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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): April 27, 2000
VIRATA CORPORATION
(Exact Name Of Registrant As Specified In Its Charter)
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DELAWARE 000-28157 77-0521696
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(State Or Other Jurisdiction Of (Commission File Number) (IRS Employer Identification No.)
Incorporation)
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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 or Disposition of Assets.
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On April 27, 2000, Virata Corporation, a Delaware corporation (the
"Registrant"), acquired Inverness Systems Ltd., an Israeli corporation
("Inverness Systems"), in exchange for approximately 1 million shares of
Registrant's common stock (the "Acquisition"). Holders of Inverness Systems
common stock and preferred stock will receive shares of the Registrant's common
stock based on an exchange ratio of approximately 0.77 Registrant shares in
exchange for each of their shares of Inverness Systems. In addition, the
Registrant assumed all of the outstanding Inverness Systems stock options, which
will entitle the holders thereof to purchase up to approximately 260,000 shares
of Registrant's common stock. The Acquisition was effected by means of a stock
purchase. As a result of the Acquisition, Inverness Systems has become a wholly-
owned subsidiary of the Registrant. The consideration paid by the Registrant for
Inverness Systems' outstanding capital stock and options was negotiated at arm's
length between the parties on the basis of the Registrant's assessment of the
value of Inverness Systems and its capital stock, following an investigation of,
and discussions with Inverness Systems and its representatives concerning
Inverness Systems, its business, and prospects. Certain of Inverness Systems'
officers, including Jonathan Masel, President of Inverness Systems, have entered
into employment and related agreements with the Registrant or its affiliates. To
the Registrant's knowledge, there is no other material relationship between any
of the former stockholders of Inverness Systems and the Registrant or any of its
affiliates, any director or officer of the Registrant, or any associate of any
such director or officer. 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 and Exhibits.
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(a) Financial Statements of Businesses Acquired.
The required financial statements are not currently available. Pursuant to
paragraph (a)(4) of Item 7, the required historical financial information will
be filed or incorporated by reference as soon as practicable, but in no event
later than July 11, 2000.
(b) Pro Forma Financial Information.
The required pro forma financial information is not currently available.
Pursuant to paragraph (b)(2) of Item 7, the required the pro forma financial
information will be filed as soon as practicable, but in no event later than
July 11, 2000.
(c) Exhibits
Exhibit No. Description
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99.1 Press Release, dated May 4, 2000, announcing the
completion of the acquisition.
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Signature
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.
Dated as of May 5, 2000
VIRATA CORPORATION
By: /s/ Andrew M. Vought
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Andrew M. Vought
Chief Financial Officer and Secretary
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EXHIBIT INDEX
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Exhibit No. Description Page
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99.1 Press Release, dated May 4, 2000, announcing the
completion of the acquisition.
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
VIRATA COMPLETES ACQUISITION OF INVERNESS SYSTEMS
FOR ENHANCED SOFTWARE NETWORKING CAPABILITIES
Virata Expands Broadband Semiconductors and Software Solutions Through
Inverness Systems' ATM, IP and MPLS Networking Software
SANTA CLARA, Calif., May 4, 2000 - Virata Corporation (Nasdaq: VRTA) today
announced that it has completed its acquisition of Inverness Systems, Ltd., a
leading supplier of ATM, IP and MPLS networking software solutions that are
currently being used worldwide by many of the top ten networking and
telecommunications companies. Under the terms of the share purchase agreement,
Virata will issue approximately 1.0 million shares of common stock to acquire
all of the outstanding shares of Inverness Systems. In addition, Virata assumed
all of the outstanding Inverness stock options, which will entitle the holders
to purchase approximately 260,000 shares of Virata's common stock.
"This acquisition further demonstrates our commitment to delivering the
complete solutions our customers need in the DSL and broadband wireless local
loop markets," said Virata Chief Executive Officer Charles Cotton. "Inverness
Systems' ATM, IP and MPLS networking software allows us to expand our
capabilities and extend our leadership position as the only full solutions
provider for broadband semiconductors and software addressing the next
generation of highly integrated DSL products."
"In addition, we are able to leverage Inverness Systems' strategic
locations in Israel and Massachusetts and take advantage of their engineering
talent to enhance our technology offerings for advanced communications
products," added Cotton.
Virata intends to continue operations in these offices to extend its
worldwide sales, marketing and support infrastructure and expand engineering
centers of excellence for software networking technologies.
(More)
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Virata Completes Inverness Systems Acquisition Page 2-2-2-2
About Virata
Virata Corporation provides communications processors combined with
integrated software modules to manufacturers of equipment utilizing digital
subscriber line (DSL) technologies. These "integrated software on silicon"
product solutions enable customers to develop a diverse range of broadband
wireless and DSL equipment including modems, gateways, routers, and integrated
access devices targeted at the voice and high-speed data network access market.
Virata's products are designed to enable DSL equipment manufacturers to simplify
product development, reduce the time it takes for products to reach the market
and focus resources on product differentiation and improvement.
Virata is a principal member of the ATM and DSL Forums, and is a member of
the ITU. A publicly traded company on the Nasdaq stock exchange, Virata was
founded in 1993 and is headquartered in Santa Clara, California.
# # #
Virata is a registered trademark of Virata Corporation. All other trade,
product, or service names referenced in this release may be trademarks or
registered trademarks of their respective holders.
Except for historical information contained herein, this press release contains
forward-looking statements that involve risks and uncertainties. Actual results
may differ materially. Factors that might cause a difference include, but are
not limited to, those relating to evolving industry standards, the pace of
development and market acceptance of Virata's products and the DSL market
generally, commercialization and technological delays or difficulties, the
impact of competitive products and technologies, competitive pricing pressures,
manufacturing risks, the possibility of our products infringing patents and
other intellectual property of third parties, product defects, costs of product
development, the company's ability to complete the acquisition in the time
period outlined, or at all, and extract value from the acquisition, and
manufacturing and government regulation. Virata will not update these forward-
looking statements to reflect events or circumstances after the date hereof.
More detailed information about potential factors that could affect Virata's
financial results is included in the documents Virata files from time to time
with the Securities and Exchange Commission.
Virata Contacts: Kelly Morris (Public Relations)
408-566-1000
Investor Relations Contacts (Financial Relations Board, Inc.):
Lisa Chainey (general info)
Susan Katz (investors)
Scott Marx (media)
415-986-1591
