<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
JULY 1, 2000
Date of Report
(Date of earliest event reported)
AVOCENT CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
000-30575 91-2032368
(Commission File No.) (IRS Employer Identification Number)
4991 CORPORATE DRIVE
HUNTSVILLE, ALABAMA 35805
(Address of Principal Executive Offices)
256-430-4000
(Registrant's Telephone Number, Including Area Code)
<PAGE>
Effective July 1, 2000, Apex Inc., a Washington corporation ("Apex"),
and Cybex Computer Products Corporation, an Alabama corporation ("Cybex") merged
into Avocent Corporation, a Delaware corporation (the "Registrant") pursuant to
an Agreement and Plan of Reorganization, dated as of March 8, 2000, (the
"Acquisition Agreement") (the "Merger"). In connection with the Merger, (a) each
outstanding share of common stock of Apex ("Apex Common Stock") and each
outstanding option to purchase shares of Apex Common Stock was converted into
1.0905 shares or options to purchase shares, as the case may be, of the
Registrant's Common Stock and (b) each outstanding share of common stock of
Cybex ("Cybex Common Stock") and each outstanding option to purchase shares of
Cybex Common Stock was converted into one share or option to purchase shares, as
the case may be, of the Registrant's Common Stock.
The Merger was initially reported on a Current Report on Form 8-K dated
July 1, 2000, filed July 10, 2000, and is being amended hereby to include the
financial statements required by Item 7.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
(1) (i) The audited financial statements of Apex Inc. as
of December 31, 1999 and 1998 and for each of the
three years ended December 31, 1999, together with
the report thereon of PricewaterhouseCoopers LLP,
independent accountants, are incorporated herein by
reference from Apex's Annual Report on Form 10-K
filed with the Securities and Exchange Commission on
March 30, 2000, amended on May 25, 2000 (File No.
000-21959) and
(ii) the unaudited financial statements of Apex Inc.
at June 30, 2000 and for the six month periods ended
June 30, 2000 and July 2, 1999 are incorporated
herein by reference from Apex's Quarterly Report on
Form 10-Q filed with the Securities and Exchange
Commission on August 11, 2000 (File No. 000-21959).
(2) (i) The audited financial statements of Cybex
Computer Products Corporation as of March 31, 2000
and 1999 and for each of the three years ended March
31, 2000, together with the report thereon of
PricewaterhouseCoopers LLP, independent accountants,
are incorporated herein by reference from Cybex's
Annual Report on Form 10-K filed with the Securities
and Exchange Commission on June 22, 2000 (File No.
000-26496) and
<PAGE>
(ii) the unaudited financial statements of Cybex
Computer Products Corporation as of June 30, 2000 and
for the three month periods ended June 30, 2000 and
July 2, 1999 are incorporated herein by reference
from Cybex's Quarterly Report on Form 10-Q filed with
the Securities and Exchange Commission on August 14,
2000 (File No. 000-26496).
(b) PRO FORMA FINANCIAL INFORMATION.
The following unaudited pro forma financial information
required by this Item 7(b) of Form 8-K is attached hereto:
(1) Unaudited pro forma condensed combined statement of
operations of the Registrant for the year ended
December 31, 1999,
(2) Unaudited pro forma condensed combined statement of
operations of the Registrant for the six months ended
June 30, 2000, and
(3) Unaudited pro forma condensed combined balance sheet of
the Registrant as of June 30, 2000.
(c) EXHIBITS.
2.1 Agreement and Plan of Reorganization between Apex
Inc., a Washington corporation, Avocent Corporation
(formerly known as Aegean Sea Inc.), a Delaware
corporation, and Cybex Computer Products Corporation,
an Alabama corporation, dated as of March 8, 2000.
(Incorporated by reference to Annex A of the Joint
Proxy Statement/Prospectus of the Registrant included
in the Registration Statement on Form S-4 filed on
March 31, 2000 (File No. 333-33768) (the "Joint Proxy
Statement/Prospectus")).
2.2 Form of Apex Voting Agreement dated as of March 8,
2000 entered into by Cybex, certain Apex shareholders
and Apex. (Incorporated by reference to Annex F of
the Joint Proxy Statement/Prospectus included in the
Registrant's Form S-4).
