http://www.mitel.com
UNITED STATES
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) JULY 28, 2000
MITEL CORPORATION
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(Exact name of registrant as specified in its charter)
CANADA 1-8139 NONE
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(State or other jurisdiction of (Commission File No.) (I.R.S. Employer
incorporation or organization) Identification No.)
350 Legget Drive
P.O. Box 13089
Kanata, Ontario, Canada K2K 2W7
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(Address of principal (Postal Code)
executive offices)
Registrant's telephone number, including area code: (613) 592-2122
N/A
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
(All amounts reported are in millions of Canadian dollars, unless
otherwise noted).
On July 28, 2000, Mitel Corporation ("Mitel" or the "Company") completed
the acquisition of Vertex Networks, Incorporated ("Vertex"). The Company
previously announced on June 6, 2000 that it had entered into an agreement
to acquire 100 percent of the outstanding stock of privately-held Vertex,
for total consideration of 11 million common shares to be newly issued by
Mitel (the "Acquisition Shares"). The fair value of the consideration was
approximately $300 based on the fair value of the Company's common shares
near the effective date of acquisition. The transaction was effected
through a merger of a newly formed U.S. subsidiary of Mitel into Vertex.
The Company qualified for an exemption from registration of the
Acquisition Shares pursuant to Section 3(a)(10) of the Securities Act of
1933, as amended (the "Act"), by obtaining a permit under Section 25121 of
the California Corporate Securities Law of 1968, as amended.
The acquisition will be accounted for by the purchase method with Vertex's
results from operations included in the consolidated accounts of the
Company from the date of acquisition, July 28, 2000. In accordance with
such method, there may be adjustments to the actual cost of the purchase
with respect to incremental costs directly associated with the
acquisition.
Vertex is a fabless semiconductor company providing high-performance
network packet processing, switching and routing silicon solutions for the
enterprise and WAN access markets. Vertex provides integrated circuits for
Layer 3 IP routing switches and developing chipsets, reference designs,
and software for intelligent packet switching applications. Vertex's
products encompass Quality of Service ("QoS")-enabled IP switching for
enterprise communications, wide area network ("WAN") traffic
concentration, and fiber to the home ("FTTH") markets. Vertex, which was
founded in 1995, is based in Irvine, California, United States, and has
design centers in San Jose, California, and Taiwan. The Company intends to
continue operating these design centers for the same purposes as prior to
the acquisition. Vertex employed approximately 75 people at June 30, 2000.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
Due to the difficulty in preparing the required financial information in a
timely manner, the registrant is exercising the right to a 60-day
extension from the due date (August 12, 2000) of this Form 8-K in order to
file the Item 7 financial statement information, pursuant to the rules and
regulations promulgated by the Securities and Exchange Commission. The
Company expects that the financial information required under Item 7 will
be filed under cover of Form 8-KA on or before October 11, 2000.
(a) Financial Statements of Business Acquired.
(1) Balance Sheet for Vertex Networks, Incorporated as of March
31, 2000 and the Related Statements of Operations and
Comprehensive Loss, Stockholders' Equity, and Cash Flows for
the Year Ended March 31, 2000 and Independent Auditors'
Report. To be filed no later than October 11, 2000.
(2) Balance Sheet (unaudited) for Vertex Networks, Incorporated as
of June 30, 2000 and the Related Statements (unaudited) of
Operations and Comprehensive Loss,
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Stockholders' Equity, and Cash Flows for the Quarter Ended
June 30, 2000. To be filed no later than October 11, 2000.
(b) Pro Forma Financial Information.
(1) Mitel Corporation Pro Forma Condensed Consolidated Balance
Sheet (unaudited) as at June 30, 2000. To be filed no later
than October 11, 2000.
(2) Mitel Corporation Pro Forma Condensed Consolidated Statement
of Income (unaudited) for the year ended March 31, 2000. To be
filed no later than October 11, 2000.
(3) Mitel Corporation Pro Forma Condensed Consolidated Statement
of Income (unaudited) for the three months ended June 30,
2000. To be filed no later than October 11, 2000.
(4) Notes to Pro Forma Condensed Consolidated Financial Statements
(unaudited). To be filed no later than October 11, 2000.
(c) Exhibits.
(1) Exhibit 2.1 Agreement and Plan of Reorganization and Merger by
and among Mitel Corporation, U.S. Acquisition Corporation and
Vertex Networks, Incorporated ("Vertex"), dated as of June 6,
2000 (the "Merger Agreement") (incorporated by reference to
Exhibit 2.1 to the Company's Form 8-K, Item 7 (c), dated June
5, 2000). Except for the Escrow Agreement and Restricted Stock
Agreement listed below as Exhibits 2.2 and 2.3, respectively,
the following exhibits to the Merger Agreement have been
omitted. The Company will furnish supplementally a copy of any
omitted exhibit to the Commission upon request.
Omitted exhibits:
Exhibit A Form of Merger Agreement
Exhibit C 2000 Financial Statements
Exhibit D Form of Written Consent and Agreement
Exhibit E Form of Purchaser/Acquisition Corp. Tax
Representation Letter
Exhibit F-1 Form of Employment Agreement (Founders)
Exhibit F-2 Form of Employment Agreement (Non Founders)
Exhibit G-1 Form of Noncompetition Agreement (Founders)
Exhibit G-2 Form of Noncompetition Agreement (Non Founders)
Exhibit H-1 Form of Lock Up Agreement
Exhibit H-2 Form of Lock Up Agreement (Designated Employees)
Exhibit I Form of Voting Agreement
Exhibit J Form of Affiliate Agreement
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Exhibit L Form of Opinion of Counsel to the Company
Exhibit M Form of Shareholder Letter
Exhibit N Form of FIRPTA Notification Letter
Exhibit O Form of Opinion of Counsel to Purchaser
(2) Exhibit 2.2 Form of Escrow Agreement to be executed and
delivered by the Company, the Shareholder Representatives (as
defined in the Merger Agreement) and the Escrow Agent named
therein (incorporated by reference to Exhibit 2.2 to the
Company's Form 8-K, Item 7 (c), dated June 5, 2000).
(3) Exhibit 2.3 Form of Restricted Stock Agreement to be executed
and delivered by the Company and certain holders of capital
stock of Vertex (incorporated by reference to Exhibit 2.3 to
the Company's Form 8-K, Item 7 (c), dated June 5, 2000).
(4) Exhibit 99.1 Press Release, dated June 6, 2000 relating to
transaction with Vertex (incorporated by reference to Exhibit
99.1 to the Company's Form 8-K, Item 7 (c), dated June 5,
2000).
(5) Exhibit 99.2 Press release, dated July 28, 2000 relating to
completion of the Vertex acquisition.
(6) Consent of Independent Auditors. To be filed no later than
October 11, 2000.
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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 hereunto duly authorized.
MITEL CORPORATION
(Registrant)
Date August 10, 2000 Jean-Jacques Carrier
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Jean-Jacques Carrier
Senior Vice President, Finance
and Chief Financial Officer
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