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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): February 10, 2000
VIRATA CORPORATION
(Exact Name Of Registrant As Specified In Its Charter)
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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.
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On February 10, 2000, Virata Corporation, a Delaware corporation (the
"Registrant"), acquired all of the outstanding capital stock of D2
Technologies, Inc., a California corporation ("D2 Technologies"), for an
aggregate purchase price of $90 million, based on an agreed upon price per share
of Registrant's common stock of $36.00 (the "Acquisition"). Holders of D2
Technologies common stock and preferred stock will receive shares of the
Registrant's common stock based on an exchange ratio of approximately 0.39 and
0.45 Registrant shares, respectively, in exchange for each of their shares of D2
Technologies. In addition, the Registrant has assumed all of the outstanding D2
Technologies 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 D2 Technologies, with D2 Technologies as the surviving
corporation. As a result of the merger, D2 Technologies became a wholly-owned
subsidiary of the Registrant. The consideration paid by the Registrant for D2
Technologies' outstanding capital stock was negotiated at arm's length between
the parties on the basis of the Registrant's assessment of the value of D2
Technologies and its capital stock, following an investigation of, and
discussions with D2 Technologies and its representatives concerning D2
Technologies, its business, and prospects. Certain of D2 Technologies' officers,
including David Y. Wong, President of D2 Technologies, and David M. Lindsay,
Chief Engineer of D2 Technologies, have entered into employment and related
agreements with the Registrant. To the Registrant's knowledge, there is no
other material relationship between any of the former stockholders of D2
Technologies 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.
None of the required financial statements are 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 April 23, 2000.
(b) Pro Forma Financial Information.
None of the required pro forma financial information is currently
available. Pursuant to paragraph (b)(2) of Item 7, the required pro forma
financial information will be filed as soon as practicable, but in no event
later than April 23, 2000.
(c) Exhibits
Exhibit No. Description
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99.1 Press Release, dated February 14, 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 February 15, 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
Sequentially
Exhibit No. Description Numbered Page
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99.1 Press Release, dated February 14, 2000,
announcing the completion of the acquisition.
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Exhibit 99.1
Virata Completes D2 Technologies Acquisition to Secure Strategic Voice
Technology
Virata Gains Access to D2's Voice Software Technology, Intellectual
Property and Customer Base
SANTA CLARA, Calif., Feb. 14 /PRNewswire/ -- Virata Corporation today
announced that it has completed its acquisition of D2 Technologies, Inc., a
leading supplier of telephony and voice over IP software that is currently being
used by many of the top 10 telecommunications equipment providers worldwide. The
acquisition, which has been accounted for as a purchase, was completed just
three weeks after entering into the definitive merger agreement with D2
Technologies. Under the terms of the merger agreement, Virata will issue shares
of its common stock with an aggregate value of $90 million, based on a
negotiated per share price of Virata's common stock at the time the merger
agreement was executed, to acquire all of the outstanding shares of D2.
"Virata is on a extremely aggressive pathway to dominate the DSL and
broadband wireless local loop markets and this acquisition marks a significant
step towards achieving that goal," said chief executive officer Charles Cotton.
"While the company maintains a breadth of software and hardware expertise in-
house, we plan to pursue strategic acquisitions such as this one whenever we see
a key technology needed to accelerate future growth.
"The majority of our customer base is moving towards integrating voice
into their DSL equipment," added Cotton. "The D2 acquisition provides Virata
with the voice technology necessary for products targeting the next big wave in
communications products -- integrated data and voice over a single twisted pair
connection."
Effective immediately, Virata plans to expand operations at D2's Santa
Barbara facility in order to speed the delivery of voice solutions and reference
designs.
About Virata
Santa Clara-based 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
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solutions enable customers to develop a diverse range of DSL equipment
including modems, gateways and routers targeted at the voice and high-speed data
network access, or broadband, market. The 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 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.
For more information on Virata Corporation at no cost, please call 1-800-
PRO-INFO (U.S.) or 732-544-2850 (Int'l), ticker symbol VRTA.
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