2.3 Form of Cybex Voting Agreement dated as of March 8,
2000 entered into by Apex, certain Cybex shareholders
and Cybex. (Incorporated by reference to Annex G of
the Joint Proxy Statement/Prospectus included in the
Registrant's Form S-4)
3.1 Specimen certificate for Registrant's Common Stock.
(Incorporated by reference to the Registrant's Form
S-4).
<PAGE>
UNAUDITED PRO FORMA CONDENSED COMBINED
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
APEX CYBEX PRO FORMA PRO FORMA
ADJUSTMENTS COMBINED
----------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales............................................................. $107,288 $109,381 $ $216,669
Cost of sales......................................................... 57,374 50,709 108,083
Amortization of developed technology.................................. -- -- 11,898(a) 11,898
----------------------------------------------------------
Gross profit....................................................... 49,914 58,672 (11,898) 96,688
----------------------------------------------------------
Research and development.............................................. 6,544 6,476 13,020
Acquired research and development and other acquisition expenses...... -- 4,312 4,312
Selling, general and administrative................................... 14,074 24,382 17,454(b) 55,910
Amortization of intangibles........................................... -- 497 111,230(c) 111,727
----------------------------------------------------------
Total operating expenses........................................... 20,618 35,667 128,684 184,969
----------------------------------------------------------
Income (loss) from operations......................................... 29,296 23,005 (140,582) (88,281)
Interest income and other............................................. 3,053 1,680 4,733
----------------------------------------------------------
Income (loss) before taxes............................................ 32,349 24,685 (140,582) (83,548)
Provision for income taxes............................................ 11,106 8,225 (7,613)(d) 11,718
----------------------------------------------------------
Net income (loss).................................................. $21,243 $16,460 $(132,969) $(95,266)
==========================================================
Earnings (loss) per share:
Basic.......................................................... $1.03 $0.86 $(2.27)
Diluted........................................................ $0.99 $0.81 $(2.27)
Weighted average shares outstanding:
Basic.......................................................... 20,618 19,081 41,925(e)
Diluted........................................................ 21,564 20,269 41,925
</TABLE>
See accompanying notes to unaudited pro forma condensed combined
financial statements.
<PAGE>
UNAUDITED PRO FORMA CONDENSED COMBINED
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2000
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
APEX CYBEX PRO FORMA PRO FORMA
ADJUSTMENTS COMBINED
---------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales............................................................. $64,691 $71,677 $136,368
Cost of sales......................................................... 34,239 32,858 67,097
Amortization of developed technology.................................. -- -- $5,949 5,949
---------------------------------------------------------
Gross profit....................................................... 30,452 38,819 (5,949) 63,322
---------------------------------------------------------
Research and development.............................................. 3,123 3,975 7,098
Acquired research and development and other acquisition expenses...... -- 977 977
Selling, general and administrative................................... 8,836 16,291 7,317 32,444
Amortization of intangibles........................................... -- -- 55,615 55,615
---------------------------------------------------------
Total operating expenses........................................... 11,959 21,243 62,932 96,134
---------------------------------------------------------
Income (loss) from operations......................................... 18,493 17,576 (68,881) (32,812)
Interest income and other............................................. 1,989 293 2,282
---------------------------------------------------------
Income (loss) before taxes............................................ 20,482 17,869 (68,881) (30,530)
Provision for income taxes............................................ 6,941 5,991 (3,807) 9,125
---------------------------------------------------------
Net income (loss).................................................. $13,541 $11,878 $(65,074) $(39,655)
=========================================================
Earnings (loss) per share:
Basic........................................................... $0.64 $0.61 $(0.93)
Diluted......................................................... $0.60 $0.57 $(0.93)
Weighted average shares outstanding:
Basic........................................................... 21,161 19,336 42,517
Diluted......................................................... 22,458 20,851 42,517
</TABLE>
See accompanying notes to unaudited pro forma condensed combined
financial statements.
