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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): August 22, 2000
VIRATA CORPORATION
(exact name of Registrant as specified in its charter)
DELAWARE 000-28157 77-0521696
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
2933 BUNKER HILL LANE, SUITE 201
SANTA CLARA, CALIFORNIA 95054
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 566-1000
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Item 2. Acquisition of Assets.
On August 22, 2000, Virata Corporation, a Delaware corporation (the
"Registrant"), acquired all of the outstanding capital stock of Excess Bandwidth
Corporation, a California corporation ("Excess Bandwidth"), for an aggregate
purchase price of $315 million, based on an agreed upon price per share of
Registrant's common stock of $49.98 (the "Acquisition"). Holders of Excess
Bandwidth common stock will receive shares of the Registrant's common stock
based on an exchange ratio of 0.34713 shares in exchange for each of their
shares of Excess Bandwidth. In addition, the Registrant has assumed all of the
outstanding Excess Bandwidth stock options. The Acquisition was effected by
means of a stock-for-stock merger, pursuant to which a wholly-owned subsidiary
of the Registrant merged with and into Excess Bandwidth, with Excess Bandwidth
as the surviving corporation. As a result of the merger, Excess Bandwidth became
a wholly-owned subsidiary of the Registrant. The consideration paid by the
Registrant for Excess Bandwidth'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 Excess Bandwidth and its capital stock, following an investigation
of, and discussions with Excess Bandwidth and its representatives concerning
Excess Bandwidth, its business and prospects. Certain of Excess Bandwidth's
officers have entered into retention and related agreements with the Registrant.
To the Registrant's knowledge, there is no other material relationship
between any of the former stockholders of Excess Bandwidth and the Registrant
or any of its affiliates, any director or officer of the Registrant, or any
associate of any such director or officer. The holders of Excess Bandwidth
common stock and Preferred Stock have agreed to restrict their sales of Virata
common stock received upon exchange of their shares for one year following the
closing date of the Acquisition. Holders of Excess Bandwidth common stock may
sell 15% of the Virata common stock they receive in exchange for their shares
beginning on the date that is 90 days after August 22, 2000, the closing date
of the Acquisition, and they may sell their remaining shares one year after
the closing date. Holders of Excess Bandwidth Preferred Stock may sell 15% of
the Virata common stock they receive in exchange for their shares beginning on
the date that is 90 days after August 22, 2000, the closing date of the
Acquisition, an additional 15% after 180 days after the closing date, an
additional 15% 270 days after the closing date and they may sell their
remaining shares one year after the closing date. A copy of a press release
announcing the completion of the Acquisition is included herein as Exhibit
99.1 and is incorporated by reference into this Item 2.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
The financial statements required by Item 7(a) have previously been
filed by the Registrant and are hereby incorporated by reference to the
Registrant's registration statement on Form S-1, filed with the Securities and
Exchange Commission (the "Commission") on June 22, 2000.
(b) Pro-Forma Financial Information.
The pro forma financial information required by Item 7(b) has been
previously filed by the Registrant and is hereby incorporated by reference to
the Registrant's registration statement on Form S-1, filed with the Commission
on June 22, 2000.
(c) Exhibits.
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The following exhibits are filed with this report on Form 8-K:
Exhibit No. Description
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99.1 Press Release, dated August 23, 2000, announcing the completion
of the acquisition.
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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: September 6, 2000. VIRATA CORPORATION
By: /s/ Andrew M. Vought
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Andrew M. Vought
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release, dated August 23, 2000, announcing the
completion of the acquisition.
