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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): March 19, 1998
Hybrid Networks, Inc.
(Exact name of registrant as specified in this charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-23289 77-02520931
(Commission File Number) (I.R.S. Employer Identification Number)
10161 Bubb Road, Cupertino, CA 95014-4167
(Address of principal executive offices) (Zip Code)
(408) 725-3250
(Registrant's Telephone Number, Including Area Code)
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ITEM 5. OTHER EVENTS
The following press release was issued on March 19, 1998:
Hybrid Networks, Inc. (NASDAQ:HYBR), a leading manufacturer and
marketer of high speed cable and wireless broadband access equipment, today
announced it will acquire Pacific Monolithics, Inc. in a stock transaction
valued at $12.5 million plus the assumption of approximately $5 million of
revolving debt, according to Carl Ledbetter, Hybrid's Chairman and Chief
Executive Officer. Pacific Monolithics, a leading privately held supplier of
broadband wireless transmission equipment, is headquartered in Sunnyvale,
California and has a reported revenue of $35.3 million for its fiscal year
ended September 28, 1997.
"The acquisition positions Hybrid to offer vertically integrated
solutions in the broadband access equipment market. It will strengthen the
leadership position that Hybrid has established in the wireless broadband
industry as a leading player and will open new areas of opportunity for us
around the world," Ledbetter said.
"Our customers have been asking for a single supplier that can
provide complete, integrated, end-to-end system solutions. The acquisition is
part of our business strategy to provide the market with both two-way, as well
as one-way with telephony upstream, solutions for both the cable and wireless
markets, all utilizing the same architecture and equipment," Ledbetter said.
The transaction will be accounted for as a pooling of interests and
is expected to close by midyear, subject to several conditions including
regulatory approvals and the approval of both companies' shareholders. Hybrid
will take a one-time charge at the time of closing against the combined
earnings reflecting the cost of the merger. Following the close of the
transaction, Carl Ledbetter will continue as Chairman and Chief Executive
Officer of Hybrid Networks, Inc., and Pacific Monolithics' President, Richard
Gold, will join Hybrid as President and Chief Operating Officer.
"We are excited about the opportunities offered by the combination of
Pacific Monolithics and Hybrid Networks," stated Gold. "Many of our customers
are already using Hybrid modems and routers with Pacific Monolithics antennas
and downconverters in their new wireless broadband data businesses. This
combination is the logical next step for Pacific Monolithics and Hybrid
Networks."
Pacific Monolithics is a privately held manufacturer of wireless
communication equipment. The company specializes in RF (radio frequency)
system-level and component products including RF integrated circuits, antennas,
downconverters and encryption systems for wireless, video, voice and data
communications. Further information is available on the Pacific Monolithics
website http://www.pacmono.com.
Hybrid Networks, Inc., based in Cupertino, CA, is a broadband access
equipment company that designs, develops, manufactures and markets cable and
wireless systems that provide high speed access to the Internet and corporate
intranets for both businesses and
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consumers. Hybrid's customers include cable systems operators, broadband
wireless system operators, Internet service providers, resellers and other
businesses.
This press release contains certain forward-looking statements
related to the acquisition of Pacific Monolithics and the Company's target
market that involve risks and uncertainties. Actual results and the success of
the proposed merger may differ from the results discussed in the forward-
looking statements. Factors that might cause such a difference include, but
are not limited to difficulties in the assimilation of operations, technologies
and products of Pacific Monolithics, diversion of management, competitive
response and a downturn in the wireless broadband access and transmission
market.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Dated: March 24, 1998 Hybrid Networks, Inc.
By: /s/ Dan E. Steimle
______________________________
Dan E. Steimle
Chief Financial Officer
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