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
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Date of Report (Date of earliest event reported): August 27, 1999
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OPENROUTE NETWORKS, INC.
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(Exact name of registrant as specified in its charter)
MASSACHUSETTS 000-19175 04-2531856
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
NINE TECHNOLOGY DRIVE, WESTBOROUGH, MASSACHUSETTS 01581
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(Address of principal executive offices) Zip Code)
Registrant's telephone number, including area code: (508) 898-2800
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Item 5. Other Events.
On August 27, 1999, the Registrant and NETRIX Corporation filed a joint
press release announcing that they had signed a nonbinding letter of intern
providing for the merger of the two corporations. A copy of such press
release is filed herewith.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
99.1 - Joint press release of the Registrant and NETRIX Corporation
dated August 27, 1999.
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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.
OPENROUTE NETWORKS INC.
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(Registrant)
Date: August 27, 1999 /s/ Bryan R. Holley
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Bryan R. Holley
President and Chief
Executive Officer
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Joint press release of the Registrant and
NETRIX Corporation dated August 27, 1999
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NETRIX and OpenROUTE Networks Announce $114 Million Merger of Equals
Companies Sign Letter of Intent to Merge to Provide First Total Customer
Premise Equipment Solutions to Telcos, ISPs and CLECs
HERNDON, Va. and WESTBORO, Mass., Aug. 27 NETRIX Corporation (Nasdaq: NTRX -
news), a leader in Internet telephony technology, and OpenROUTE Networks, Inc.
(Nasdaq: OPEN - news), a leading provider of Internet access and solutions for
Internet Service Providers (ISPs), telcos, CLECs, and enterprises, today
announced that they have signed a letter of intent to merge. The proposed
merger has a combined equity market value (based upon August 26, 1999 closing
prices) of approximately $114 million.
The merger represents a major development in the Internet telephony industry
through the melding of key product and market competencies from both
companies. NETRIX's world-class Voice over Internet Packet and Internet
telephony solutions combined with OpenROUTE's security, firewall, Virtual
Private Network and enhanced IP performance products and services will allow
the merged organization to offer a full range of scalable products delivering
infrastructure-independent virtual private voice and data networks.
Under terms of the letter of intent, NETRIX shareholders will retain their
shares, and each share of OpenROUTE common stock will be exchanged for one
share of NETRIX common stock. The consummation of the merger, which is
expected to close by year-end, is subject to certain conditions including the
receipt of the requisite approval of each Company's stockholders and the
fulfillment of other customary conditions.
NETRIX provides voice and data networking products designed to deliver multi-
service networks for the transport of voice and data. NETRIX customers
include multi-national corporations, emerging service providers, and
government agencies in over 60 countries worldwide. OpenROUTE designs and
manufactures products that connect corporate office to the Internet.
OpenROUTE customers and partners include first-tier ISPs such as PSInet,
UUNET/Worldcom, MCI/Worldcom, UltraNet/RCN and iCi/WinStar, as well as
organizations like AT&T and U.S. Navy.
"NETRIX and OpenROUTE's products, services and geographic coverage are an
ideal match," said Steven T. Francesco, Chairman and Chief Executive Officer
of NETRIX. "Together we can capitalize on the excellent opportunities that
exist from the combination of our technologies to provide world-class IP
telephony solutions to ISPs, CLECs and telcos. We are addressing
complementary markets and hope to expedite our integration so that we can
start working together as quickly and as efficiently as possible.
"We have been exploring working with NETRIX since June and I am excited by the
opportunities this merger presents our customers and shareholders," said Bryan
R. Holley, President and Chief Executive Officer of Open ROUTE. "We have been
vigorously planning our product expansion to address voice and data
convergence. NETRIX has demonstrated significant leadership in this area and
together with our Internet/VPN expertise, this will accelerate our efforts."
Holley continued, "as the ISP phenomenon continues to expand, not only here in
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the U.S., but also in Europe, Asia, and ultimately worldwide, we expect that
together with Netrix we will be at the forefront of this global expansion."
About NETRIX
NETRIX Corporation is a leading worldwide provider of voice and data
networking products. NETRIX products are designed to deliver multi-service
networks for the transport of voice and data to enable its customers to
provide a wide variety of voice and data services. Combining patented,
switched, compressed voice technology and advanced networking capabilities,
NETRIX delivers networking solutions that improve network performance and
deliver an array of tarrifable network services. NETRIX's customers, include
multi-national corporations, emerging service providers, and government
agencies in over 60 countries worldwide. Corporate headquarters are located
at 13595 Dulles Technology Drive, Herndon, Virginia 20171. Phone: 703-742-
6000 or 800-949-2737; Fax: 703-742-4048; Internet: http://www.netrix.com.
About OpenROUTE Networks
Founded in 1972, OpenROUTE developed the first multiprotocal router in 1985.
today, OpenROUTE software powers more than 200,000 routers worldwide, and has
been licensed by IBM, Motorola, Ascend, and many other leading vendors. For
further information, contact OpenROUTE Networks, Inc., Westboro, Massachusetts
at 800-545-7464 or Internet: http://www.openroute.com.
Safe Harbor: This release contains forward-looking statements that involve
risks and uncertainties. These statements may differ materially from actual
future events or results. Readers are referred to the documents filed by
NETRIX and OpenROUTE with the SEC, specifically the most recent reports which
identify important risk factors that could cause actual results to differ from
those contained in the forward-looking statements, including potential
fluctuations in quarterly results, dependence of new product development,
competition, development, competition, ability to secure protection for
proprietary products and other intellectual property, rapid technological and
market change, failure to complete planned products on schedule and on budget,
financial risk management and future growth subject to risks, the companies'
ability to achieve Year 2000 compliance, adverse changes in the regulatory or
legislative environment, and failure to close the merger timely or at all.
The companies undertake no obligation to release publicly any revisions to any
forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.
Conference call 10:00 a.m. EST, Friday, August 27
Call in numbers: 703-736-7226 or 800-283-1485
Passcode: NTEX
Replay Available Until August 31, 1999 at 7603-925-2471
Passcode: 1981664