<PAGE>
UNAUDITED PRO FORMA CONDENSED COMBINED
BALANCE SHEET
AS OF JUNE 30, 2000
(IN THOUSANDS)
<TABLE>
<CAPTION>
APEX CYBEX PRO FORMA PRO FORMA
ADJUSTMENTS COMBINED
----------------------------------------------------------
<S> <C> <C> <C> <C>
ASSETS
Current assets
Cash and cash equivalents.......................................... $16,498 $34,878 $51,376
Investments maturing within 1 year................................. 65,299 4,985 70,284
----------------------------------------------------------
Total cash and investments...................................... 81,797 39,863 121,660
Accounts receivable, net........................................... 21,117 26,557 53,674
Inventories........................................................ 8,383 12,977 21,360
Prepaid expenses and other current assets.......................... 528 1,172 1,700
Deferred tax assets................................................ 612 2,684 3,296
----------------------------------------------------------
Total current assets............................................ 118,437 83,253 201,690
Investments........................................................... 3,289 8,647 11,936
Property held for lease............................................... -- 1,545 655(f) 2,200
Property, plant and equipment, net.................................... 1,722 12,687 1,782(f) 16,191
Intangibles, net...................................................... -- 6,404 606,674(g) 613,078
Other................................................................. 2,776 2,066 4,842
----------------------------------------------------------
Total assets.......................................................... $126,224 $114,602 $609,111 $849,937
==========================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable................................................... $1,192 $8,393 $9,585
Income taxes....................................................... 1,064 5,956 34,704(h) 41,724
Accrued expenses................................................... 6,238 7,617 6,737(I) 20,592
----------------------------------------------------------
Total current liabilities....................................... 8,494 21,966 41,441 71,901
----------------------------------------------------------
Shareholders' equity
Common stock....................................................... 76,456 35,354 760,117(j) 871,927
Accumulated other comprehensive income............................. (112) (391) 391(k) (112)
Deferred compensation.............................................. -- -- (41,165)(l) (41,165)
Retained earnings (deficit)........................................ 41,386 57,673 (151,673)(m) (52,614)
----------------------------------------------------------
Total shareholders' equity...................................... 117,730 92,636 567,670 778,036
----------------------------------------------------------
Total liabilities and shareholders' equity............................ $126,224 $114,602 $609,111 $849,937
==========================================================
</TABLE>
See accompanying notes to unaudited pro forma condensed combined
financial statements.
<PAGE>
AVOCENT CORPORATION
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
NOTE 1-BASIS OF PRESENTATION:
The merger of Apex and Cybex has been accounted for as a purchase of
Cybex by Apex. The unaudited pro forma condensed combined statement of
operations combines Apex's and Cybex's historical statements of operations
for the year ended December 31, 1999 and the six months ended June 30, 2000
and gives effect to the merger including the amortization of goodwill and
other intangible assets, as if the merger occurred as of January 1, 1999. The
unaudited pro forma condensed combined balance sheet presents the financial
position of the combined entity as if the merger took place as of June 30,
2000 and allocates the total purchase consideration of the fair values of the
assets and liabilities of Cybex, based on the completed valuation.
The historical financial information has been derived from the
respective historical financial statements of Apex and Cybex, and should be
read in conjunction with these financial statements and the related notes
incorporated by reference. Cybex has a March 31 year end. Historical
financial information for Cybex for the year ended December 31, 1999 and the
six months ended June 30, 2000 included in the pro forma statements were
derived from quarterly and annual financial information filed on Forms 10-Q
and Forms 10-K in 1999 and 2000. The pro forma balance sheet at June 30, 2000
consists of the historical balance sheets of Cybex and Apex as of June 30,
2000.
There were no material differences in the accounting policies of Apex
and Cybex for the periods presented.
NOTE 2-PURCHASE ACCOUNTING AND PRO FORMA ADJUSTMENTS:
PURCHASE PRICE
Since the mergers will be accounted for as a purchase of Cybex by Apex,
the Avocent shares and options to be issued to Cybex shareholders were converted
into equivalent Apex shares and options to determine the purchase consideration.
The number of equivalent Apex shares was determined by dividing the number of
Avocent shares by the Apex exchange ratio, 1.0905.
