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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): March 16, 2000
NETRIX CORPORATION
(Exact Name of Registrant as Specified in Charter)
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<CAPTION>
<S> <C> <C>
Delaware 000-20512 54-1345159
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
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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)
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Item 2. Other Events.
On March 16, 2000, Netrix Corporation, a Delaware corporation doing
business under the name Nx Networks ("Nx Networks"), completed its acquisition
of AetherWorks Corporation, a privately held Minnesota corporation that provides
innovative voice and data carrier class convergence solutions for the
telecommunications industry ("AetherWorks"). The acquisition was effected
through the merger of AetherWorks with and into Nx1 Acquisition Corp., a
wholly-owned subsidiary of Nx Networks (the "Merger"), pursuant to an Agreement
of Plan of Merger executed by all three parties, dated as of December 31, 1999.
In the Merger, Nx Networks issued 1.377 shares of its common stock for
each outstanding common share of AetherWorks. Each holder of Class B common
shares of AetherWorks also received a liquidation preference of .59 shares of Nx
Networks per share of AetherWorks Class B common stock. Each holder of an option
or warrant to acquire AetherWorks common stock became entitled to acquire 1.377
shares of Nx Networks common stock per AetherWorks share originally underlying
the option or warrant, and the exercise price per share was reduced
proportionately.
Under the terms of the Merger Agreement, a further adjustment will be
made to the merger consideration if the closing price of Nx Networks common
stock on the Nasdaq Stock Market for the 15 trading day period ended October 31,
2000 does not equal or exceed $22.50 per share. In such event, additional shares
of Nx Networks common stock will be issued such that the consideration per share
of AetherWorks common stock is equal to $22.50 per share based upon that average
closing price; provided the total number of shares of Nx Networks common stock
issued in the Merger will not exceed 19.9% of the total Nx Networks outstanding
shares.
The Merger constituted a tax-free reorganization.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
To be filed by amendment.
(b) Pro Forma Financial Information.
To be filed by amendment.
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(c) Exhibits.
The following exhibits are filed with this Report:
Exhibit No. Description.
2.1* Agreement and Plan of Merger by and among Netrix Corporation,
doing business as Nx Networks, Nx1 Acquisition Corp. and
AetherWorks Corporation, dated as of December 31, 1999.
10.1* Voting Agreement between Netrix Corporation doing business as Nx
Networks, and William H. Costigan, Robert C. Lind and Jonathan A.
Sachs dated as of December 31, 1999.
10.2* Registration Rights Agreement made by Netrix Corporation, doing
business as Nx Networks, in favor of the holders of common stock
of AetherWorks Corporation, dated as of December 31, 1999.
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* Incorporated by reference to the Current Report on Form 8-K filed by
Netrix Corporation on January 14, 2000.
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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.
NETRIX CORPORATION
Date: March 30, 2000 By: /s/ Peter J. Kendrick
_____________________________
Name: Peter J. Kendrick
Title: Chief Financial Officer
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EXHIBIT LIST
Exhibit No. Description.
2.1* Agreement and Plan of Merger by and among Netrix Corporation,
doing business as Nx Networks, Nx1 Acquisition Corp. and
AetherWorks Corporation, dated as of December 31, 1999.
10.1* Voting Agreement between Netrix Corporation doing business as Nx
Networks, and William H. Costigan, Robert C. Lind and Jonathan A.
Sachs dated as of December 31, 1999.
10.2* Registration Rights Agreement made by Netrix Corporation, doing
business as Nx Networks, in favor of the holders of common stock
of AetherWorks Corporation, dated as of December 31, 1999.
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* Incorporated by reference to the Current Report on Form 8-K filed by
Netrix Corporation on January 14, 2000.
