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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): July 24, 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 5. Other Events.
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Acquisition of Agranat Systems, Inc.
On July 25, 2000, Virata Corporation, a Delaware corporation (the
"Registrant"), announced that it had entered into an Agreement and Plan of
Merger (the "Merger Agreement"), under which the Registrant will acquire Agranat
Systems, Inc., a Massachusetts corporation ("Agranat"), in a stock-for-stock
transaction, with an aggregate purchase price of approximately $27 million. The
transaction will be accounted for under the purchase method of accounting. A
copy of the Merger Agreement is attached hereto as Exhibit 2.1.
The Merger Agreement sets forth the terms and conditions of the merger of a
wholly owned subsidiary of Registrant with and into Agranat. Upon consummation
of the proposed acquisition, Agranat shall become a wholly owned subsidiary of
Registrant. Upon the closing of the transaction, each holder of Agranat capital
stock will receive approximately 0.178 shares of the Registrant's common stock
in exchange for each share held and each holder of Agranat warrants will receive
0.176 shares of the Registrant's common stock in exchange for each warrant held.
Registrant will issue approximately 492,000 shares of its common stock for all
of Agranat's issued and outstanding shares of capital stock and options and
warrants to purchase shares of Agranat capital stock. Ten percent of the shares
of the Registrant common stock to be issued pursuant to the acquisition will be
placed in an escrow. In addition, affiliates of Agranat holding more than 50%
of Agranat's capital stock have agreed to vote in favor of the merger.
Consummation of the merger is subject to a number of customary conditions,
including the approval of the merger by the shareholders of Agranat. The merger
is expected to close in the third quarter of calendar 2000. A copy of the press
release announcing this transaction is included herein as Exhibit 99.1 and is
incorporated by reference into this Item 5.
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Item 7. Financial Statements, Pro Forma and Exhibits.
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(c) Exhibits
Exhibit No. Description
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2.1 Agreement and Plan of Merger dated as of July 24, 2000
among Virata Corporation, Agranat Systems, Inc., Agranat
Acquisition, Inc. and Owen Robbins, as Securityholder
Agent.
99.1 Press Release issued July 25, 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 August 3, 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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2.1 Agreement and Plan of Merger dated as of July 24, 2000 among
Virata Corporation, Agranat Systems, Inc., Agranat
Acquisition, Inc. and Owen Robbins, as Securityholder Agent.
99.1 Press Release issued July 25, 2000.
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