<TABLE>
<CAPTION>
AVOCENT EQUIVALENT APEX
NUMBER WEIGHTED NUMBER WEIGHTED
AVERAGE AVERAGE
EXERCISE PRICE EXERCISE PRICE
PER SHARE PER SHARE
--------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares................................................... 19,441 17,827
Options......................................................... 2,363 $13.78 2,167 $15.03
</TABLE>
The market value of a share of common stock of Apex was $40.60,
determined by using the average quoted market price of the Apex common stock
over a five day period, including the day of and for the two days preceding and
following the announcement of the mergers. The purchase consideration for
outstanding Cybex common stock was $723,788.
The value of the equivalent Apex options to be exchanged for vested
and nonvested Cybex options has been included in the purchase price, except
for $41,165 of deferred compensation expense recorded in equity relating to
the intrinsic value of non-vested options. The fair value of the equivalent
options to be issued was determined to be $71,683 using the following
assumptions:
- Risk free interest rate range of 6.33%-6.45%
- Expected holding periods of 2-7 years
- Dividend yield of 0.0%
- Expected volatility of 54.0%
<PAGE>
In addition, Cybex liabilities of $22.0 million and Apex incurred
acquisition costs totaling $6.7 million were included in the total purchase
price.
A summary of the purchase consideration is as follows:
<TABLE>
<CAPTION>
<S> <C>
Common stock................................................................................. $723,788
Outstanding options.......................................................................... 30,518
Assumed liabilities and acquisition costs.................................................... 28,703
-------------
Total purchase consideration........................................................... $783,009
=============
</TABLE>
ALLOCATION OF PURCHASE PRICE
The acquisition was recorded under the purchase method of accounting.
The total purchase price of $783,009 was allocated to the fair value of the
assets acquired as follows:
<TABLE>
<CAPTION>
AMORTIZATION LIFE
-----------------
<S> <C> <C>
Tangible assets........................................................... $110,635 -
Patents and trademarks.................................................... 12,018 5-7 years
In-process research and development....................................... 94,000 -
Developed technology...................................................... 59,490 5 years
Assembled workforce....................................................... 1,600 3 years
Reseller network.......................................................... 17,000 3 years
Deferred tax liability on certain assets acquired......................... (34,704) Various
Goodwill.................................................................. 522,970 5 years
--------------
Total.................................................................. $783,009
==============
</TABLE>
IN-PROCESS RESEARCH AND DEVELOPMENT
The fair value of the purchased in-process research and development was
determined using the income approach excess earnings method based on the future
cash flows that are projected to be generated by the products under development
over their economic lives.
In-process research and development activities consist of hardware and
software product concept formulation, engineering prototyping, software code
programming and testing procedure design and development. The important elements
of the in-process projects at the time of acquisition include product concepts
and designs, software code, test specifications and processes and pre-prototype
models. The fair value of the in-process products has been determined on a
product-line basis. Material cash inflows from significant projects are
projected to commence in 2001.
Cybex has several switch, extension and remote access projects in
process. The primary focus of the in-process projects involves developments that
are expected to have reduced cost and increased functionality. As of the date
the merger agreement was signed, the individual projects were in various stages
of completion. These products are projected to be introduced in the years 2000
through 2001.
The research and development projects underway generally involve
integrating the capabilities of the recent Cybex acquisitions of PixelVision
Technology, Inc. (integrated, high-information-content, digital display
technology) and Fox Network Systems Corporation (remote access technology for
the
<PAGE>
control and operation of personal computers and network servers from remote
locations over telecommunications networks) and the recent technology licenses
from Mobility Electronics (PCI bus technology). Using these patented and
unpatented intellectual property technologies with Cybex's own patented and
unpatented KVM technology, the major R&D projects currently in development are:
- VIDEO ENHANCEMENT. This is a project to improve and enhance
the quality of the video fed to a display monitor when that
monitor is separated from the source of the video signal
(typically one or more network servers) by several hundred
feet, and involves hardware improvements in Cybex's existing
extension technology. This project is designed to integrate
PixelVision's display technology and Fox's remote access
technology in existing Cybex products.
- REMOTE ACCESS IMPROVEMENTS. This project involves
incorporating the remote access technology originally acquired
from Fox into Cybex's existing KVM products and developing
new, stand-alone remote access products in order to improve
both the speed of access and the features available to remote
users. This project also incorporates the video compression
and enhancement technology used by PixelVision in the
development of its digital display technology, and this
project is designed to incorporate this digital technology in
the remote access products to handle KVM signals in digital
rather than analog format. Other remote access improvements
under review include porting the licensed remote PCI bus
technology and universal, 32-bit, "no compromises" docking
solutions from Mobility Electronics into Cybex's remote access
products, KVM switches, and developing products with this
technology for the desktop computer and network server
markets.
