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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
January 5, 2001
Date of Report (Date of earliest event reported):
Centillium Communications, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-30649 94-326350
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
47211 Lakeview Boulevard, Fremont, California 94538
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (510) 771-3700
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Item 2. Acquisition or Disposition of Assets
On January 5, 2001, we completed the acquisition of vEngines, Inc.
("vEngines") in accordance with the Amended and Restated Merger Agreement and
Plan of Reorganization (the "Acquisition Agreement") dated as of October 5,
2000, a copy of which is attached hereto as Exhibit 2.1 and is incorporated
herein by this reference.
In connection with the acquisition, we issued 813,915 shares of our
common stock in exchange for all outstanding shares of vEngines preferred and
common stock. In addition, we assumed all outstanding options to purchase shares
of common stock of VEngines, which converted into 59,344 options to purchase
shares of our common stock. The share issuances were exempt from registration
pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended. A
portion of the shares issued will be held in escrow pursuant to the terms of the
Acquisition Agreement.
The merger is structured as a tax-free reorganization under Section
368 of the Internal Revenue Code of 1986, as amended, and will be accounted for
under the "purchase" method of accounting. We expect to record a one-time
charge for purchased in-process research and development expenses related to the
acquisition in the first fiscal quarter, ending March 31, 2001. The amount of
the one-time charge has not yet been determined.
The above description of the acquisition is a summary only. You
should read the documents filed as exhibits to this report for a complete
understanding of the acquisition.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
We will file any required financial statements by amendment to
this report as soon as possible, but not later than sixty days after this report
was required to be filed initially.
(b) Pro Forma Financial Information
We will file any required financial statements by amendment to
this report as soon as possible, but not later than sixty days after this report
was required to be filed initially.
(c) Exhibits
2.1 Agreement and Plan of Reorganization by and among Centillium
Communications, Inc., Eugene Acquisition Corp., and
VEngines, Inc. dated as of October 5, 2000, as amended
December 19, 2000
99.1 Press release dated January 8, 2001
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SIGNATURES
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.
CENTILLIUM COMMUNICATIONS, INC.
Date: January 19, 2001 By: /s/ John Luhtala
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John Luhtala,
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Amended and Restated Merger Agreement and Plan of Reorganization
by and among Centillium Communications, Inc., Eugene Acquisition
Corp., vEngines, Inc. and other parties signatory, dated as of
October 5, 2000, as amended December 19, 2000
99.1 Press release dated January 8, 2001
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