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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
MARCH 30, 1998
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
GLOBAL VILLAGE COMMUNICATION, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 000-23260 94-3095680
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(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
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1144 EAST ARQUES AVENUE
SUNNYVALE, CA 94086
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (408) 523-1000
FORMER NAME OR FORMER ADDRESS, IF CHANGED: N/A
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ITEM 5. OTHER EVENTS
On March 31, 1998, Global Village Communication, Inc. issued two press releases
which are attached hereto as exhibits.
Exhibit 5.1 Press Release -- Boca Research to Acquire Global Village Modem
Business
Exhibit 5.2 Press Release -- Global Village Unveils New Corporate Strategy For
Small and Medium Size Office Networking Market; Sells Modem Business
to Boca Research
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SIGNATURE
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.
Dated: April 1, 1998 GLOBAL VILLAGE COMMUNICATION, INC.
By: /s/ Neil Selvin
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Neil Selvin
President and Chief Executive Officer
(Principal Executive Officer)
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EXHIBIT INDEX
Sequentially
Numbered
Document Page
- -------- ------------
5.1 Press Release -- Boca Research to Acquire Global Village 6
Modem Business
5.2 Press Release -- Global Village Unveils New Corporate 10
Strategy For Small and Medium Size Office Networking
Market; Sells Modem Business to Boca Research
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EXHIBIT 5.1
[GLOBAL VILLAGE LOGO]
FOR IMMEDIATE RELEASE
CONTACTS:
Heidi Palmer Gale Blackburn
Global Village Boca Research
(408) 523-2204 (561) 997-6227 ext. 305
email: [email protected] email: [email protected]
http://www.globalvillage.com http://www.bocaresearch.com
BOCA RESEARCH TO ACQUIRE GLOBAL VILLAGE MODEM BUSINESS
Retained Global Village business to be restructured under new name
and focus on growing small office networking market
BOCA RATON, FL and SUNNYVALE, CA, March 31, 1998 -- Boca Research, Inc.
(NASDAQ:BOCI) and Global Village Communication, Inc. (NASDAQ:GVIL) today
announced the signing of a definitive agreement whereby Boca Research will
purchase all of the assets relating to the Global Village modem business for
$10 million in cash and notes, plus the assumption of certain liabilities. Boca
Research will also receive a warrant to purchase up to 425,000 shares of Global
Village common stock. For the calendar year 1997, Global Village had revenues
of $68 million, most of which came from its modem products.
The sale will include a transfer to Boca Research of Global Village
intellectual property, including exclusive rights to the Global Village name,
logo and trademarks, as well as the inventory, receivables and other assets of
the modem business. In addition, the sale will include Global Village
distribution and OEM agreements associated with the TelePort, PC Cards,
GlobalFax, GlobalTransfer, and FaxWorks personal edition communications
products.
It is currently anticipated that Boca Research will finance the purchase
price with cash balances and bank financing. David Manovich, former senior vice
president, international sales and support for Apple Computer, Inc., has been
retained to facilitate the transition of the Global Village business to Boca
Research.
It is anticipated that approximately 60 people from Global Village will
join the Boca Research team. The transaction, which is subject to approval by
stockholders of Global Village and other standard closing conditions, is
expected to close in June 1998.
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BOCA RESEARCH TO ACQUIRE GLOBAL VILLAGE MODEM BUSINESS PAGE 2
"The Global Village modem business is an excellent fit with ours and
completely incremental to our revenue," said Tony Zalenski, president and chief
executive officer of Boca Research. "We're taking advantage of the consolidation
occurring in the modem industry while striving to improve our operation and
manufacturing efficiencies, engineering and product depth, distribution clout
and financial performance. This acquisition is part of our short term tactical
plan to acquire a new customer base and a manufacturing opportunity, adding
volume to our factory. Global Village is the market leader for the Apple
Macintosh modem market, whose customers have come to count on Global Village for
reliability and ease-of-use.
"We also look forward to enhancing our product line with expanded offerings
in the Internet access device and ADSL markets through the use of key
technologies and software engineering expertise we're acquiring," Zalenski
continued. "We plan to leverage the Global Village name throughout our markets,
and we are strongly committed to the continued support of their customers
worldwide. For Global Village customers, it will be business as usual. We are
pleased to welcome them and the Global Village employees to the Boca Research
family," he concluded. Global Village products will continue to be marketed
under the Global Village name and Boca Research will honor all Global Village
product warranties, upgrades and rebates.
