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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): JUNE 7, 2000
VA LINUX SYSTEMS, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 000-28369 77-0399299
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(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
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1382 BORDEAUX DRIVE
SUNNYVALE, CALIFORNIA 94089
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(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(408) 542-8600
NOT APPLICABLE
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 7, 2000, VA Linux Systems, Inc. ("VA Linux") closed its acquisition
of Andover.Net, Inc., a Delaware corporation ("Andover.Net") pursuant to an
Agreement and Plan of Reorganization (the "Agreement") between VA Linux, Atlanta
Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of
VA Linux ("Sub"), and Andover.Net, dated as of February 3, 2000, and amended on
April 26, 2000. Under the Agreement, Sub merged with and into Andover.Net, and
Andover.Net continued as the surviving corporation, becoming a wholly-owned
subsidiary of VA Linux (the "Merger"). Pursuant to the Agreement, VA Linux
acquired all of the outstanding shares of Andover.Net. Each share of Andover.Net
Common Stock outstanding as of the closing of the transaction was exchanged for
0.425 of a share of VA Linux Common Stock. The Merger is intended to qualify as
a reorganization under Section 368 of the Internal Revenue Code of 1986, as
amended, and is being accounted for as a purchase.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) The financial statements are unavailable as of the date of this
filing. Such information will be filed on or before the sixtieth day
following the filing date of this Current Report on Form 8-K.
(b) The pro forma financial information is unavailable as of the date of
this filing. Such information will be filed on or before the sixtieth
day following the filing date of this Current Report on Form 8-K.
(c) Exhibits
99.1 Text of Press Release dated June 7, 2000.
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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.
VA LINUX SYSTEMS, INC.
a Delaware corporation
Dated: June 22, 2000 By: /s/ LARRY M. AUGUSTIN
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Larry M. Augustin
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit Number Description
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99.1 Text of Press Release dated June 7, 2000.
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