- SERVER MANAGEMENT PARAMETERS. This project is focused on
increasing the number of servers managed, the number of users
managing them, and the parameters that are available to manage
them. This project involves increasing the available matrix of
servers and users as well as providing enhancements in the
nature of better, more sensitive mouse support, better
portability (hot plugability), and better diagnostics.
The work to be performed in these projects varies, but the projects can
be described as forty to seventy percent complete. The risks to successful
commercialization are substantial--for instance, the engineering work to
compress and alternate video between digital and analog signals involves
significant risk of failure. In addition, there are the risks that the
technology may not perform as anticipated, that the projects (or the
technology) may infringe on the intellectual property rights of third parties,
and that the projects may not result in commercially marketable or profitable
products.
SIGNIFICANT ASSUMPTIONS
The new generation of products under development are projected to sell
through sales channels and to customers that are substantially the same as
current and historical channels and customers. Pricing and margins will differ
from historical levels due to anticipated competitive pressure, and are
projected to be lower overall on higher unit volume. All technology projections
were developed within the context of an overall revenue growth rate for the
company of 40% to 60% annually, based on historical results and industry
prospects.
Core Technology:
<PAGE>
REVENUE GROWTH - The core technology is embodied in products in various
stages of the product life cycle. These products have estimated remaining lives
ranging from one to six years. The aggregate revenue growth rate for these
products is as follows:
<TABLE>
<CAPTION>
YEAR
----
1 2 3 4 5 6
--- --- --- --- --- -
<S> <C> <C> <C> <C> <C> <C>
Growth........................................................ 22.5% 2.5% -20.9% -19.3% -48.4% -50.0%
</TABLE>
OPERATING MARGINS - Operating margins are projected to remain
relatively constant for these products over their remaining lives as follows:
<TABLE>
<CAPTION>
YEAR
----
1 2 3 4 5 6
--- --- --- --- --- ---
<S> <C> <C> <C> <C> <C> <C>
Operating Margin...................................................... 31.4% 31.8% 31.9% 30.6% 30.3% 29.5%
</TABLE>
DISCOUNT RATE - The discount rate for the core technologies has been
estimated at 15%.
In-Process Research and Technology:
REVENUE GROWTH - The in-process technology is embodied in products to
be launched in fiscal years 2001 and 2002. These products have estimated
economic lives ranging from five to seven years. The product life cycle is
characterized by an approximate 2 year ramp up period, followed by a 2 to 3 year
plateau exhibiting a growth rate of 25% to 50%, followed by a 2 to 3 year
decline period. The aggregate revenue growth rate for these products is as
follows:
<TABLE>
<CAPTION>
YEAR
----
1 2 3 4 5 6 7
--- --- --- --- --- --- ---
<S> <C> <C> <C> <C> <C> <C> <C>
Growth............................................. n/a 208.0% 101.0% 51.0% -8.9% -33.0% -50.8%
</TABLE>
OPERATING MARGIN - Operating margins are projected to remain relatively
constant for these products over their remaining lives, with aggregate margins
declining in later years due to shifts in product mix, as follows:
<TABLE>
<CAPTION>
YEAR
----
1 2 3 4 5 6 7
--- --- --- --- --- --- ---
<S> <C> <C> <C> <C> <C> <C> <C>
Operating Margin..................................... 30.9% 30.3% 30.5% 30.1% 30.4% 25.0% 25.0%
</TABLE>
DISCOUNT RATE - The discount rate for the in-process research and
development has been estimated at 25%.
Development Costs:
We estimate that approximately $2,700,000 will be needed in additional
development costs relating to the in-process research and development which will
be largely completed within the year 2001.
PRO FORMA ADJUSTMENTS
The following adjustments were applied to the historical statements of
operations to arrive at the unaudited pro forma condensed combined statement of
operations and the historical balance sheets to arrive at the unaudited pro
forma condensed combined balance sheet:
<PAGE>
(a) Reflects the additional amortization expense of core
technology for the year ended December 31, 1999 and the six
months ended June 30, 2000 using the straight-line method over
its estimated useful life of 5 years.
