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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) January 24, 2000
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PAIRGAIN TECHNOLOGIES, INC.
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(Exact name of Registrant as specified in charter)
Delaware 0-22202 33-0282809
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
14402 Franklin Avenue, Tustin, California 92780-7013
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (714) 832-9922
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Not Applicable
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(Former name or former address, if changed, since last report.)
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Exhibit Index is on Page 4
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ITEM 5. OTHER EVENTS.
On January 24, 2000, PairGain Technologies, Inc., a Delaware
corporation (the "Company"), issued a press release announcing that it entered
into an Asset Purchase Agreement with GlobeSpan, Inc., a Delaware corporation
("GlobeSpan") on January 21, 2000, under which the Company agreed to sell the
Company's assets relating to its microelectronics group to GlobeSpan. A copy of
the press release is attached as Exhibit 99.1 and incorporated herein by this
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit
Number
99.1 Press Release, dated January 24, 2000, entitled "GlobeSpan
to Acquire PairGain's Microelectronics Group"
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SIGNATURES
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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.
PAIRGAIN TECHNOLOGIES, INC.
Date: January 28, 2000 By: /S/ MICHAEL PASCOE
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Michael Pascoe
President and Chief Executive Officer
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EXHIBIT INDEX
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The following exhibits are attached hereto and incorporated herein by
reference:
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Exhibit Sequentially
Number Numbered Pages
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99.1 Press Release, dated January 24, 2000, entitled "GlobeSpan to 5-6
Acquire PairGain's Microelectronics Group"
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EXHIBIT 99.1
GlobeSpan to Acquire PairGain's Microelectronics Group
Purchase to Include Intellectual Property and Other Assets of PairGain's
DSL Chipset Group
RED BANK, NEW JERSEY AND TUSTIN, CA - JANUARY 24, 2000 -- GlobeSpan,
Inc. (NASDAQ: GSPN), a leading provider of integrated circuit, software and
systems designs for digital subscriber line (DSL) applications and PairGain
Technologies, Inc. (NASDAQ:PAIR), a leader in DSL access systems, today
announced that they have reached a definitive agreement for the purchase and
sale of PairGain's microelectronics group, designers of integrated circuits and
software for DSL applications, to GlobeSpan.
The purchase price will be a combination of 1,081,197 shares of
GlobeSpan common stock and a $90.0 million subordinated redeemable convertible
note. The deal is expected to close in the first quarter.
On November 15, 1999 PairGain announced its intent to divest its
microelectronics group to facilitate PairGain's new focus on system-level,
multi-service access platforms.
In addition, GlobeSpan and PairGain will enter into a supply agreement
for the sale of DSL chipsets to PairGain. GlobeSpan, with this acquisition, will
establish a Southern California design center from which it expects to expand
over the next few years.
"We are extremely excited to add to GlobeSpan these intellectual
property assets and 40 experienced DSL engineers from PairGain, stated Armando
Geday, GlobeSpan's president and CEO. This opportunity to add to our core
competencies and talent resources will enhance our ability to extend our market
share lead, advance our product development and accelerate our time to market,"
added Geday.
"We are very proud of the past accomplishments of our microelectronics
team and believe that the group will contribute significantly to GlobeSpan and
towards the ongoing evolution of the DSL marketplace, said Mike Pascoe,
PairGain's president and CEO. This move reinforces our focus towards the sales
and support of system-level products, including Avidia, the industry leading DSL
access switch. Our agreement with GlobeSpan allows us to continue to leverage
the skills of the micro team without the costs associated with intensive ongoing
development," he added.
ABOUT GLOBESPAN
GlobeSpan, Inc. is a leading worldwide developer of advanced DSL
chipsets, which enable data transmission over the existing network of copper
telephone wires, known as the local loop, at rates over 100 times faster than
today's commonly deployed 56K modems. To date, the company has shipped more than
one million DSL chipsets, representing a significant share of this emerging
market, to a customer base of more than 100 DSL equipment manufacturers.
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GlobeSpan, Inc. is based at 100 Schulz Drive, Red Bank, New Jersey 07701 and can
be reached by phone at + 1-732-345-7500. The company's web site is
www.globespan.net. GlobeSpan is a trademark of GlobeSpan, Inc.
ABOUT PAIRGAIN TECHNOLOGIES, INC.
PairGain is the leader in the design, manufacture and sale of DSL
networking systems. Service providers and private network operators worldwide
use PairGain's products to deploy DSL-based services such as high-speed Internet
and remote LAN access.
For more than 10 years, PairGain has been recognized as a technology
leader and industry innovator of telecommunications equipment. The company
offers the widest range of DSL-based systems available.
Product lines include HiGain Solitaire (TM) HDSL2 solutions, HiGain (R)
T1/E1 access systems, PG-Flex Plus (TM), PG-Flex (R) and PG-Plus (R) subscriber
carrier systems, the Avidia (R) System, Megabit Modems (R) and Campus-HRS (TM)
DSL access products. Well over 1.7 million PairGain DSL modes are installed in
more than 70 countries.
Additional information about the company is available on the Internet
at www.pairgain.com.
Except for the historical information contained herein, the matters
discussed in this press release are forward-looking statements within the
meaning of the safe-harbor provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are subject to risks and
uncertainties that may cause actual results to differ materially, including but
not limited to economic, competitive, governmental and technological factors
affecting both GlobeSpan's and PairGain Technologies' operations, markets,
services and related products, prices and other factors discussed in GlobeSpan's
recent prospectus and other periodic filing with the Securities and Exchange
Commission and PairGain's periodic filings with the Securities and Exchange
Commission.
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