_____________________________________________________________________________
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: APRIL 10, 1997
COMMISSION FILE NUMBER 1-9026
COMPAQ COMPUTER CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 76-0011617
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
20555 SH 249, HOUSTON, TEXAS 77070
(281) 370-0670
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
______________________________________________________________
<PAGE>
Item 5. Other Events
In a release dated April 10, 1997, Compaq Computer Corporation (NYSE:
CPQ) announced it has reached a definitive agreement to acquire Microcom, Inc.
(NASDAQ: MNPI), a maker of remote access technologies and solutions. A
wholly-owned subsidiary of Compaq will promptly commence a tender offer to
acquire all of the outstanding shares of Microcom for $16.25 per share in
cash, representing an aggregate approximate purchase price of $280 million.
Microcom's Board of Directors and management team have approved the
acquisition and will recommend shareholder acceptance. Completion of the
transaction is subject to certain conditions, including clearance under the
Hart-Scott-Rodino Antitrust Improvements Act. Following the successful
completion of the offer, all of the remaining shares will be acquired pursuant
to a merger.
Item 7. Exhibit - Index
Exhibit 99 -- News Release dated April 10, 1997, announcing that the
Company has signed a definitive agreement to acquire Microcom.
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, thereunto duly authorized.
Compaq Computer Corporation
Date: April 10, 1997 By: /s/ Earl Mason
----------------
Earl Mason
Senior Vice President and
Chief Financial Officer
COMPAQ COMPUTER CORPORATION P.O. BOX 692000
PUBLIC RELATIONS DEPARTMENT HOUSTON, TEXAS
77269-2000
TEL 281-514-0484
FAX 281-514-4583
HTTP://WWW.COMPAQ.COM
[Logo of Compaq Computer Corporation appears here]
NEWS RELEASE
FOR IMMEDIATE RELEASE
- -----------------------
COMPAQ REACHES AGREEMENT TO ACQUIRE MICROCOM
ADVANCES COMPAQ'S EVOLUTION OF COMMUNICATION PRODUCTS BUSINESS; ALLOWS
END-TO-END HIGH-PERFORMANCE MODEM AND ISDN CONNECTIVITY
HOUSTON, April 10, 1997 - As another bold step to broaden its
communication products lineup, Compaq Computer Corporation (NYSE:CPQ) today
announced it has reached a definitive agreement to acquire Microcom, Inc.
(NASDAQ: MNPI), a maker of remote access technologies and solutions.
A wholly-owned subsidiary of Compaq will promptly commence a tender offer
to acquire all of the outstanding shares of Microcom, Inc. for $16.25 per
share in cash, representing an aggregate approximate purchase price of $280
million. Microcom's Board of Directors and management team have approved the
acquisition and will recommend shareholder acceptance.
"Development of the strategically important and rapidly growing remote access
market is a top priority in Compaq's move to expand its communication products
business," said Alan Lutz, Senior Vice President and General Manager,
Communication Products Group, Compaq. "Combining Microcom's superb modem and
access technologies with Compaq's renowned experience in NT platforms allows
us to drive remote access price/performance advancements just as we have done
in the NT server market. We believe the joint synergy will allow us to offer
our customers the most attractive connectivity solutions. With Microcom, we
can now deliver complete end-to-end high-performance modem and ISDN (1)
connectivity - solutions with both high connect rates (2) and high throughput
(3)," Lutz said. Compaq is the number one worldwide market share leader in
servers and the number four worldwide market share leader in client modems
(4).
"Microcom has been a standards-setter and technology pioneer in remote
access," Lutz continued. "A generation of computer users has taken advantage
of its well-engineered hardware and software solutions to connect - remotely
by telephone - their PCs to their networks. Combining this with Compaq's
distribution and marketing strength yields a potential world class market
force. The Microcom acquisition further enhances our goal of bringing access
to our customers, connecting people with people and people with information,"
he concluded.
Lew Bergins, who will continue as President of the wholly owned subsidiary
stated, "The synergies between the two companies are very strong. This
combination permits Microcom to be more competitive in achieving the highest
quality products and cost effectiveness."
Completion of the transaction is subject to certain conditions, including
clearance under the Hart-Scott-Rodino Antitrust Improvements Act. Following
the successful completion of the offer, all of the remaining shares of
Microcom will be acquired pursuant to a merger.
A remote access server provides the link between a local area network (LAN)
and the many remote PC users who need to connect to the LAN by modem. The
server usually has many, many telephone lines (ports) plus the connection to
the LAN. It requires special hardware and software to make the remote
connections both fast and secure. The demand for remote access servers is
expected to grow dramatically from $3.0 billion in 1996 to $8.3 billion in
2000 (5) concurrent with the growth of the Internet, telecommuting and
portable computing.
COMPANY BACKGROUND
Compaq Computer Corporation, a Fortune 100 company, is the fifth largest
computer company in the world and the largest global supplier of personal
computers, delivering useful innovation through products that connect people
with people and people with information. The company is an industry leader in
environmentally friendly programs and business practices. Compaq is
strategically organized to meet the current and future needs of its customers,
offering Internet and enterprise computing solutions, networking products,
commercial PC products and consumer PCs. As the leader in distributed
enterprise solutions, Compaq has shipped over a million servers. In 1996, the
company reported worldwide sales of $18.1 billion. Compaq products are sold
and supported in more than 100 countries through a network of authorized
Compaq marketing partners. Customer support and information about Compaq and
its products can be found at http://www.compaq.com or by calling
1-800-OK-COMPAQ. Product information and reseller locations can be obtained
by calling 1-800-345-1518.
Headquartered in Norwood, Mass., Microcom is a worldwide leader in providing
central site and remote access solutions to OEMs, Internet service providers,
regional Bell operating companies, corporations, universities and individual
mobile PC users. The company's products enable users to access and
communicate with corporate Local Area Networks (LANs), the Internet, intranets
and online services from remote locations. Microcom's products and
technologies include modems, central site systems, OEM solutions, network
security, network management, remote access and remote control software.
(1) Integrated Services Digital Network
(2) "Connect rate" is the percentage of all connection attempts that succeed.
(3) "Throughput" is the amount of information that is passed through the
connection.
(4) Compaq estimates compiled from various sources.
(5) Compaq estimates compiled from various sources.
# # #
Compaq, Registered U.S. Patent and Trademark Office. Product names mentioned
herein may be trademarks and/or registered trademarks of their respective
companies.
For further editorial information, contact:
Compaq Computer Corporation John Sweney 713-514-0484
[email protected]
Miller/Shandwick Technologies Eric Grodziski 617-536-0470
[email protected]