"The reputation of Global Village's award-winning communication products
and development teams, coupled with the high manufacturing volume of Boca
Research and breadth of Windows products, creates a stronger, more powerful
entity," said Neil Selvin, president and chief executive officer of Global
Village Communication. "This transition will ensure that Global Village
customers will continue to see an ongoing stream of new products, engineered
with the same attention to ease of use and reliability that has always been a
Global Village hallmark," said Selvin. "Our modem technology and products, our
distribution channels, and our millions of end users will be in excellent hands.
Both companies anticipate that customers and channel partners will experience a
relatively seamless transition and integration."
Global Village's remaining business will be restructured to focus on a new
communication server family of products designed for use in small and medium
size offices. (See separate press release "Global Village Unveils New Corporate
Strategy for Small and Medium Office Networking Market..." issued today, March
31, 1998 at approximately 8:30 a.m. Pacific time/11:30 a.m. Eastern time.) Upon
completion of the transaction, the company will be renamed, and its stock will
trade
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BOCA RESEARCH TO ACQUIRE GLOBAL VILLAGE MODEM BUSINESS PAGE 3
on NASDAQ under a new ticker symbol. Global Village expects to incur
restructuring charges of approximately $400,000 for severance compensation
associated with a reduction in force of approximately 25 employees. Global
Village anticipates that it may incur additional restructuring-related
charges, and the amount of any such charges will be established as the details
of the restructuring are finalized.
CONFERENCE CALL SCHEDULED
The management of both companies will host a teleconference to discuss
this news with investors and analysts today at 10:00 a.m. Pacific time/1:00
p.m. Eastern time. If you would like to listen to the call, please dial
913-981-5509 approximately 10 minutes in advance. The conference call can be
replayed for 48 hours beginning at 1:00 p.m. Pacific time today by calling
402-220-1022.
ABOUT GLOBAL VILLAGE COMMUNICATION
With over 8 million customers, Global Village Communication, Inc.
(NASDAQ: GVIL) is a leading supplier of integrated communication solutions for
Windows and Macintosh personal computer users. Global Village sells its
products directly and through leading VARs, retailers and distributors
worldwide. For more information, please visit the Global Village web site at
http://www.globalvillage.com.
ABOUT BOCA RESEARCH
Founded in 1985, Boca Research (NASDAQ:BOCI) designs, manufactures,
markets and supports quality, cost-effective data communications,
videoconferencing, multimedia and networking products to facilitate the
transmission of information on personal computers, computer networks, and the
Internet. The company sells its products worldwide through distributors,
original equipment manufacturers (OEMs) and retailers. Boca Research is a U.S.
corporation headquartered in Boca Raton, Florida with international operations
and ventures worldwide.
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BOCA RESEARCH TO ACQUIRE GLOBAL VILLAGE MODEM BUSINESS PAGE 4
Portions of this news release contain forward-looking statements. Investors are
cautioned that all forward-looking statements involve risks and uncertainties.
Specifically, the agreement among the parties is subject to certain closing
conditions, including the receipt of consents for both companies' lenders, no
material adverse change in the companies' businesses, and the approval of Global
Village stockholders.
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EXHIBIT 5.2
[GLOBAL VILLAGE COMMUNICATION LETTERHEAD]
FOR IMMEDIATE RELEASE
PRESS CONTACT: INVESTOR CONTACT:
Heidi Palmer Marianne Baldrica
Global Village Communication Demer IR
408-523-2204 510-938-2678
[email protected] [email protected]
GLOBAL VILLAGE UNVEILS NEW CORPORATE STRATEGY FOR SMALL AND MEDIUM SIZE OFFICE
NETWORKING MARKET; SELLS MODEM BUSINESS TO BOCA RESEARCH
SUNNYVALE, CALIF., -- March 31, 1998 -- Global Village Communication, Inc.,
(NASDAQ: GVIL) today unveiled a new corporate strategy targeting the small and
medium size office networking market and as part of that strategy, has signed a
definitive agreement to sell the assets of its modem business to Boca Research
(NASDAQ: BOCI) for $10 million in cash and notes, plus the assumption of
certain liabilities. Boca Research will also receive a warrant to purchase up
to 425,000 shares of Global Village common stock. The company will also
restructure to support a new family of communication server products that will
be announced later this year.
"This company uniquely understands how people and their communications
products should work together," said Neil Selvin, president and chief executive
officer of Global Village. "Founded on the premise of providing easy-to-use
products with a clear understanding of how individuals work in the office or on
the road, Global Village has an eight year track record of delivering
award-winning software and systems products that have helped individuals and
small and medium size offices become more productive. For example, over 13,000
OneWorld communication server products are in use by businesses around the
world, benefiting from this combination of sophisticated technology and
ease-of-use. We will expand on that heritage by announcing a new communications
server product family later this year that will provide
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GLOBAL VILLAGE UNVEILS NEW CORPORATE STRATEGY . . .
small and medium size offices with versatile, expandable and easy to use
Internet, fax and remote access solutions."
