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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): November 3, 2000
AVOCENT CORPORATION
(Exact Name of Registrant as Specified in Charter)
DELAWARE 000-30575 91-2032368
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
4912 RESEARCH DRIVE
HUNTSVILLE, ALABAMA 35805
(Address of Principal Executive Offices / Zip Code)
(205) 430-4000
(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets.
Pursuant to the terms and conditions of a Plan and Agreement
of Merger, entered into as of November 3, 2000, by and among Registrant, Blue
Marlin Acquisition Corporation, a Florida corporation and wholly-owned
subsidiary of Registrant (the "Subsidiary"), Equinox Systems Inc., a Florida
corporation ("Equinox"), the respective Board of Directors of Registrant,
Subsidiary and Equinox have approved the merger of the Subsidiary with and into
Equinox (the "Merger") whereby each issued and outstanding share of Equinox
common stock, par value $0.01 per share (the "Equinox Common Stock") not owned
directly or indirectly by Equinox, will be converted into the right to receive
from Registrant at the effective time, which is estimated to be fourth quarter,
2000 or first quarter, 2001, an amount equal to $9.75 for each share of Equinox
Common Stock. The acquisition, which is valued at approximately $53 million,
will be accounted for as a purchase and is not expected to be dilutive.
Equinox is listed and trades on the NASDAQ stock exchange
under the symbol EQNX. Equinox designs and markets low-cost server-based
communications products with estimated sales for calendar year 1999 of
approximately US $31,735,000. Equinox products add high-performance serial
communications ports to servers so that they can be used for Server-based
applications such as Internet access, commercial point-of-sale and industrial
automation. The Company's products are comprised of a combination of
Equinox-designed ASIC (application specific integrated circuit) hardware,
Equinox-designed driver software and Equinox-designed management software.
Equinox operates exclusively in a single business segment and sells its products
primarily through a worldwide, two-tier distribution channel under the Equinox
brand name. Equinox's distributors, including Ingram Micro and Tech Data, resell
Equinox products to system integrators and value-added resellers ("VARs"). These
integrators and VARs typically incorporate Equinox's products into servers along
with other hardware and software and sell the combination to end-users. Equinox
also builds custom versions of its products for original equipment manufacturers
such as IBM, Hewlett Packard, AT&T, NCR and Unisys which incorporate the
products into their own servers or offer the products as options to their
servers and sell them under their "private label" brand name.
The Merger is subject to Equinox stockholder approval,
customary regulatory approvals, and the execution of an acceptable employment
agreement by William A. Dambrackas, Equinox's Founder and current Chairman and
Chief Executive Officer. Mr. Dambrackas will be employed by Registrant and will
be responsible for overseeing the operations of the surviving corporation. Mr.
Dambrackas had no material relationship with Registrant or the Subsidiary prior
to the Merger.
The Merger will be funded by Registrant from its available
cash. The consideration was determined through negotiations among Registrant and
Equinox.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired. It is impractical
to provide financial statements related to the transactions described herein at
the time. If required, such financial statements will be filed within sixty (60)
days of the date of the filing of this From 8-K Current Report.
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(b) Pro Forma Financial Information. If required, such pro forma
financial statements will be filed within sixty (60) days of the date of the
filing of this From 8-K Current Report.
(c) Exhibits.
2.1 Plan and Agreement of Merger dated November 3, 2000,
among Registrant, Subsidiary, and Equinox.
THE REGISTRANT UNDERTAKES TO FURNISH SUPPLEMENTALLY TO THE COMMISSION UPON
REQUEST A COPY OF ANY EXHIBIT OR SCHEDULE TO THE PLAN AND AGREEMENT OF MERGER.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
AVOCENT CORPORATION
Dated: November 18, 2000 By: /s/ Doyle C. Weeks
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Doyle C. Weeks
Executive Vice President
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EXHIBIT INDEX
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Plan and Agreement of Merger dated November 3, 2000, among................... 4
Registrant, Subsidiary, and Equinox
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