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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 29, 1999
ANCOR COMMUNICATIONS, INCORPORATED
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(Exact name of registrant as specified in its charter)
Minnesota 1-2982 41-1569659
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(State or other jurisdiction (Commission file number) (I.R.S. Employer
of incorporation) Identification No.)
6321 Bury Drive, Suite 13, Eden Prairie, Minnesota 55346
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(Address of principal executive offices)
Registrant's telephone number, including area code: (612) 932-4000
6130 Blue Circle Drive, Minnetonka, MN 55343
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On November 29, 1999, Ancor Communications, Incorporated (the "Company")
issued and sold to Intel Corporation ("Intel") 280,000 shares of the Company's
common stock (the "Shares") for an aggregate purchase price of $14,840,000
pursuant to a Stock Purchase Agreement, dated November 29, 1999 (the "Closing
Date"), between Intel and the Company (the "Purchase Agreement"). The Shares
were issued and sold in reliance on an exemption from registration under Rule
506 of Regulation D of the Securities Act of 1933. Pursuant to the Purchase
Agreement, Intel may not dispose of any or all of the Shares for a period of six
months from the Closing Date.
In connection with the Purchase Agreement, the Company also granted
registration rights to Intel pursuant to a Registration Rights Agreement, dated
November 29, 1999, between the Company and Intel (the "Registration Rights
Agreement"). Pursuant to the Registration Rights Agreement, the Company granted
Intel demand registration rights and short-form registration rights on Form S-3,
exercisable by Intel at any time after six months has elapsed from the Closing
Date. In addition, Intel was granted piggyback registration rights, exercisable
at any time after the Closing Date, subject to the six month restriction on
disposal of shares provided in the Purchase Agreement.
On November 24, 1999, the Company and Intel entered into a Collaboration
Agreement whereby the parties agreed to collaborate on certain technical, public
relations and marketing activities relating primarily to the development by the
Company of InifiniBand-enabled switch products.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
99.1 Press Release, dated December 7, 1999
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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, hereunto duly authorized.
December 8, 1999 ANCOR COMMUNICATIONS, INCORPORATED
By /s/ Steven E. Snyder
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Name: Steven E. Snyder
Title: Chief Financial Officer
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EXHIBIT 99.1
[ANCOR LOGO]
FOR IMMEDIATE RELEASE
PRESS CONTACTS:
Mary Miller or Aaron Pearson
Ancor Communications Shandwick International
612/932-4071 612/841-6217
[email protected] [email protected]
ANCOR ANNOUNCES AGREEMENT WITH INTEL ON INFINIBAND*
ARCHITECTURE SWITCHES
INTEL INVESTS $14.8 MILLION IN ANCOR
Eden Prairie, MN, December 7, 1999 -- Ancor Communications Inc. (NASDAQ: ANCR),
a leading provider of Fibre Channel architecture fabrics, today announced an
agreement with Intel Corporation to develop and market switches based on the new
InfiniBand* architecture.
In a related transaction, Intel made a $14.8 million investment in the
company to purchase 280,000 newly issued, unregistered shares of Ancor common
stock.
The InfiniBand architecture is a widely supported interconnect
specification that will bring new levels of reliability and performance to
Intel-based server solutions beginning in 2001. Ancor will work with Intel and
other members of the InfiniBand* Trade Association to define optimal ways of
building InfiniBand architecture interconnects and complete relevant standards.
Ancor will also work to bring some of the first InfiniBand architecture-based
switches to market in 2001.
"We are pleased to see the industry momentum building in support of the
InfiniBand architecture," said Tom Macdonald, general manager of the Fabric
Components Division at Intel's Enterprise Server Group. "As key elements of a
switched fabric, InfiniBand architecture switches will support the development
of more reliable,
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Ancor Announces Agreement With Intel, page 2 of 3
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scalable and high-performing Intel-based data centers. We are excited to be
working with Ancor, a leading developer of Fibre Channel switches, to deliver
product solutions based on the InfiniBand architecture beginning in 2001."
"Embracing InfiniBand architecture is consistent with Ancor's strategy to
provide the highest performing, most scalable switched interconnects in the
industry," said Cal Nelson, Ancor's president. "With Intel's investment, we will
accelerate our InfiniBand architecture switch development efforts in parallel
with our future-generation Fibre Channel switch developments. We look forward to
working with Intel as we apply our core strengths in switching technology to the
new architecture. Our current Fibre Channel OEMs are pleased with our
involvement in the development of this complementary new technology."
"Microprocessor speeds are continuing to increase toward gigahertz levels,"
said Robert Gray, an analyst at Framingham, Mass.-based IDC. "The bandwidth and
connectivity limits of PCI may soon leave server suppliers between a rock and a
hard place in supplying systems with balanced computing and I/O performance.
Especially vulnerable are the needs of server clusters. The InfiniBand
architecture is going to be an important key in clustering applications. With
the strength of the InfiniBand Trade Association behind it, the InfiniBand
architecture will gain wide acceptance over time, and Ancor is well positioned
to provide the switch technology."
The InfiniBand Trade Association is dedicated to developing and promoting
the InfiniBand architecture and delivering switched fabric technology. In
addition to Intel, the steering committee is comprised of Compaq Computer, Dell
Computer, Hewlett-Packard, IBM, Microsoft and Sun Microsystems. Additional
sponsor companies include Adaptec, Cisco Systems, Fujitsu-Siemens, Hitachi,
Lucent Technologies, NEC, Nortel Networks and 3Com.
About Ancor Communications
Ancor Communications Inc. (NASDAQ: ANCR) provides the SANbox series of high-
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Ancor Announces Agreement with Intel, page 3 of 3
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performing Fibre Channel switches, the broadest switch product line in the
industry. Designed for scalability, the switches are available from an
entry-level 8-port hub emulator to a 128-port Director class switch. Ancor's
leading chip technology supports features such as FLS (Full Loop Support) to
connect legacy private loop devices, hard zoning for superior data security, and
Multistage configurations that enable SANs to grow while maintaining high
performance and storage network reliability. The company was the first to
deliver a Fibre Channel switch, and the first to top the one-gigabit performance
level. Ancor, an ISO 9001 quality certified company, is a member of the Fibre
Channel Industry Association, the Storage Networking Industry Alliance, the ANSI
Standards Committee, and the University of New Hampshire Fibre Channel
Consortium to promote the advancement of Fibre Channel standards and
interoperability. Information on Ancor is available on the Web at
http://www.ancor.com.
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*Editor's note: All brands are the property of their respective owners.
InfiniBand is a service mark and a trademark of the InfiniBand
Trade Association.
ANCOR(TM) and the Ancor logo are the marks and property of
Ancor Communications, Inc.
For more information about Fibre Channel technology and Ancor Fibre Channel
solutions, call (800) 342-7379 or access World Wide Web site
http://www.ancor.com.
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Forward-looking statements as defined by the Private Securities Litigation
Reform Act of 1995 are qualified by the risk factors outlined in the documents
Ancor Communications, Inc. files with the Securities and Exchange Commission.
Statements contained in this press release regarding Ancor's developments and
marketing of products based on InfiniBand are forward-looking statements. Ancor
cannot guarantee the InfiniBand architecture will achieve success in the market.
Ancor also cannot guarantee that its development efforts will be successful or
whether its products will ultimately meet the demands of the InfiniBand
architecture market.
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