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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) December 14, 2001
CIDCO INCORPORATED
(Exact name of registrant as specified in its charter)
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Delaware 0-23296 13-3500734
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(State or other jurisdiction of (Commission File Number) (IRS Employer Identification
incorporation) No.)
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220 COCHRANE CIRCLE
MORGAN HILL, CALIFORNIA 95037
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code (408) 779-1162
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 13, 2000, the Registrant sold certain operating assets and
certain liabilities and obligations to CIDCO Communications, LLC ("LLC")
constituting substantially all of the assets of Registrant which relate to
Registrant's telephony business, for a total purchase price of approximately
$15-$20 million pursuant to the Asset Purchase Agreement dated as of September
14, 2000, (the "Agreement"), by and between Registrant and LLC. A copy of the
Agreement is included herein as Exhibit 2.1.
As consideration for the sale of assets under the Agreement, the
Registrant will receive at closing a cash payment in the amount of $5 million
(subject to adjustment as provided in the Agreement), and will be entitled to
receive inventory payments (based on inventory consigned to LLC) and royalty
payments (based on a percentage of gross sales) for 48 months after the closing.
The parties expect the total consideration to be between $15-$20 million. The
cash portion of the consideration was paid from a contribution to capital made
to LLC by its principal owner. The amount of the purchase price was determined
through arms length negotiation between the parties.
On December 14, 2000, the Registrant announced the consummation of the
Acquisition. A copy of the press release is included herein as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) The Registrant intends to file the required financial statements on
or before February 19, 2001.
(b) The Registrant intends to file the required pro forma financial
information on or before February 19, 2001.
(c) Exhibits.
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Exhibit No. Description
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2.1 Asset Purchase Agreement, dated as of September 14, 2000, by and among the
Registrant, and CIDCO Communications LLC, a Delaware limited liability
company.
99.1 Registrant press release dated December 14, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
CIDCO INCORPORATED
Date: December 27, 2000 By: /s/
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Richard D. Kent
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No. Description
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2.1 Asset Purchase Agreement, dated as of September 14, 2000, by and between
the Registrant, and CIDCO Communications LLC, a Delaware limited liability
company.
99.1 Registrant press release dated December 14, 2000.
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