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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): APRIL 26, 2000
VA LINUX SYSTEMS, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 000-28369 77-0399299
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(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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 5. OTHER EVENTS.
On April 26, 2000, VA Linux Systems, Inc., a Delaware corporation ("VA
Linux"), and Andover.Net, Inc. ("Andover"), a Delaware corporation, amended and
restated the Agreement and Plan of Reorganization entered into by the parties,
on February 2, 2000, pursuant to which, among other things, VA Linux will
acquire all of the outstanding shares of Andover.
The transaction remains subject to certain closing conditions, including
customary regulatory approvals and the approval of Andover's stockholders.
The press release announcing this transaction is filed as Exhibit 99.1
hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
2.1* Amended and Restated Agreement and Plan of
Reorganization dated April 26, 2000.
99.1 Text of Press Release dated April 26, 2000.
* Incorporated by reference to exhibit 2.1 on VA Linux's Registration Statement
on Form S-4, filed with the Commission on April 27, 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: May 9, 2000 By: /s/ JOHN T. HALL
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John T. Hall
Vice President, Support and
Professional Services
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
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<S> <C>
2.1* Amended and Restated Agreement and Plan of Reorganization
dated April 26, 2000.
99.1 Text of Press Release dated April 26, 2000.
</TABLE>
* Incorporated by reference to exhibit 2.1 on VA Linux's Registration Statement
on Form S-4, filed with the Commission on April 27, 2000.
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Exhibit 99.1
WEDNESDAY APRIL 26, 8:19 PM EASTERN TIME
COMPANY PRESS RELEASE
VA LINUX SYSTEMS AND ANDOVER.NET AMEND THE TERMS OF ACQUISITION AGREEMENT
SUNNYVALE, CALIF. - April 26, 2000 -- Effective today, VA Linux Systems (Nasdaq:
LNUX) and Andover.Net (Nasdaq: ANDN) have amended the terms of the agreement by
which VA Linux will acquire all of the outstanding shares of Andover.Net.
Under the new terms, each share of Andover.Net Common Stock outstanding as of
the closing of the transaction will be exchanged for 0.425 of a share of VA
Linux Systems Common Stock. Based on tax concerns, the parties modified the
previously announced agreement, in which each outstanding share of Andover.Net
Common Stock would have received 0.425 shares of VA Linux Common Stock, reduced
by a pro-rata portion of cash.
About VA Linux Systems
Since 1993, VA Linux Systems (Nasdaq:LNUX) has been a recognized leader in Linux
and Open Source solutions for Internet infrastructure. VA Linux provides a
single point of contact for Linux systems, Open Source software and expertise,
and world-class professional services and support. VA Linux Systems owns and
operates SourceForge(TM), the world's largest Open Source development center, as
well as Linux.com and Themes.org. Headquartered in Sunnyvale, VA Linux is
located on the Web at http://www.valinux.com.
About Andover.Net
Andover.Net (NASDAQ:ANDN) is the leading Linux destination on the Internet.
Serving 60 million page impressions to over 3 million users each month,
Andover.Net (www.Andover.Net) includes the largest news/community site, Slashdot
(slashdot.org); the largest site for programmer resources, Freshmeat.net
(www.freshmeat.net); the leading online support site for Linux and Open Source,
QuestionExchange; and the popular developer e-commerce site, ThinkGeek
(thinkgeek.com). With these sites and our other Linux sites such as FreeCode
(freecode.com) and LinuxDaveCentral (www.linux.davecentral.com), Andover.Net
accounts for over 50% of the visits to Linux destinations on the Internet.
Andover.Net also includes cross-platform sites that provide programmer and
developer resources for users of many popular operating systems in addition to
Linux such as Windows, UNIX and Macintosh.
The proposed acquisition is subject to various risks and uncertainties, which
include, but are not limited to: VA Linux's ability to integrate Andover.Net
into its operations; the timing of new product introductions; pricing pressures
and other competitive factors; and the fact that VA Linux and Andover.Net have
incurred and will continue to incur substantial losses. Further information
regarding these risks will be included in a registration statement on Form S-4
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to be filed by VA Linux with the Securities and Exchange Commission (SEC) in
connection with the merger. Further information on the risks and uncertainties
affecting each company is contained in each company's filings with the SEC,
including their respective S-1 registration statements, VA Linux's Quarterly
Report on Form 10-Q for the period ended January 28, 2000 and Andover.Net's
Annual Report on Form 10-K for the year ending December 31, 2000. The above
mentioned documents contain important information and you are urged to review
them carefully. Each such document is available free of charge at the SEC
Website at www.sec.gov or from the contacts listed below.
Contact:
VA Linux Systems
Patrick Fossenier, 408/543-8054 (IR)
[email protected]
Eureka Endo 408/542-5754 (Media)
[email protected]
or
Andover.Net
Marion Scott, 978/635-5300 ext. 160 (IR)
[email protected]
Janet Holian, 978/635-5300 ext. 104 (Media)
[email protected]
or
Access Communications
Wendi Taylor, 415/904-7070
[email protected]
or
Schwartz Communications, Inc.
Leah Barrett, 781/684-0770
Chris Stamm, 781/684-0770
[email protected]
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