<PAGE> 1
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 10, 1998
-------------
PROTEON, INC.
-------------
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 000-19175 04-2531856
- --------------- ------------ ------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
NINE TECHNOLOGY DRIVE, WESTBOROUGH, MASSACHUSETTS 01581
- ---------------------------------------------------------
(Address of principal executive offices) Zip Code)
Registrant's telephone number, including area code: (508) 898-2800
--------------
<PAGE> 2
ITEM 5. OTHER EVENTS.
On June 10, 1998, the Registrant publicly disseminated a press release
announcing that on June 10, 1998, the Registrant's shareholders approved an
amendment to the Registrant's Restated Articles of Organization to change the
name of the Registrant from Proteon, Inc. to OpenROUTE Networks, Inc. The
information contained in the press release is incorporated herein by reference
and filed as Exhibit 99.1 hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibit.
99.1 The Registrant's Press Release dated June 10, 1998.
2
<PAGE> 3
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.
PROTEON, INC.
-------------
(Registrant)
Date: June 10, 1998
-------------------------------------
Daniel J. Capone, Jr.,
President and Chief Executive Officer
3
<PAGE> 4
EXHIBIT INDEX
Exhibit
Number Description
- -------- -----------
99.1 The Registrant's Press Release
dated June 10, 1998
4
<PAGE> 1
Exhibit 99.1
[OPENROUTE NETWORKS LOGO] NEWS RELEASE
Contact: Joe Grillo or Steve Shedd
OpenROUTE Networks, Inc.
(508) 898-2800
OpenROUTE(R) NETWORKS, INC. IN LAUNCHED
TO "SIMPLIFY THE BUSINESS OF CONNECTING"
NEW COMPANY STRENGTHENS FOCUS ON INTERNET/INTRANET MARKETPLACE
AS IT PREPARES TO TRADE AS "OPEN" ON NASDAQ EXCHANGE
WESTBORO, MASS., JUNE 10, 1998 - OpenROUTE(R) Networks, Inc., a leading
provider of networking solutions for Internet and Intranet connectivity,
announced today that its shareholders have overwhelmingly approved a proxy
proposal to change the Company's name from Proteon, Inc. (NASDAQ:PTON) to
OpenROUTE Networks, Inc. (NASDAQ:OPEN). The announcement was made at the
Company's annual meeting held today in Canton, Mass. OpenROUTE Networks had
been operating as a wholly owned subsidiary of Proteon, Inc. since it was
formed in January of 1997.
Upon the completion of the necessary filings with NASDAQ, the Securities
and Exchange Commission (SEC), and the office of the Massachusetts Secretary of
State, the Company's stock symbol will change from PTON to OPEN. The actual
date the stock will begin trading on the NASDAQ system as OPEN is expected
to be determined within a week. A press release will be issued with the
official start date for shares to be traded under the OPEN ticker symbol.
Shareholders will also be notified of the change through their brokerage firm
or the Company's transfer agent.
New stock certificates issued will now bear the name OpenROUTE Networks,
Inc. Existing Proteon stock certificates will not be re-issued and will be
honored as OpenROUTE Networks stock. The Company has initiated plans to operate
Proteon, Inc. as as wholly owned subsidiary of OpenROUTE Networks, Inc. and
contines to market its Token Ring network adapter cards and hubs. Shareholders
who have questions should call the company's Investor Relations Department at
508-898-2800; toll-free Shareholder Direct line at 888-OPEN-RTE (888-673-6783);
or visit the Company's Web site at http://www.openroute.com
(more)
- -----------------
www.openroute.com
- -----------------
<PAGE> 2
OpenROUTE NETWORKS - 2
Daniel J. Capone, Jr., president and chief executive officer of the new
Company, said, "We are pleased that our shareholders have resoundingly voted to
launch OpenROUTE Networks. With their support, the Company is now able to brand
its identity with the most dynamic market in the world today...the Internet.
"The vast opportunities in the Internet marketplace have raised the sense
of optimism at OpenROUTE Networks. As millions and millions of new Internet
customers come on line, they are changing the way they work and do business.
This is the market segment we are now targeting...the customers around the
world that are demanding Internet Access to be productive and run their
businesses.
"When the OpenROUTE Networks subsidiary was first created, the Company had
a product vision that embodied price-performance, network security,
interoperability and guaranteed connectivity. Now, after making the right
investments in research and development, these values are being delivered into
the market with our GT Business Series, GTX 1000 and Dragon Series products.
"In today's world, being connected is an absolute must for small-to
medium-sized businesses. As service providers play an increasingly vital role
in providing equipment and management services to these customers, OpenROUTE
Networks is extremely well positioned to provide the Internet Access routing
solutions that make the final link. In the weeks and months ahead, we will be
aggressively taking our message to the marketplace as we build a campaign to
position OpenROUTE Networks as a dynamic, new Internet company," added Capone.
ABOUT OpenROUTE NETWORKS, INC.
OpenROUTE Networks, Inc., a leading provider of Internet Access products,
is "Simplifying the Business of Connecting." All products feature OpenROUTE(R)
router software, which is recognized by the industry as the best in its class.
OpenROUTE software is licensed by IBM, Digital, Ascend Communications,
Motorola and many leading vendors. Today, OpenROUTE software powers more than
200,000 routers worldwide. Products come standard with the company's "ALLways.
Connected(TM) Guarantee," can be installed in minutes,and are easily maintained
and managed from central network sites. For more information, contact OpenROUTE
Networks, Inc., Westboro, Mass., at 800-545-7464 or on the World Wide Web at
http://www.openroute.com.
###
