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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
Date of Report (Date of Earliest Event Reported) December 21, 1999
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ONEWORLD SYSTEMS, INC.
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(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 (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
1144 East Arques Avenue, Sunnyvale, CA 94086
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(Address of Principal Executive Offices) (Zip Code)
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Registrant's Telephone Number, Including Area Code: (408) 523-1100
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
On December 21, 1999, the Company signed a letter of intent to sell the
assets of the Company to Tut Systems, Inc. and the immediate cessation of
business operations. The Company issued a press release, a copy of which is
filed herewith as Exhibit 99.2 and incorporated by reference herein
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit 99.2 Press Release issued December 21, 1999.
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.
OneWorld Systems, Inc.
Date: December 22, 1999 By: /s/ Marc E. Linden
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Marc E. Linden
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
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EXHIBIT INDEX
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99.2 Press Release issued December 21, 1999 - 3
OneWorld Systems to Sell Assets to
Tut Systems; Ceases Operations
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EXHIBIT 99.2
[OneWorld Systems Logo]
FOR IMMEDIATE RELEASE
Contact:
OneWorld Systems
408-523-1100
ONEWORLD SYSTEMS TO SELL ASSETS TO TUT SYSTEMS;
CEASES OPERATIONS
SUNNYVALE, CALIF. -- December 21, 1999 -- OneWorld Systems, Inc. (OTC
BB:OWLD) announced today that it has signed a letter of intent to sell the
assets of the company to Tut Systems, Inc. (Nasdaq: TUTS), a leading provider of
integrated communications systems for the multi-tenant unit (MTU) market. Tut
will acquire certain assets of OneWorld Systems including intellectual property
and fixed assets of the company. In addition, Tut intends to hire a number of
OneWorld employees, including its core engineering team. Under the terms of the
agreement, shares of Tut Common Stock and cash with an expected value of
approximately $2.3 million will be exchanged for the assets of OneWorld. This
acquisition is expected to be accounted for as a purchase, and is subject to
approval by stockholders of OneWorld Systems.
Coincident with this transaction, OneWorld Systems is ceasing operations,
effective immediately. The company intends to seek stockholder approval of the
planned sale of assets to Tut Systems, and for a voluntary plan of liquidation,
and plans to file for dissolution upon the closing of the transaction. The
company determined to take these actions at this time to prevent the company
from being required to file for protection under bankruptcy laws. The company
also terminated substantially all of the employees who were not offered
employment by Tut Systems today.
Technical support for OneWorld products will continue to be provided until
the company dissolution plan is filed.
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