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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 13, 2000
Western Multiplex Corporation
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(Exact name of registrant as specified in its charter)
Delaware 000-30993 52-2198231
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(State or other (Commission (IRS Employee
jurisdiction of File Number) Identification No.)
incorporation)
1196 Borregas Avenue
Sunnyvale, California 94089
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(Address of principal executive offices) (Zip Code)
Registrant's telephone, including area code: (408) 542-5200
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(Former name and former address, if changed since last report)
Item 5. Other Events.
On November 12, 2000, Western Multiplex Corporation ("Western") and
Adaptive Broadband Corporation ("Adaptive") announced that they had entered
into an Agreement and Plan of Merger, dated as of November 12, 2000 (the
"Merger Agreement"), pursuant to which WA Merger Sub, Inc., ("Merger Sub"), a
wholly-owned subsidiary of Western, will merge with and into Adaptive, with
Adaptive as the surviving corporation (the "Merger").
As a result of the Merger, each outstanding share of common stock of
Adaptive (other than shares owned by Adaptive or Western) will be converted into
1.345 shares of common stock of Western. The Merger is intended to constitute a
reorganization under the Internal Revenue Code of 1986, as amended. Consummation
of the Merger is subject to various conditions, including approval by the
stockholders of Western and Adaptive, and the termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The Merger
Agreement may be terminated by either Western or Adaptive if either (i) the
average closing price of Western's common stock for the ten trading days
immediately prior to the second business day before the anticipated closing date
the ("Closing Period") (the "Average Closing Price") is less than or equal to
$10.00 or (ii) the product of 0.7 and the number obtained by dividing the
average closing prices of an index of comparable company stocks (the "Index
Group") for the Closing Period by the average closing price for the Index Group
for the ten days beginning on the day following the announcement of the
transaction (the "Starting Period") is greater than the number obtained by
dividing the Average Closing Price by the average closing price of Western's
common stock during the Starting Period. Notwithstanding the foregoing, neither
party may exercise the termination right set forth in the previous sentence if
it has made a news release, announcement (other than announcement of the
transaction) or other public statement following which either party's stock
price following such statement (based on a five-day average) falls more than 20
percent compared to such price prior to such statement (based on a five-day
average). A copy of the Merger Agreement is attached hereto as Exhibit 2.1 and a
copy of the joint press release of Western and Adaptive with respect to the
Merger is attached hereto as Exhibit 99.1.
In connection with the Merger Agreement, Western and Adaptive entered
into reciprocal stock option agreements, each dated as of November 12, 2000 (the
"Stock Option Agreements"), pursuant to one of which Western has the right,
under certain circumstances, to purchase up to 19.9% of the issued and
outstanding shares of common stock of Adaptive, at a price per share equal to
$17.15, and pursuant to the other of which Adaptive has the right, under certain
circumstances, to purchase up to 19.9% of the issued and outstanding
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shares of common stock of Western, at a price per share equal to $12.75. Copies
of the Stock Option Agreements are attached hereto as Exhibits 10.1 and 10.2.
In connection with the Merger Agreement, WMC Holding LLC, which owns a
majority of the common stock of Western, has entered into a Voting Agreement
(the "Voting Agreement") pursuant to which WMC Holding LLC has agreed to vote
all of its shares of common stock of Western in favor of the Merger. A copy of
the Voting Agreement is attached hereto as Exhibit 99.2.
The Merger Agreement, the Stock Option Agreements, the Voting Agreement and
the joint press release are incorporated herein by reference.
CAUTIONARY LEGEND REGARDING FORWARD-LOOKING STATEMENTS
This Form 8-K contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements are subject to risks and uncertainties which could cause actual
results to differ materially from those projected, anticipated or implied. These
statements are often indentified by words such as "expect", "anticipated" and
"intend." Statements regarding the expected date of completion of the
transaction are subject to the risk that the closing conditions will not be
satisfied, including the risk that regulatory approvals will not be obtained or
that the stockholders of Western Multiplex or Adaptive Broadband will not
approve the merger and that the merger will not be consummated.
Statements regarding the expected benefits of the transaction and the company's
expected revenues and EBITA margins are subject to the following risks: that
expected synergies will not be achieved; that that businesses will not be
integrated successfully; that merger costs will be greater than expected; the
inability to identify, develop and achieve success for new products, services
and technologies; increased competition and its effect on the company's pricing
and need for marketing; disruption from the merger making it more difficult to
maintain relationships with customers, employees or suppliers; the inability to
establish or renew relationships with advertising, marketing, technology, and
product or component, providers or suppliers; and to the general risks
associated with the companies' businesses.
Careful consideration also should be given to cautionary statements made in
Western Multiplex's reports filed with the Securities and Exchange Commission
especially the section entitled "Risk Factors" in Western Multiplex's Form S-1
filed on July 20, 20 and in Adaptive Broadband's reports filed with the
Securities and Exchange Commission, especially the section entitled "Risk
Factors" in Adaptive Broadband's Annual Report on Form 10-K for the year ended
June 30, 2000.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE BECAUSE IT
WILL CONTAIN IMPORTANT INFORMATION. The joint proxy statement/prospectus will
be filed with the Securities and Exchange Commission by Western Multiplex and
Adaptive Broadband. Investors and security holders may obtain a free copy of the
joint proxy statement/prospectus (when it is available) and other documents
filed by Western Multiplex and Adaptive Broadband at the Commission's web site
at www.sec.gov. The joint proxy statement/prospectus and these other documents
may also be obtained for free from the parties.
Item 7. Exhibits.
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(a) [Not applicable.]
(b) [Not applicable.]
(c) Exhibits.
The exhibits listed below and in the accompanying Exhibit Index are filed
as part of this Current Report on Form 8-K.
EXHIBIT NO. TITLE
2.1 Agreement and Plan of Merger, dated as of November 12, 2000,
among Western, Adaptive and Merger Sub.
10.1 Stock Option Agreement, dated as of November 12, 2000, between
Western and Adaptive
10.2 Stock Option Agreement, dated as of November 12, 2000, between
Adaptive and Western
99.1 Joint Press Release, dated November 12, 2000, announcing the
execution of the Agreement and Plan of Merger among Western,
Adaptive and Merger Sub
99.2 Voting Agreement, dated as of November 12, 2000, between WMC
Holding LLC and Adaptive
SIGNATURE
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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.
WESTERN MULTIPLEX CORPORATION
(Registrant)
Dated: November 14, 2000 By /s/ Nancy Huber
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Nancy Huber
Chief Financial Officer, Vice President,
Finance and Secretary
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Exhibit Index
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2.1 Agreement and Plan of Merger, dated as of November 12, 2000,
among Western, Adaptive and Merger Sub.
10.1 Stock Option Agreement, dated as of November 12, 2000, between
Western and Adaptive
10.2 Stock Option Agreement, dated as of November 12, 2000, between
Adaptive and Western
99.1 Joint Press Release, dated November 12, 2000, announcing the
execution of the Agreement and Plan of Merger among Western,
Adaptive and Merger Sub
99.2 Voting Agreement, dated November 12, 2000, among WMC Holding LLC
and Adaptive.
