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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): June 28, 2000
Interface Systems, Inc.
(Exact name of registrant as specified in its charter)
Michigan 0-10902 38-1857379
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
5855 Interface Drive, Ann Arbor, Michigan 48103
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (734) 769-5900
Not Applicable
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On June 28, 2000, Interface Systems, Inc., a Michigan corporation (the
"Company"), entered into an Agreement and Plan of Merger, dated as of June 28,
2000, by and among Tumbleweed Communications Corp., a Delaware corporation
("Tumbleweed"), Maize Acquisition Sub, Inc. and the Company (the "Merger
Agreement"). Pursuant to the Merger Agreement, the Company's shareholders will
receive a fixed exchange ratio of 0.264 shares of Tumbleweed common stock for
each share of Company common stock and each outstanding option to purchase
shares of Company common stock under the Company's employee stock option plans
will be assumed by Tumbleweed. Upon the completion of the transaction, the
Company will become a wholly-owned subsidiary of Tumbleweed.
In order to facilitate the acquisition of the Company pursuant to the
Merger Agreement, the Company and Tumbleweed also entered into a Stock Option
Agreement, dated as of June 28, 1999, pursuant to which the Company granted
Tumbleweed, upon the occurrence of certain specified events, an option to
purchase 19.9% of the Company's issued and outstanding shares of common stock,
subject to certain terms and conditions. The option is exercisable at $13.33
per share.
In connection with the execution of the Merger Agreement, certain
Company shareholders collectively holding 83,081 shares of Company common stock
(representing approximately 1.76% of the outstanding shares of Company common
stock) entered into voting agreements, substantially in the form attached hereto
as Exhibit 2.3, with Tumbleweed. Pursuant to the voting agreements, such
shareholders agreed, among other things, to vote their shares of Company common
stock in favor of the adoption of the Merger Agreement and the approval of the
actions contemplated therein.
The transaction is intended to be tax free to the Company's
shareholders and to be accounted for as a purchase. The boards of directors of
both companies have approved the transaction. The completion of the transaction
is subject to closing conditions, including the approval of the Company's
shareholders.
In connection with the transactions described above, Tumbleweed also
agreed to purchase an aggregate of $3,000,000 of Convertible Subordinated
Promissory Notes of the Company (the "Notes") pursuant to a Convertible
Subordinated Note Purchase Agreement, dated as of June 28, 2000, by and between
the Company and Tumbleweed. At Tumbleweed's option, or upon the occurrence of
certain specified events, the Notes are convertible into shares of the Company's
common stock.
On June 29, 2000, the Company and Tumbleweed issued a joint press
release announcing the transaction. The press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
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(c) EXHIBITS
Exhibit No. Exhibit
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2.1 Agreement and Plan of Merger, dated as of June 28, 2000, by
and among Tumbleweed Communications Corp., Maize
Acquisition Sub, Inc. and Interface Systems, Inc.
2.2 Stock Option Agreement, dated as of June 28, 2000, by and
between Tumbleweed Communications Corp. and Interface
Systems, Inc.
2.3 Form of Voting Agreement, by and among Tumbleweed
Communications Corp., Maize Acquisition Sub, Inc. and
certain shareholders of Interface Systems, Inc.
10.1 Convertible Subordinated Note Purchase Agreement, dated as
of June 28, 2000, by and between Interface Systems, Inc. and
Tumbleweed Communications Corp.
99.1 Press Release, dated June 29, 2000
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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.
July 6, 2000 INTERFACE SYSTEMS, INC.
/s/ Robert A. Nero
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By: Robert A. Nero
President
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Exhibit Index
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Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of June 28, 2000,
by and among Tumbleweed Communications Corp., Maize
Acquisition Sub, Inc. and Interface Systems, Inc.
2.2 Stock Option Agreement, dated as of June 28, 2000, by
and between Tumbleweed Communications Corp. and
Interface Systems, Inc.
2.3 Form of Voting Agreement, by and among Tumbleweed
Communications Corp., Maize Acquisition Sub, Inc. and
certain shareholders of Interface Systems, Inc.
10.1 Convertible Subordinated Note Purchase Agreement, dated
as of June 28, 2000, by and between Interface Systems,
Inc. and Tumbleweed Communications Corp.
99.1 Press Release, dated June 29, 2000
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