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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(C) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
AUGUST 15, 2000
Auspex Systems, Inc.
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(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
Delaware 0-21432 93-0963760
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<S> <C> <C>
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation
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2800 Scott Boulevard, Santa Clara, California 95050
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code (408) 566-2000
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Item 5. Other Events
a. Submission of Matters to A Vote of Security Holders
A Special Meeting of the Stockholders of Auspex Systems, Inc. was held at
the company's headquarters, 2800 Scott Boulevard, Santa Clara, California 95050
on August 15, 2000 at 9:00 a.m. (the "Special Meeting"). The following proposals
were considered at the Special Meeting and were approved according to the
respective votes of the stockholders.
1. The issuance of common stock upon the conversion and exercise of Series B
Convertible Preferred Stock and related warrants of the Company pursuant to
the terms of a private placement with certain institutional investors.
<TABLE>
<CAPTION>
Cast for Against Abstentions Broker Non-Votes
<S> <C> <C> <C>
10,089,764 2,186,101 74,487 8,356,703
</TABLE>
2. Amendments to the Company's 1993 Directors' Stock Option Plan to increase
the number of shares of Common Stock reserved for issuance thereunder by
500,000 shares.
<TABLE>
<CAPTION>
Cast for Against Abstentions Broker Non-Votes
<S> <C> <C> <C>
8,204,978 3,723,722 421,652 8,356,703
</TABLE>
3. An amendment to the Company's 1997 Stock Plan to increase the shares
reserved for issuance thereunder by 8,000,000 shares.
<TABLE>
<CAPTION>
Cast for Against Abstentions Broker Non-Votes
<S> <C> <C> <C>
7,025,152 4,911,588 413,612 8,356,703
</TABLE>
4. An increase in the authorized number of shares of Common Stock of the
Company from 50,000,000 to 120,000,000 shares.
<TABLE>
<CAPTION>
Cast for Against Abstentions Broker Non-Votes
<S> <C> <C> <C>
18,838,418 1,800,926 67,711 0
</TABLE>
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b. Private Placement of Common Stock
On September 19, 2000, Auspex Systems, Inc. entered into an agreement
pursuant to which it sold 11,320,953 shares of common stock to sixty-two
accredited investors for a price per share of $7.9625 and for gross proceeds of
$90,143,088.28. This sale was done as a private placement under Regulation D of
the Securities Act of 1933. The stock certificates bear a restrictive legend and
each purchaser represented to Auspex Systems, Inc. that it was accredited and
that it was purchasing the securities for its own account. Auspex Systems, Inc.
intends to use the proceeds from the sale for working capital and other general
corporate purposes. Auspex Systems Inc.'s common stock is traded on the Nasdaq
National Market.
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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.
Date: October 2, 2000
AUSPEX, INC.
/s/ Peter R. Simpson
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Peter R. Simpson
Chief Financial Officer
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