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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
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 16, 2000
VIRATA CORPORATION
(Exact Name Of Registrant As Specified In Its Charter)
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<S> <C> <C>
DELAWARE 000-28157 77-0521696
(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.
On August 30, 2000, Virata Corporation, a Delaware corporation (the
"Registrant"), filed a Current Report on Form 8-K to report the Registrant's
acquisition of all of the outstanding capital stock of Agranat Systems, Inc., a
Massachusetts corporation. On August 16, 2000, Virata completed the acquisition
for an aggregate purchase price of approximately $27.2 million, paid in the form
of the Registrant's common stock. The purchase price was based on a fair market
value per share of the Registrant's common stock of $55.07.
On October 30, 2000, an amendment to the Current Report on Form 8-K/A was filed
to include the Financial Statements and Pro Forma Financial Information
required by Item 7 of Form 8-K.
This amendment to the Registrant's Current Report on Form 8-K/A is being filed
to update the Pro Forma Financial Information for the six months ended
October 1, 2000.
ITEM 7 -- Financial Statements, Pro Forma And Exhibits.
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(b) Pro Forma Financial Information.
VIRATA CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(In thousands)
On August 16, 2000, Virata Corporation ("Virata") completed its acquisition of
Agranat Systems, Inc. ("Agranat Systems"). Under the terms of the merger
agreement, 430,188 shares of Virata common stock were exchanged for all of the
outstanding capital stock of Agranat Systems. In addition, employee options to
purchase shares of Agranat Systems common stock were exchanged for options to
purchase 61,064 shares of Virata common stock.
On August 22, 2000, Virata completed its acquisition of Excess Bandwidth
Corporation ("Excess Bandwidth"). Under the terms of the merger agreement,
5,702,731 shares of Virata common stock were exchanged for all of the
outstanding capital stock of Excess Bandwidth. In addition, options and
warrants to purchase shares of Excess Bandwidth common stock were exchanged
for options and warrants to purchase 599,553 shares of Virata common stock.
The acquisitions have been accounted for as purchase business combinations in
accordance with Accounting Principles Board ("APB") Opinion No. 16, "Business
Combinations." The aggregate purchase price of the acquisitions is as follows
(in thousands):
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<CAPTION>
Agranat Systems Excess Bandwidth Total
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<S> <C> <C> <C>
Shares of Virata common stock $23,693 $285,030 $308,723
Options and warrants to purchase Virata
common stock 3,317 24,889 28,206
Direct acquisition costs 200 8,800 9,000
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Total $27,210 $318,719 $345,929
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Under the terms of APB Opinion No. 16, the aggregate purchase price will be
allocated to the net tangible and identifiable intangible assets acquired and
liabilities assumed on the basis of their estimated fair values on the effective
date of the merger.
The accompanying unaudited pro forma statement of operations for the six months
ended October 1, 2000 combines Virata's unaudited consolidated statement of
operations for the six month period ended October 1, 2000 with Agranat
Systems' unaudited statement of operations for the six month period ended June
30, 2000 and Excess Bandwidth's unaudited statements of operations for the six
month period ended September 30, 2000 and gives effect to the acquisitions as
if they occurred on April 3, 2000.
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VIRATA CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(In thousands, except per share amounts)
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<CAPTION>
Six Months Ended
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October 1, 2000 June 30, 2000 September 30, 2000
Virata Pro Forma Pro Forma
Corporation Agranat Systems Excess Bandwidth Adjustments Combined
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(unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C> <C> <C>
Revenues $ 69,903 $1,241 $ -- (254) I $ 70,890
Cost of revenues 37,166 127 -- (11) I 37,282
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Gross profit 32,737 1,114 -- (243) 33,608
Operating expenses 143,906 1,020 6,869 (50,704) F,G,I 101,091
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Income (loss) from operations (111,169) 94 (6,869) 50,461 (67,483)
Interest and other income
(expense), net 8,074 (19) 45 (3) I 8,097
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Income (loss) before income taxes (103,095) 75 (6,824) (50,458) (59,386)
Provision for income taxes -- -- -- --
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Net income (loss) $(103,095) $ 75 $ (6,824) $ 50,458 $ (59,386)
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Basic and diluted net loss per
share $ (1.94) $ (1.03)
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Weighted average common shares -
basic and diluted 53,064 4,651 H 57,715
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The accompanying notes are an integral part of these pro forma condensed
combined financial statements.
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Note 1 - Pro Forma Adjustments and Assumptions
The valuations of intangible assets acquired were based on independent
appraisals. Assuming that the acquisitions had occurred on July 2, 2000, the
purchase price allocations would have been as follows:
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<CAPTION>
Agranat Systems Excess Bandwidth Total
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<S> <C> <C> <C>
Fair value of assets acquired and liabilities assumed $ (273) $ 6,113 $ 5,840
Workforce-in-place 730 1,504 2,234
Customer base 3,455 -- 3,455
Complete technology 9,170 68,426 77,596
In-process research and development 564 79,328 79,892
Deferred compensation resulting from
unvested options assumed 1,346 17,304 18,650
Goodwill 12,218 146,044 158,262
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Total $ 27,210 $ 318,719 $345,929
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(F) To reflect the amortization expense of intangible assets resulting from
the acquisitions of Agranat Systems and Excess Bandwidth, using estimated
useful lives of between three and five years and as if the acquisitions
occurred on April 1, 1999 and April 3, 2000 for the one year and six
month period ended April 2, 2000 and October 1, 2000, respectively.
(G) To reflect the amortization of unearned stock compensation arising from
the assumption of options of Agranat Systems and Excess Bandwidth,
generally over four years and as if the acquisitions occurred on April 1,
1999 and April 3, 2000 for the one year and six month period ended
April 2, 2000 and October 1, 2000, respectively.
(H) Pro forma weighted average shares used in the calculation of Virata pro
forma combined net loss per share have been computed by adding Virata's
historical weighted average shares outstanding to common shares issued
for the acquisitions of Agranat Systems and Excess Bandwidth. Pro forma
weighted average shares excludes shares issued that are subject to
repurchase by Virata.
(I) To eliminate the transactions of Agranat Systems and Excess Bandwidth
included within the results of Virata for the period from acquisition to
October 1, 2000.
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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 December 1, 2000
VIRATA CORPORATION
By: /s/ Andrew M. Vought
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Andrew M. Vought
Chief Financial Officer and Secretary
