<TABLE>
<S> <C> <C>
Delaware 000-27843 77-0407502
------------------------------- ------------------------ -------------------
(State or other jurisdiction of (Commission file number) (IRS Employer
of incorporation) Identification No.)
5383 Hollister Avenue, Santa Barbara, CA 93111
---------------------------------------- -----
(Address of principal executive offices) (Zip code)
</TABLE>
Registrant's telephone number, including area code: (805) 681-3322
-------------
<PAGE>
Item 2. Acquisition.
Pursuant to a Stock Purchase Agreement dated as of October 16, 2000 by and
among Somera Communications, Inc. (the "Registrant"), MSI Communications, Inc.,
a New Jersey corporation ("MSI"), and the shareholders of MSI, the Registrant
acquired MSI and MSI became a wholly-owned subsidiary of the Registrant (the
"Acquisition"). The Acquisition closed on October 16, 2000. As a result of the
Acquisition, the shareholders of MSI received an aggregate of approximately
$16.0 million in consideration, consisting of $10.0 million in cash paid at the
closing, and $6.0 million worth of common stock of the Registrant, based on the
average closing price of the Registrant's common stock on the Nasdaq National
Market between October 2 and October 13, 2000, which stock is to be held in
escrow subject to certain requirements.
Pursuant to the Acquisition, the Registrant issued approximately 693,391
shares of the Registrant's common stock, par value $0.001 per share ("Registrant
Common Stock") to the former shareholders of MSI. The purchase price paid for
MSI's outstanding capital stock was negotiated at arm's length between the
parties on the basis of the Registrant's assessment of the value of MSI and its
capital stock following an investigation of, and discussions with MSI and its
representatives concerning, MSI and its business and prospects.
The assets of MSI were used prior to the Acquisition for the sale of new,
refurbished, and de-installed data networking equipment and for the provision of
services involving network integration, uses which the Registrant intends to
continue immediately following the Acquisition. The Acquisition was funded in
part by cash reserves held by the Registrant.
For a more complete description of the terms of the Acquisition, please
refer to the Stock Purchase Agreement which is filed as Exhibit 2.1 hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements. The Registrant will provide the financial
statements required by paragraph (a) of Item 7 of Form 8-K promulgated by the
Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), if any such information is required, within 60 days of the date
that this initial report on Form 8-K must be filed with the Commission.
(b) Pro Forma Financial Information. The Registrant will provide the pro
forma financial information required by paragraph (b) of Item 7 of Form 8-K
promulgated by the Commission pursuant to the Exchange Act, if any such pro
forma financial information is required, within 60 days of the date that this
initial report on Form 8-K must be filed with the Commission.
(c) Exhibits.
2.1 Stock Purchase Agreement dated as of October 16, 2000, by and
among the Registrant, MSI Communications, Inc. and the
shareholders of MSI Communications, Inc.
99.1 Press Release, dated October 17, 2000, entitled "Somera
Acquires MSI Communications--Strengthens Data Networking and
ISP Support Strategy."
<PAGE>
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.
SOMERA COMMUNICATIONS, INC.
By: /S/ DAN FIRESTONE
-------------------------------------
Dan Firestone
President and Chief Executive Officer
Dated: October 25, 2000
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit Number Description
-------------- -----------
2.1 Stock Purchase Agreement dated as of October 16, 2000, by and
among the Registrant, MSI Communications, Inc. and the
shareholders of MSI Communications, Inc.
99.1 Press Release, dated October 17, 2000, entitled "Somera
Acquires MSI Communications--Strengthens Data Networking and
ISP Support Strategy."
