SECURITIES EXCHANGE AND 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): November 21, 1996
CASTELLE
(Exact name of registrant as specified in its charter)
California
(State or other jurisdiction of incorporation)
0-220-20 77-0164056
(Commission File No.) (IRS Employer Identification No.)
3255-3 Scott Boulevard
Santa Clara, California 95054
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (408) 496-0474
Total number of pages: 5
Index to Exhibits at page: 4
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Item 2. Acquisition or Disposition of Assets.
(a) On November 20, 1996, Castelle concluded a transaction pursuant to
which Ibex Technologies, Inc., a California corporation ("Ibex") merged with and
into Castelle. The transaction was consummated pursuant to the terms of an
Agreement and Plan of Reorganization (the "Reorganization Agreement") dated as
of August 22, 1996, by and among Castelle, Ibex and certain shareholders of
Ibex. The execution of the Reorganization Agreement was previously reported in a
Current Report on Form 8-K filed by Castelle on August 30, 1996. Pursuant to the
terms of the Reorganization Agreement, (i) each share of the Common Stock of
Ibex outstanding immediately prior to the consummation of the merger has been
converted into the right to receive 4.0297965 shares of the Common Stock of
Castelle, (ii) each share of Preferred Stock of Ibex outstanding immediately
prior to the consummation of the merger has been converted into the right to
receive 5.029797 shares of Castelle Common Stock, and (iii) each option
exercisable for Ibex Common Stock outstanding immediately prior to the
consummation of the merger has been assumed by Castelle and the right to receive
a share of Ibex Common Stock upon exercise has been converted into the right to
receive 4.0297965 shares of Castelle Common Stock (the Acquisition"). As a
result of the terms just described, 790,637 shares of Castelle Common Stock have
been issued in exchange for outstanding shares of Ibex Common Stock and Ibex
Preferred Stock and 59,363 shares of Castelle Common Stock shall be issued upon
exercise of options for Ibex Common Stock assumed by Castelle in connection with
the Acquisition. The shares of Castelle Common Stock issued or available for
issuance in connection with the Acquisition have been approved for listing with
the Nasdaq National Market System. The transaction was approved by the
shareholders of Ibex at a special meeting of Ibex shareholders held on November
18, 1996 and by the shareholders of Castelle at the annual meeting of Castelle
shareholders held on November 19, 1996.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired. The following audited
financial statements of Ibex and the accompanying notes, as previously included
in the Proxy Statement/Prospectus filed as part of the Registration Statement
filed on Form S-4 (Registration No. 333-14815) by Castelle on October 24, 1996
(the "Form S-4"), are hereby incorporated by reference in this Current Report as
Exhibit 99(a), and incorporated into this Item 7 by this reference:
(1) Balance Sheets at December 31, 1995 and December 31, 1994.
(2) Statement of Operations for the years ended December 31, 1995 and
December 31, 1994.
(3) Statements of Changes in Shareholders' Equity for the years ended
December 31, 1995 and December 31, 1994.
(4) Statements of Cash Flows for the years ended December 31, 1995 and
December 31, 1994.
1.
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(c) The following exhibits are furnished in accordance with the provisions
of Item 601 of Regulation S-B:
Exhibit Number Exhibit
20.1 Press Release issued November 21, 1996. Filed herewith.
23.1 Consent of Coopers & Lybrand LLP. Filed herewith.
99.1 The following audited consolidated financial statements of
Ibex and the accompanying notes, included in the Proxy
Statement/Prospectus filed as part of the Form S-4, are
hereby incorporated herein by reference in this Current
Report as Exhibit 99.1:
(1) Balance Sheets at December 31, 1995 and
December 31, 1994.
(2) Statement of Operations for the years ended
December 31, 1995 and December 31, 1994.
(3) Statements of Changes in Shareholders' Equity for
the years ended December 31, 1995 and December
31, 1994.
(4) Statements of Cash Flows for the years ended
December 31, 1995 and December 31, 1994.
2.
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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, thereunto duly authorized.
CASTELLE
Dated: November 21, 1996 By: /s/ Randall I. Bambrough
Randall I. Bambrough
Vice President of Finance and
Chief Financial Officer
3.
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INDEX TO EXHIBITS
Exhibit No. Description
20.1 Press Release issued November 21, 1996
23.1 Consent of Coopers & Lybrand
99.1 The following audited financial statements of Ibex
Technologies, Inc. and the accompanying notes, as previously
included in the Proxy Statement/Prospectus filed as part of
the Registration Statement filed on Form S-4 (Registration
No. 333-14815) filed by Castelle on October 24, 1996, are
hereby incorporated by reference in this Current Report as
Exhibit 99.1:
(1) Balance Sheets at December 31, 1995 and December 31, 1994
(2) Statements of Operations for the years ended December 31,
1995 and December 31, 1994.
(3) Statements of Changes in Shareholders' Equity for the
years ended December 31, 1995 and December 31, 1994.
(4) Statements of Cash Flows for the years ended December 31,
1995 and December 31, 1994.
4.
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this Current Report of Castelle on Form 8-K of
our report dated July 31, 1996, except for Note 14 for which the date is August
16, 1996, on our audits of the financial statements of Ibex Technologies, Inc.,
as of December 31, 1995 and December 31, 1994, and for each of the two years in
the period ended December 31, 1995.
Sacramento, California
November 21, 1996
5.
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Company contacts: Agency contacts:
Ney Grant William Orrange
Castelle, Ibex Division Janis Ulevich
916-939-8888 Ulevich & Orrange, Inc.
[email protected] 415-329-1590
[email protected]
Randy Bambrough
Castelle Corporate Headquarters
408-496-0474
[email protected] FOR IMMEDIATE RELEASE
CASTELLE COMPLETES ACQUISITION OF IBEX TECHNOLOGIES
SANTA CLARA, Calif., Nov. 21, 1996 -- Castelle (NSDQ: CSTL) has
completed its acquisition of Ibex Technologies, Inc., a privately held company
that is the market leader in fax-on-demand systems.
The acquisition follows an agreement signed on August 22, 1996, under
which Castelle agreed to acquire all the outstanding Ibex stock and stock
options in exchange for 850,000 shares of Castelle common stock. The
acquisition, approved by Castelle and Ibex shareholders on November 19 and
November 18 respectively, is intended to be tax free in nature and accounted for
as a pooling of interests for financial statement purposes.
The newly created Ibex Division of Castelle remains at Ibex
headquarters in El Dorado Hills, Calif. Ney Grant, former Ibex president and
CEO, has been appointed Castelle's vice president of marketing.
In announcing the August 22 agreement, Art Bruno, Castelle CEO and
chairman, said, "Castelle and Ibex have truly complementary sales channels.
Together these channels will expand both companies' sales opportunities,
enabling Ibex to deliver fax-on-demand to the mass market and Castelle to
penetrate large enterprises with its LAN fax solutions."
In October, Castelle introduced InfoPress, a product which integrates
technology from Castelle and Ibex. InfoPress users can implement highly flexible
information publishing via fax, email and the World Wide Web, or add email and
fax delivery capabilities to existing Web sites.
Castelle, founded in 1987, designs, develops, markets and supports
internetwork fax- and print-server products for workgroups, plus
fax/email-on-demand, fax gateway, fax broadcast and Web fax systems. Products
are available through a worldwide network of more than 40 distributors in 31
countries. The company also has relationships with selected original equipment
manufacturers and system integrators and sells software enhancements and
upgrades directly to end users. The company, publicly traded on the
over-the-counter market under the NASDAQ symbol CSTL, is headquartered in Santa
Clara, California.
6.
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