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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
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)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Avocent Corporation, a Delaware corporation (the "Registrant") entered
into an Agreement and Plan of Reorganization, dated as of March 8, 2000, (the
"Acquisition Agreement") providing for the merger (the "Merger") of each of Apex
Inc., a Washington corporation ("Apex"), and Cybex Computer Products
Corporation, an Alabama corporation ("Cybex") into two wholly-owned subsidiaries
of Avocent. The Merger was approved by the shareholders of Apex and Cybex at
special shareholder meetings held on June 30, 2000 and the Merger was effected
on July 1, 2000 (the "Effective Time"). Avocent is a new Delaware corporation
formed for the purpose of effecting the Merger. As a result of the Merger, Apex
and Cybex are wholly-owned subsidiaries of Avocent. Avocent's shares of common
stock are listed on The Nasdaq Stock Market under the symbol "AVCT. "
Pursuant to the Merger (a) each outstanding share of common stock of
Apex ("Apex Common Stock") was converted into 1.0905 shares of the Registrant's
Common Stock and (b) each outstanding option to purchase shares of Apex Common
Stock granted under the Apex stock option plans and the Apex employee stock
purchase plan was converted into an option to purchase that number of shares of
the Registrant's Common Stock equal to the number of shares of Apex Common Stock
subject to such option multiplied by 1.0905, at an exercise price or purchase
price per share of the Registrant's Common Stock equal to the exercise price or
purchase price per share of Apex Common Stock pursuant to such option divided by
1.0905.
Pursuant to the Merger (a) each outstanding share of common stock of
Cybex ("Cybex Common Stock") was converted into one share of the Registrant's
Common Stock and (b) each outstanding option to purchase shares of Cybex Common
Stock granted under Cybex stock option plans was converted into an option to
purchase that number of shares of the Registrant's Common Stock equal to the
number of shares of Cybex Common Stock subject to such option, at an exercise
price per share of the Registrant's Common Stock equal to the exercise price per
share of Cybex Common Stock pursuant to such option.
The Merger is intended to be a tax-free reorganization under Section
368(a)(1)(A) of the Internal Revenue Code of 1986, as amended, and is intended
to be treated as a purchase of Cybex by Apex for financial reporting purposes in
accordance with U.S. generally accepted accounting principles.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
As of the date of filing of this Current Report on Form 8-K,
it is impracticable for the Registrant to provide the
financial statements required by this Item 7(a). Such
financial statements shall be filed by amendment to this Form
8-K no later than September 13, 2000.
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(b) PRO FORMA FINANCIAL INFORMATION.
As of the date of filing of this Current Report on Form 8-K,
it is impracticable for the Registrant to provide the pro
forma financial information required by this Item 7(b). Such
financial statements shall be filed by amendment to this Form
8-K no later than September 13, 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).
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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.
Date: July 10, 2000 AVOCENT CORPORATION
By: /s/ Samuel F. Saracino
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Samuel F. Saracino
Senior Vice President, Legal
and Corporate Affairs, General
Counsel and Secretary
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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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).
