<PAGE>
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) November 9, 1998
--------------------------
LEVEL ONE COMMUNICATIONS, INCORPORATED
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
California 0-22068 33-0128224
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
9750 Goethe Road, Sacramento, CA 95827
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (916) 855-5000
----------------
NOT APPLICABLE
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE>
ITEM 2. OTHER EVENTS.
On November 9, 1998, the Registrant announced that it signed a definitive
agreement to acquire Jato Technologies, Inc. Please refer to the press release
which is included as Exhibit 99.1 to this filing for further information.
<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.
Date: November 19, 1998 LEVEL ONE COMMUNICATIONS,
INCORPORATED
/s/ John Kehoe
-------------------------
John Kehoe
Senior Vice President and
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit Number Description of Document Sequentially
Numbered Page
99.1 Press release dated November 9, 1998
<PAGE>
Exhibit 99.1
Press Release
<PAGE>
APPROVED BY: CONTACT:
----------- -------
Level One Communications, Inc. Morgen-Walke Associates
John Kehoe Jeannine La Pietra/Chris Danne
Chief Financial Officer (415) 296-7383
(916) 855-5000 Patricia Walsh
(212) 850-5600
LEVEL ONE COMMUNICATIONS TO ACQUIRE JATO TECHNOLOGIES
-----------------------------------------------------
Acquisition of high performance Gigabit Ethernet controller technology and
IP software expertise further strengthens leadership in the deployment of
Gigabit Ethernet over Category 5 Copper Wire
SACRAMENTO, Calif.--November 9, 1998--Level One Communications, Inc.
(Nasdaq: LEVL) announced today that it has signed a definitive agreement to
acquire Jato Technologies, Inc. located in Austin, Texas. Jato is a silicon
provider of high performance, multi-speed Gigabit Ethernet controller
technology and has recently commenced initial shipments of their first
product. Under the terms of the transaction, which will be accounted for as
a pooling of interests, Level One will issue shares that total
approximately $80 million in exchange for all outstanding equity interests
of Jato. The transaction is expected to close before the end of November
and be slightly accretive to 1999 financial results.
The acquisition of Jato's business provides Level One with Jato's high
performance, multi-speed Gigabit Ethernet controller technology as well as
expertise in implementing complex network algorithms and protocols, such as
Transmission Control Protocol/Internet Protocol (TCP/IP) in silicon. In
conjunction with its multi-speed Gigabit physical layer technology, this
capability will give Level One the opportunity to provide complete, high
performance, low-cost solutions for 10/100/1000 Mbps Ethernet over Category
5 copper wire. Moreover, this transaction complements Level One's recent
acquisition of Acclaim Communications. Level One now has a complete
portfolio of silicon solutions for bus-to-bus networking including multi-
layer switching and routing ASICs for the transmission of voice, data, and
video over Ethernet LANs as well as other wide area data networks such as
Frame Relay and ATM. With the explosion of Internet/Intranets, Level One
is poised to expand its position as a leading supplier of mainstream data
networking technologies.
"Our strategy is to deliver end-to-end, Networking Systems-on-Silicon and
this transaction represents Level One's latest step in the execution of
this strategy," commented Dr. Robert S. Pepper, president and CEO of Level
One. "Jato's advanced Gigabit Ethernet controller technology coupled with
their expertise in TCP/IP and high performance driver design, will be a
critical enabler for wide acceptance of Gigabit Ethernet over Category 5
copper wire. We are excited that they have become a part of the Level One
family."
<PAGE>
"Level One and Jato share the vision of providing high performance,
affordable solutions that accelerate the development and deployment of
Gigabit Ethernet over Category 5 copper wire," said Walter Thirion,
president and CEO of Jato Technologies. "Jato has been focused on evolving
the network interface to a higher level of intelligence and Level One is
the clear winner in physical layer devices. The combination of Jato and
Level One will be a powerful force in the emerging 100/1000 Mbps Ethernet
over Category 5 copper market."
Michael Dell, a participant in Jato's last financing round through a
personal investment, was enthusiastic about the acquisition. "Jato
Technologies and Level One are demonstrating the technology leadership
necessary to enable 100/1000 Mbps Ethernet for standards-based servers and
workstations," Dell said.
LEVEL ONE COMMUNICATIONS, INC.
Level One Communications (Nasdaq: LEVL) provides silicon connectivity, LAN
switching and WAN access solutions for high-speed telecom and networking
applications. These components are critical elements in today's
telecommunication and data communication networks and are the key building
blocks for the Intranets and Internets of the future. Level One combines
its strengths in analog and digital circuit design, with its communications
systems expertise, to produce digital and mixed-signal solutions with
increased functionality and greater reliability, resulting in lower total
systems cost. Level One Communications, Inc. is ISO 9001 registered,
illustrating the company's commitment to world-class standards and
providing high quality products.
Company headquarters are located at 9750 Goethe Road, Sacramento, CA 95827.
For information on the company and its products, visit its site on the
World Wide Web at http://www.level1.com
---------------------
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITY LITIGATION REFORM ACT OF
1995
This press release contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Actual results could differ materially
from those projected in the forward-looking statements, which involve a
number of risks and uncertainties, including but not limited to (i) Level
One's ability to successfully integrate the acquisition of Jato with the
Company's operating plan, including the successful integration and
marketing of Jato's Gigabit Ethernet controller technology, (ii) whether
the currently anticipated financial benefits of the acquisition will result
in the acquisition being accretive to Level One's earnings in fiscal 1999
and beyond. Also refer to the cautionary statements contained in Level
One's annual report on Form 10-K for the year ended December 28, 1997 and
its quarterly report on Form 10-Q for the quarter ended June 28, 1998.
Level One disclaims any obligations to revise or update any forward-looking
statement that may be made from time to time by it or on its behalf.