"Our next generation of communication server products will take small
offices to a new level of business communications that will make them more
productive, competitive and will grow with their business. Our strategy is to
provide a product family that addresses the exploding communications needs of
the growing small and medium size office by providing multiple communications
capabilities in a single, scaleable communications server. While this is a new
market for us, we believe that our experience in providing powerful, yet
easy-to-use solutions to the business market has set the stage for an exciting
new phase of the company," said Selvin.
MARKET OPPORTUNITY
"The needs of small and medium size offices to communicate both internally
and with the outside world are growing dramatically," said Selvin. "With their
increasing use of the Internet, email or fax for communications, small offices
are demanding more from their technology providers. Yet, they do not
necessarily have the technical staff, expertise, or money to implement and
manage complicated networking systems. In addition, small offices will expect
networking products to be reasonably priced and yet able to grow with their
business. Today, most communications solutions aimed at small and medium size
offices are single function products that require users to grapple with complex
user interfaces, use multiple databases, have inconsistent approaches to
security and be managed separately. Global Village believes that a simpler,
more integrated approach is better suited to small offices and that, based on
our experience of selling integrated communications products, Global Village is
especially suited to provide leading communications technologies to these
business with a family of products that are easy to install and use, and are
hassle-free," said Selvin.
According to the U.S. Small Business Association, small businesses (those
with fewer than 100 employees) account for 99 percent of all U.S. businesses,
and are growing rapidly. It is estimated that there are currently 7.1 million
small businesses in the U.S. and 1.6 million have access to the Internet
(Source: IDC/LINK). Use of online services
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GLOBAL VILLAGE UNVEILS NEW CORPORATE STRATEGY PAGE 3
or Internet access has also increased from 31 percent to 44.2 percent in the
last year (Source: IDC/LINK) and the total number of small businesses with
networks is expected to double from 1.1 million in 1996 to 2.2 million by the
year 2001. Increasingly, these businesses will need a variety of capabilities
to satisfy their Internet access, remote access, faxing and other data
communications requirements.
GLOBAL VILLAGE RESTRUCTURES TO ADDRESS SMALL AND MEDIUM OFFICE MARKET
"Global Village does not have sufficient resources to optimize our modem
business and launch a completely new product line concurrently," said Selvin.
"We have elected to focus on the growing small and medium size office market
and will use the proceeds from the sale of the modem business to launch the new
communication server business." (See separate press release, "Boca Research
Acquires Global Village Modem Business" issued today, March 31, 1998 at 8:30
a.m. Pacific time/11:30 a.m. Eastern time.)
Upon completion of the sale of the modem business which is anticipated in
June 1998, the company will be renamed, and its stock will trade on NASDAQ
under a new ticker symbol. The current management team will continue to run the
new communications server business, led by Neil Selvin, president and chief
executive officer. The new business will include approximately 50 regular
employees from Global Village.
CONFERENCE CALL SCHEDULED
The management of both companies will host a teleconference to discuss
this news with investors and analysts today at 10:00 a.m. Pacific time/1:00
p.m. Eastern time. If you would like to audit the call, please dial
913-981-5509 approximately 10 minutes in advance. The conference call can be
replayed for 48 hours beginning at 1:00 p.m. Pacific time today by calling
402-220-1022.
ABOUT GLOBAL VILLAGE COMMUNICATION
Currently with over 8 million customers, Global Village Communication,
Inc. (NASDAQ: GVIL) has been a leading supplier of integrated communication
solutions for
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GLOBAL VILLAGE UNVEILS NEW CORPORATE STRATEGY . . . PAGE 4
Windows and Macintosh personal computer users. Global Village sells its
products directly through leading VARs, retailers and distributors worldwide.
For more information, please visit the Global Village web site, The Village, at
http://www.globalvillage.com.
Portions of this news release contain forward-looking statements. Investors are
cautioned that all forward-looking statements involve risks and uncertainties.
Specifically, the agreement among the parties is subject to certain closing
conditions, including the receipt of consents for both companies' lenders, no
material adverse change in the companies' businesses, and the approval of
Global Village stockholders. In addition, the company faces numerous risks and
uncertainties regarding its new product lines, including potential delays in
product launch, risks of market acceptance, risks that the market will not
develop or will develop more slowly than anticipated, risks that the company
will not be able to establish appropriate distribution channels and risks
associated with competing against larger, more established companies in the
server market.
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