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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): OCTOBER 2, 1998
CYBERGUARD CORPORATION
(Exact name of Registrant as specified in its charter)
2000 W. COMMERCIAL BLVD., SUITE 200, FT. LAUDERDALE, FLORIDA 33309
(address of principal offices)
954-958-3900
(Registrant's telephone number)
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Incorporation under the laws of the Commission File Number I.R.S. Employer Identification Number
STATE OF FLORIDA 0-24544 65-0510339
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 2, 1998, CyberGuard Corporation, a Florida corporation (the
"Company"), consummated the sale of substantially all of the assets of its
wholly-owned subsidiary, Arca Systems, Inc., a California corporation ("Arca"),
to Exodus Communications, Inc., a Delaware corporation ("Exodus"), pursuant to
an Asset Purchase Agreement, dated as of October 2, 1998 (the "Purchase
Agreement"). The Company had previously acquired Arca from its shareholders
earlier in 1998.
The Company received a total cash consideration from Exodus of
approximately $3.4 million. In addition, the Company effectively obtained
general releases from each of the former shareholders of Arca, and the return
to the Company of all of the consideration paid to the former shareholders of
Arca at the time the Company acquired Arca.
The foregoing description of the Purchase Agreement is qualified in
its entirety by the full text of those agreements which are included as Exhibit
2.1 to this Current Report on Form 8-K and incorporated herein by reference.
The Company's Common Stock is traded on the Nasdaq National Market under the
symbol "CYBGE".
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(b) Pro forma financial information.
The pro forma financial information of the Company required by this
item is not included in this initial report on Form 8-K. Such pro forma
financial information will be filed by amendment to this report on Form 8-K as
soon as it is available, but in no event later than sixty (60) days after the
date of this initial report.
(c) Exhibits.
2.1 Asset Purchase Agreement, dated as of October 2,
1998, by and among the Company, Arca, Exodus and EC
Acquisitions Corp., a Delaware corporation and a
wholly-owned subsidiary of Exodus
The Asset purchase Agreement required by this item
is not included in this initial report on Form 8-K. Such
Agreement will be filed by amendment to this report on Form
8-K as soon as it is available, but in no event later than
sixty (60) days after the date of this initial report.
99.1 Press Release of the Company.
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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 thereunto duly authorized.
CYBERGUARD CORPORATION
By: /s/ Terrence Zielinski
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Terrence Zielinski
Acting Chief Financial Officer
Dated: October 19, 1998
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FOR MORE INFORMATION CONTACT:
PRESS CONTACTS:
CyberGuard Corporation Radcom Strategic Marketing
Susan Zykoski, Marketing Communications Mgr. Marianne Radwan
954.958.3900 561.988.5300
[email protected] [email protected]
CYBERGUARD ANNOUNCES SALE OF ARCA SYSTEMS
TO EXODUS COMMUNICATIONS, INC.
FT. LAUDERDALE, FL--OCTOBER 5, 1998--CyberGuard Corporation (NASDAQ: CYBGE), a
leading provider of network security and eCommerce solutions, today announced
the sale of its Arca Systems professional services business to Exodus
Communications(TM) Inc., a leading provider of Internet system and network
management solutions for enterprises with mission-critical Internet operations.
In exchange for the Arca Systems assets, CyberGuard received $3.4 million in
cash and the return of consideration paid by CyberGuard to former Arca Systems
shareholders at the time of CyberGuard's acquisition of Arca Systems. The
former shareholders and CyberGuard executed mutual releases of liability to
each other.
"The sale of Arca Systems is a positive development for both companies, because
it supports the re-focus of CyberGuard's core business objectives, while
enhancing Exodus' security offerings," noted Tommy Steele, President and CEO of
CyberGuard Corporation. "Exodus gains the premier provider of network and
system security services and solutions. And through this sale, CyberGuard
continues to solidify its position in response to recent liquidity issues,
enabling the Company to focus on its strategic goal of claiming a leadership
position in the network security and electronic commerce industries. CyberGuard
looks forward to continuing a strong relationship with Arca Systems as we
continue to provide expert security solutions to our customers and prospects."
Arca Systems is a high-end security integration services firm specializing in
practical applications of advanced security technology for information systems.
The company provides its clients with the methods, tools, techniques and
knowledge to securely process and communicate information. Arca Systems has
provided assistance, guidance, planning, methods and training to a wide variety
of customers in private industry and government organizations."
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"We will continue to work with CyberGuard as its network security and eCommerce
solutions offer commercial and government customers data integrity and sound
access control," explained Bill Wilson, President of Arca Systems.
"We are pleased to have Arca Systems join Exodus, and expect this acquisition
to allow us to work more closely with CyberGuard and its enterprise customers,"
noted Ellen Hancock, President and CEO of Exodus.
ABOUT CYBERGUARD
CyberGuard Corporation is a leading provider of enterprise security and
electronic commerce solutions to Fortune 1000 companies and governments
worldwide. CyberGuard's award winning, industrial-strength firewall and
certificate authority products and services protect the integrity of data and
applications from unauthorized access. The company has world headquarters in
Ft. Lauderdale, Florida and branch offices worldwide. More information on
CyberGuard Corporation can be found at http://www.cyberguard.com and
http://www.tradewave.com
FORWARD LOOKING STATEMENTS
Statements regarding estimates and future prospects contained in this press
release are forward looking statements. These statements are based upon
assumptions and analyses made by the Company in light of current conditions,
future developments, and other factors the Company believes are appropriate in
the circumstances, or information obtained from third parties, and are subject
to a number of assumptions, risks and uncertainties. Readers are cautioned that
forward-looking statements are not guarantees and that actual results might
differ materially from those suggested in the forward-looking statements.
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