<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 22, 1999
NETRIX CORPORATION
(Exact Name of Registrant as Specified in Charter)
DELAWARE 000-20512 54-1345159
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
NETRIX CORPORATION
13595 DULLES TECHNOLOGY DRIVE
HERNDON, VIRGINIA 20171
(Address of Principal Executive Offices, Including Zip Code)
(703) 742-6000
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
ITEM 5. OTHER EVENTS.
On December 22, 1999, Netrix Corporation, a Delaware corporation
("Netrix"), and OpenROUTE Networks, Inc., a Massachusetts corporation
("OpenROUTE"), voted, at separate, special meetings of their respective
shareholders, to approve the Agreement and Plan of Merger (the "Merger
Agreement") that they had entered into on September 30, 1999. Upon receipt of
such approval, the merger of the two companies was consummated. The combined
company will begin doing business as Nx Networks on December 23, 1999, and will
trade under the NASDAQ symbol NTRX.
The transaction had been approved previously by the boards of directors of
both companies, but remained contingent upon, among other things, approval by
the stockholders of both Netrix and OpenROUTE.
Pursuant to the terms of the Merger Agreement, Netrix stockholders retained
their shares and OpenROUTE were converted on a one-for-one basis into shares of
Netrix common stock. Options to purchase shares of OpenROUTE common stock also
were converted on a one-for-one basis into options to purchase shares of Netrix
common stock in the same number and at the same exercise price per share as was
held under the option to purchase OpenROUTE shares.
The Merger constituted a tax-free reorganization.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Not Applicable
(b) Pro Forma Financial Information.
Not Applicable
(c) Exhibits.
The following exhibits are filed with this Report:
EXHIBIT NO. DESCRIPTION.
99.1 Press Release of Netrix Corporation dated September 30, 1999.
2
<PAGE>
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.
NETRIX CORPORATION
Date: December 23, 1999 By: /s/ Peter J. Kendrick
_____________________________
Name: Peter J. Kendrick
Title: Chief Financial Officer
3
<PAGE>
EXHIBIT LIST
EXHIBIT NO. DESCRIPTION
99.1 Press Release of Netrix Corporation dated September 30, 1999.
4
<PAGE>
EXHIBIT 99.1
NETRIX CORPORATION AND OPENROUTE NETWORKS SHAREHOLDERS
APPROVE INFORMATION OF NX NETWORKS
--NEW COMPANY TO LEAD IN BURGEONING SECURE INTERNET TELEPHONY MARKET--
HERNDON, VA, AND WESTBORO, MA, DECEMBER 22, 1999 - Leaders in Internet telephony
Voice over Internet Protocol (VoIP) and Virtual Private Networking (VPN), NETRIX
Corporation (NASDAQ: NTRX) and OpenRoute Networks, Inc. (NASDAQ: OPEN), today
announced that shareholders of each company have voted to approve the merger of
NETRIX and OpenROUTE at separate shareholders meetings. This approval concludes
the merger transaction of the companies. The combined company will begin doing
business as NX Networks (pronounced NEX) on December 23, 1999. NX Networks will
trade under the NASDAQ symbol NTRX.
On September 30, 1999, NETRIX announced it had signed a definitive agreement to
merge with OpenROUTE. The agreement received regulatory approval in November,
and approval by a majority of NETRIX and OpenROUTE's shareholders in the two
meetings held today.
"We have combined our award-winning technologies and experienced teams to lead
the explosively growing IP telephony market, which is expected to soar to more
than $10 billion by 2005 according to market researcher Frost & Sullivan,"
stated Steven T. Francesco, NX Networks Chairman and Chief Executive Officer.
"We will deliver highly secure, `infrastructure agnostic' solutions that can
handle both voice and data and be deployed over virtually any network."
Bryan R. Holley, President and Chief Operating Officer commented, "NX Networks
will take leadership in the emerging VoVPN market by removing the "stumbling
blocks" of Internet Telephony adoption, such as quality and security. Our first
product, which we showed two weeks ago at CTI Expo is the 3000 Series, the
industry's first VoVPN gateway router which combines superior voice quality with
advanced VPN envryption, compression and authentication technology."
ABOUT NX NETWORKS
NX Networks combines two leaders in Internet Telephony and Virtual Private
Networking (VPN) technology, NETRIX Corporation and OpenROUTE Networks, Inc. NX
Networks corporate headquarters are located in Herndon, Virginia and Westboro,
Massachusetts. Additional information can be found on the company's web site at
WWW.NXNETWORKS.COM.
SAFE HARBOR STATEMENT
This press release contains forward-looking statements that involve a number of
risks and uncertainties, including references to the success of new products and
the transition between the sale of old products and the sale of new products.
5
<PAGE>
Readers are cautioned that all forward-looking statement are subject to risks
and uncertainties, including, without limitation, the timing of new
announcements or introductions by the company and its competitors, the hiring
and retention of key employees, competitive pricing pressures, the manufacturing
of products, the need for capital, dependence on third parties for
manufacturing, components and products, general economic conditions in the
United States and international markets, and the risk factors detailed from time
to time in the Company's periodic reports and registration statements filed with
the Securities and Exchange Commission. Readers are cautioned not to place undue
reliance on these forward-looking statements that speak only as of the date
hereof. The Company undertakes no obligation to publicly release the result of
any revisions to these forward-looking statements that may be made to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
6
