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UNITED STATES
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): December 21, 2000
TELOCITY DELAWARE, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 333-94271 77-0467929
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(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
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10355 North DeAnza Blvd.
Cupertino, California 95014
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (408) 863-6600
Not Applicable
(Former name or former address, if changed since last report)
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
Effective September 5, 2000, Leo J. Hindery resigned as a Director of
the Board of Telocity Delaware, Inc. ("Telocity"). Effective December 13, 2000,
Edmund Sanctis resigned as a Director of the Board of Telocity. Effective
December 19, 2000, Elisabeth Sami and James Scheinman were appointed to the
Board of Directors of Telocity to seats held by NBC and NBCi, respectively.
On December 21, 2000, Telocity entered into an Agreement and Plan of
Merger with Hughes Electronics Corporation, and DIRECTV Broadband Inc.
("Agreement"). A copy of the Agreement is attached hereto as Exhibit 2.1.
In connection with the Agreement, certain shareholders of Telocity
entered into a Tender and Stockholder Support Agreement, dated as of December
21, 2000, with Hughes Electronics Corporation, and DIRECTV Broadband Inc.
("Tender Agreement"). A copy of the Tender Agreement is attached hereto as
Exhibit 2.2.
Telocity stockholders are advised to read the tender offer statement and the
solicitation/recommendation statement regarding the acquisition, which will be
filed with the Securities and Exchange Commission upon the commencement of the
tender offer. The tender offer statement (including an offer to purchase, letter
of transmittal and related tender offer documents) and the
solicitation/recommendation statement will contain important information which
should be read carefully before any decision is made with respect to the offer.
Telocity stockholders may obtain a free copy of the tender offer statement and
the solicitation/recommendation statement when it is available and other
documents filed by Hughes and Telocity with the SEC at the SEC's Web site at
www.sec.gov. The tender offer statement and the solicitation/recommendation
statement and these other documents may also be obtained by Telocity
stockholders without cost to them from Hughes and Telocity.
Item 7. Exhibits.
Exhibit No. Description
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2.1 Agreement and Plan of Merger among Hughes Electronics
Corporation, DIRECTV Broadband Inc. and Telocity Delaware, Inc.,
dated as of December 21, 2000.
2.2 Tender and Stockholder Support Agreement, dated as of December
21, 2000, by and among Hughes Electronics Corporation, DIRECTV
Broadband Inc., and certain stockholders of Telocity Delaware,
Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Telocity Delaware, Inc.
Date: December 28, 2000 By:/s/ Edward Hayes
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Edward Hayes
Executive Vice President, Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No. Description
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2.1 Agreement and Plan of Merger among Hughes Electronics
Corporation, DIRECTV Broadband Inc. and Telocity Delaware, Inc.,
dated as of December 21, 2000.
2.2 Tender and Stockholder Support Agreement, dated as of December
21, 2000, by and among Hughes Electronics Corporation, DIRECTV
Broadband Inc., and certain stockholders of Telocity Delaware,
Inc.