(b) Reflects the additional depreciation expense on the write-up
of property and equipment of $487 and $244 for the year ended
December 31, 1999 and the six months ended June 30, 2000,
respectively, using the straight-line method over their
estimated useful lives of predominately 5 years. Also reflects
the amortization of deferred compensation related to the
intrinsic value of unvested Cybex options of $16,967 and 7,073
for the year ended December 31, 1999 and the six months ended
June 30, 2000, respectively, using the straight-line method
over the options remaining vesting period.
(c) Reflects the additional amortization expense of intangible
assets of $111,230 and $55,615 for the year ended December 31,
1999 and the six months ended June 30, 2000, respectively,
using the straight-line method over their estimated useful
lives of 3 to 7 years.
(d) Reflects the income tax benefit of the additional amortization
for the write-up of certain assets and the values assigned to
core technology, workforce, reseller network, patents
trademarks of $7,613 and $3,807 for the year ended December
31, 1999 and the six months ended June 30, 2000.
(e) Shares used in the per share calculations reflect a weighted
average number of shares of Avocent common stock based on the
number of weighted average Apex shares and 19,441 shares of
Avocent common stock issued to Cybex shareholders as if they
were outstanding from January 1, 1999.
(f) Reflects the increase to the fair value of property, plant and
equipment based upon the appraisals.
(g) Reflects the allocation of purchase consideration to
intangibles based upon the appraisals.
(h) Reflects the income tax benefit as discussed in item (d)
above.
(i) Reflects accrual for acquisition costs.
(j) Reflect the allocation of purchase consideration to common
stock and option, less the Cybex historical balance.
(k) Reflects elimination of Cybex comprehensive income.
(l) Reflects deferred compensation expense recorded related to the
intrinsic value of unvested Cybex options outstanding on June
30, 2000.
(m) Reflects elimination of Cybex retained earnings and the
immediate writeoff of in-process research and development of
$94 million.
In-process research and development costs in the amount of $94,000,
which was written off immediately after the transaction is complete and
compensation charges related to the acceleration of
<PAGE>
vesting on certain executives' options to purchase Apex common stock, have been
excluded from the unaudited pro forma condensed combined statements of
operations.
Basic and diluted net loss per share is the same because common stock
equivalents would be anti-dilutive.
As a result of the merger on July 1, 2000, 23,331 and 19,441
shares of Avocent common stock were issued to Apex and Cybex shareholders,
respectively. This resulted in a total of 42,772 outstanding shares of
Avocent common stock as of July 1, 2000.
<PAGE>
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.
Date: September 13, 2000 AVOCENT CORPORATION
By: /s/ Samuel F. Saracino
------------------------------------
Samuel F. Saracino
Senior Vice President, Legal and
Corporate Affairs, General
Counsel and Secretary
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
-------------- -------------------------------------------------------------
<S> <C>
2.1 Agreement and Plan of Reorganization between Apex Inc., a
Washington corporation, Avocent Corporation (formerly known as
Aegean Sea Inc.), a Delaware corporation, and Cybex Computer
Products Corporation, an Alabama corporation, dated as of
March 8, 2000. (Incorporated by reference to Annex A of the
Joint Proxy Statement/Prospectus of the Registrant included in
the Registration Statement on Form S-4 filed on March 31, 2000
(File No. 333-33768) (the "Joint Proxy
Statement/Prospectus")).
2.2 Form of Apex Voting Agreement dated as of March 8, 2000
entered into by Cybex, certain Apex shareholders and Apex.
(Incorporated by reference to Annex F of the Joint Proxy
Statement/Prospectus included in the Registrant's Form S-4).
2.3 Form of Cybex Voting Agreement dated as of March 8, 2000
entered into by Apex, certain Cybex shareholders and Cybex.
(Incorporated by reference to Annex G of the Joint Proxy
Statement/Prospectus included in the Registrant's Form S-4).
3.1 Specimen certificate for Registrant's Common Stock.
(Incorporated by reference to the Registrant's Form S-4).
</TABLE>
