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): June 20, 2000
FIBERCORE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Nevada 000-21823 87-0445729
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(STATE OR OTHER (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
JURISDICTION OF IDENTIFICATION NO.)
INCORPORATION)
253 Worcester Road, P.O. Box 180 01507
Charlton, MA
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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Registrant's telephone number, including area code (508) 248-3900
Not Applicable
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 20, 2000, FiberCore, Inc. (the "Company"), through a wholly
owned subsidiary, acquired as of June 1, 2000, 90% of the capital stock of Xtal
Fibras Opticas, S. A., ("Xtal"), from Algar S. A., ("Algar"), one of the largest
private conglomerates in Brazil, and entered into an agreement to acquire the
remaining 10% of the capital stock (collectively, the "Acquisition"). Xtal's
manufacturing facility is located in Campinas, Brazil and manufactures primarily
singlemode optical fiber for sale mainly in Brazil.
Prior to the Acquisition, no material relationship existed between
Algar and the Company, the Company's affiliates, directors and officers, and
associates of such directors and officers.
The $25 million purchase price (the "Purchase Price") pursuant to
the Acquisition is payable over a three year period, and is subject to certain
adjustments. At the closing of the Acquisition, the Company paid Algar $10
million in cash and issued to Algar a $10 million, 6% note, payable on December
31, 2000. The Company will receive a $1 million discount if the Company redeems
the $10 million note by August 31, 2000. At the closing of the Acquisition, the
Company also issued to Algar a $2.5 million, 6% note, payable in two
installments of $1.25 million each, on September 20, 2001, and on December 20,
2002, respectively. The Company's obligation to repay the $2.5 million note is
contingent on Xtal's achieving certain profitability targets in 2000 and 2001.
The Company will acquire the remaining 10% of Xtal's common stock upon payment
of an additional $2.5 million on or before June 20, 2003. The Purchase Price was
determined through use of financial models and an analysis of Xtal's value to
the Company's business and was reached through arms-length negotiation.
The funds the Company used to pay the $10 million in cash paid to
Algar were obtained from (i) Crescent International Ltd. pursuant to an
agreement under which the Company may require Crescent to purchase securities
from time to time for an aggregate of up to $30 million and (ii) proceeds
received by the Company upon Tyco Electronics Corporation's exercise of warrants
to purchase the Company's common stock. The Company plans to pay the balance of
the Purchase Price by requiring Crescent to buy additional securities pursuant
to such agreement and/or raising funds which may become available from other
sources from time to time.
The Company's acquisition of Xtal is part of the Company's goal of
expanding capacity to meet demand and to increase its international presence.
+The Company intends to use the Xtal manufacturing facilities in Brazil to
continue to manufacture optical fiber and preform. The Company believes it can
increase Xtal's current sales by integrating the Company's technologies into
Xtal's operations, investing in new capital equipment, and expanding Xtal's
export sales.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(i) Financial Statements for Xtal Fibras Opticas S.A. as of
December 31, 1999 and 1998 and for each of the years then ended.
(ii) Pro Forma Combined Financial Statements for FiberCore, Inc.,
including the unaudited pro forma combined balance sheet at December 31, 1999,
statements of operations for the year ended December 31, 1999 and the quarter
ended March 31, 2000.
EXHIBIT NUMBER DESCRIPTION
Exhibit 2.1 Investment Agreement, dated June 1, 2000
Exhibit 4.1 Loan Agreement for $10 million, dated June 20, 2000
Exhibit 4.2 Loan Agreement for $2.5 million, dated June 20, 2000
Exhibit 10.1 Share Pledge Agreement, dated June 20, 2000
Exhibit 10.2 Warranty Agreement, dated June 20, 2000
Exhibit 10.3 Assumption of Indebtedness Agreement, dated June 20, 2000
Exhibit 10.4 Shareholders' Agreement, dated June 20, 2000
Exhibit 10.5 Supply Agreement, dated June 20, 2000
Exhibit 10.6 Patent Assignment and Transfer Agreement, dated June 20,
2000
Exhibit 23.1 Consent of Deloitte Touche Tohmatsu Auditores
Independentes, dated July 3, 2000
Exhibit 99.1 Press Release of the Registrant, dated June 21, 2000.
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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 behalf of the
Registrant by the undersigned thereunto duly authorized.
FIBERCORE, INC.
By:
/s/ Michael J. Beecher
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Name: Michael J. Beecher
Title: Chief Financial
Officer and Treasurer
Date: July 3, 2000
