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): March 31, 1998
BOCA RESEARCH, INC.
(Exact Name of Registrant as Specified in its Charter)
Florida 0-21138 59-2479377
(State or other jurisdiction of (Commission File (IRS Employer
incorporation or organization) Number) Identification Number)
1377 Clint Moore Road
Boca Raton, FL 33487
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code (561) 997-6227
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Item 5. Other Events.
On March 31, 1998, Boca Research, Inc., a Florida corporation (the
"Company"), issued a press release with respect to the signing of a definitive
agreement whereby the Company will purchase all of the assets of Global Village
Communication, Inc. ("Global Village") relating to the Global Village modem
business for $10 million in cash and notes, plus the assumption of certain
liabilities. The Company will also receive a warrant to purchase up to 425,000
shares of Global Village common stock. The transaction is subject to approval by
the stockholders of Global Village and other standard closing conditions.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
Exhibit 99.1 - Press Release dated March 31, 1998
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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.
BOCA RESEARCH, INC.
Date: April 9, 1998 By: /s/ R. Michael Brewer
---------------------
R. Michael Brewer
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Document
99.1 Press Release dated March 31, 1998
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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 Global Village employees 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.
"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
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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 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
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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.
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.
Note to Editors: For copies of recent press releases from Boca Research
via fax, call 800/331-1323; for company information via the Internet,
visit http://www.bocaresearch.com
