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SECURITIES EXCHANGE AND 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): July 10, 2000
Adaptive Broadband Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
000-7428 94-1668412
(Commission File No.) (I.R.S. Employer Identification No.)
1143 Borregas Avenue
Sunnyvale, CA 94089
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (408) 732-4000
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Item 2. Acquisition or Disposition of Assets.
A. Sale of Assets to Comtech Telecommunications Corp.
On July 10, 2000, the registrant, Adaptive Broadband Corporation (the
"Company"), sold to Comtech Telecommunications Corp. ("Comtech") substantially
all the assets relating to the Company and its unincorporated division's
business of manufacturing and marketing satellite modems, receivers and related
equipment (the "EF Data Business"), and Comtech assumed certain liabilities of
the EF Data Business, pursuant to that certain Amended and Restated Asset
Purchase Agreement (the "EF Data Agreement"), dated as of July 10, 2000, by and
between Comtech and the Company (the "EF Data Sale"). A copy of the EF Data
Agreement is attached as Exhibit 2.1. As consideration for the EF Data Sale,
the Company received from Comtech at the closing an aggregate purchase price of
Sixty One Million Five Hundred Thousand Dollars ($61,500,000), which is subject
to adjustment under certain circumstances set forth in the EF Data Agreement.
B. Sale of Assets to Microwave Data Systems Inc.
On July 14, 2000, the Company sold to Microwave Data Systems Inc.
("Microwave"), a wholly owned subsidiary of Moseley Associates Incorporated
("Moseley"), substantially all the assets relating to the Company and its
unincorporated division's business of the design, manufacture and sale of low
speed microwave data transmitters (the "MDS Business"), and Microwave assumed
certain liabilities of the MDS Business, pursuant to that certain Asset Purchase
Agreement (the "MDS Agreement"), dated as of June 14, 2000, by and among
Microwave, Moseley and the Company (the "MDS Sale"). A copy of the MDS Agreement
is attached as Exhibit 2.2. As consideration for the MDS Sale, the Company
received from Microwave at the closing an aggregate purchase price of Thirty
Eight Million Two Hundred Fifty Three Thousand Dollars ($38,253,000), which is
subject to adjustment under certain circumstances set forth in the MDS
Agreement.
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Item 7. Exhibits.
Exhibit
Number Exhibit
2.1 Amended and Restated Asset Purchase Agreement, dated as
of July 10, 2000, by and between Comtech
Telecommunications Corp. and Adaptive Broadband
Corporation.
2.2 Asset Purchase Agreement, dated as of June 14, 2000, by
and among Microwave Data Systems Inc., Moseley Associates
Incorporated and Adaptive Broadband Corporation.
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SIGNATURE
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, thereunto duly authorized.
Adaptive Broadband Corporation
Dated: July 25, 2000 By: /s/ Kenneth J. Wees
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Vice President
General Counsel and
Secretary
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EXHIBIT INDEX
Exhibit
Number Description
2.1 Amended and Restated Asset Purchase Agreement, dated as of
July 10, 2000, by and between Comtech Telecommunications Corp.
and Adaptive Broadband Corporation.
2.2 Asset Purchase Agreement, dated as of June 14, 2000, by and
among Microwave Data Systems Inc., Moseley Associates
Incorporated and Adaptive Broadband Corporation.
