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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: AUGUST 1, 1997
(DATE OF EARLIEST EVENT REPORTED: JULY 18, 1997)
COMMISSION FILE NUMBER: 0-20084
NETFRAME SYSTEMS INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 77-0081278
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(STATE OF INCORPORATION OR ORGANIZATION) (IRS EMPLOYER I.D. NO.)
1545 BARBER LANE
MILPITAS, CALIFORNIA 95035
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(408) 474-1000
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Pursuant to the Agreement and Plan of Merger dated as of June 10, 1997 (the
"Merger Agreement") among NetFRAME Systems Incorporated, a Delaware corporation
("Registrant"), Micron Electronics, Inc., a Minnesota corporation ("Micron"),
and Payette Acquisition Corporation, a Delaware corporation and a wholly owned
subsidiary of Micron ("Purchaser"), Purchaser commenced a tender offer (the
"Offer") on June 16, 1997 for all of the issued and outstanding shares of
Registrant's Common Stock, $.001 par value per share, and all associated rights,
including Preferred Share Purchase Rights (collectively, the "Shares"), at $1.00
per Share, net to the seller (the "Offer Price"). On July 18, 1997, upon
completion of the Offer, Purchaser acquired 8,775,554 Shares, representing 62.8%
of the then outstanding Shares, for an aggregate consideration of $8,775,554,
excluding approximately $1.75 million to pay related fees and expenses of
Purchaser and Micron. Purchaser acquired the Shares through the Offer with
existing cash reserves of Micron.
Under the terms of the Merger Agreement, as a result of the consummation of
the Offer, Purchaser is entitled to designate for appointment to Registrant's
Board of Directors a number of directors representing at least a majority of
Registrant's Board. If Purchaser elects to exercise such right, Registrant has
agreed to increase the size of its Board of Directors or secure the resignations
of current members thereof to enable the appointment of Purchaser's designees
and to cause such designees to be elected to Registrant's Board. To date,
Purchaser has not exercised such right.
A special meeting of the stockholders of Registrant is expected to be held
in August 1997. At such meeting, holders of Common Stock of record as of July
28, 1997 will be asked to consider, approve and adopt the Merger Agreement and
the merger of Purchaser with and into Registrant contemplated thereby (the
"Merger"). Following the Merger, the Company will continue as the surviving
corporation and will become a wholly owned subsidiary of Micron. Upon
consummation of the Merger, each Share not owned by Micron, Purchaser or any
other direct or indirect subsidiary of Micron (other than those Shares held in
the treasury of Registrant and Shares held by stockholders who shall have
demanded and perfected any appraisal rights they may have under Delaware law)
will be automatically canceled and converted into the right to receive the Offer
Price. Purchaser owns a sufficient number of Shares to assure approval of the
Merger Agreement and the Merger at the special meeting. Micron has agreed in
the Merger Agreement to vote or cause to be voted all Shares owned by Purchaser
or Micron in favor of the Merger Agreement and the Merger. Accordingly, the
affirmative vote of the other holders of Shares is not required to approve the
Merger Agreement and the Merger.
The above summary of the Merger Agreement is qualified in its entirety by
the Merger Agreement. The Merger Agreement was filed as Exhibit (c)(1) to the
Schedule 14D-9 filed by Registrant on June 16, 1997.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
2.1 Agreement and Plan of Merger, dated as of June 10, 1997, among Micron,
Purchaser and Registrant (incorporated by reference to Exhibit (c)(1) to
the Schedule 14D-9 filed by Registrant on June 16, 1997).
99.1 Press Release issued jointly by Micron and Registrant on June 10, 1997
(incorporated by reference to Exhibit (a)(3) to the Schedule 14D-9
filed by Registrant on June 16, 1997).
99.2 Press Release issued by Micron on June 16, 1997 (incorporated by
reference to Exhibit (a)(9) to the Schedule 14D-1 filed by Micron on June
16, 1997).
99.3 Press Release issued by Micron on July 15, 1997 (incorporated by
reference to Exhibit (a)(10) to the Final Amendment to the Schedule 14D-1
filed by Micron on July 29, 1997).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report on Form 8-K to be signed on its behalf by
the undersigned hereunto duly authorized.
NetFRAME SYSTEMS INCORPORATED
By: /s/ Dan McCammon
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Dan McCammon
Vice President, Finance and
Chief Financial Officer
Date: August 1, 1997
