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) April 18, 2000
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COM21, INC.
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(Exact name of registrant as specified in charter)
Delaware 000-24009 94-3201698
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
750 Tasman Drive, Milpitas, CA 95035
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 408-953-9100
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NOT APPLICABLE
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(Former name or former address, if changed since last report.)
1. ITEM 5. OTHER EVENTS
On April 18, 2000, Com21, Inc. ("Com21") and GADline, Ltd.
("GADline") announced that they had entered into a definitive
agreement setting forth the terms and conditions of a stock-for-
stock share acquisition of GADline by Com21 (the "Purchase"). A
press release relating to the Purchase is attached hereto as
Exhibit 99.1.
2. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
99.1 Press Release dated April 18, 2000
SIGNATURE
Pursuant to the requirements of the Securities Act of 1934,
the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
COM21, INC.
Date: April 24, 2000 By: /s/ David L. Robertson
_________________________
Name: David L. Robertson
Title: Vice President Finance
Chief Financial Officer
EXHIBIT 99.1
COM21 TO ACQUIRE GADLINE, LTD.
FOR CABLE TELEPHONY PRODUCTS
APRIL 18, 2000
MILPITAS, California and Jerusalem, Israel - Com21, Inc.
(NASDAQ:CMTO) today announced that it has entered into a definitive
agreement to acquire privately held GADline, Ltd. for approximately
2.8 million shares of Com21 stock in a stock-for-stock share
acquisition transaction. GADline is one of Israel's leading
developers of integrated end-to-end system solutions delivering
telephone and high-speed date over a hybrid fiber-coaxial (HGC)
infrastructure.
The acquisition of GADline will broaden Com21's technology
portfolio and product lines, and provide greater access to the
broadband telephone market. GADline's cable telephony expertise is
expected to allow Com21 to rapidly offer enhanced telephony
solutions to cable operators worldwide, using circuit switched POTS
and ISDN over HFC networks. The acquired technologies will not
only complement Com21's current integrated voice/data product,
ComUNITY VoXT (Voice over eXchange), a newly introduced extension
of its ComUNITY Accessr cable modem system, but are also expected
to hasten time to market for Com21 VoIP products, as well.
"From its inception, Com21 has been committed to the vision of
broadband telephony," commented Pete Fenner, Com21's president and
chief executive officer. "Com21's acquisition of GADline, our
first strategic acquisition, accelerates our ability to deliver on
that commitment. It augments the depth of Com21's product
offerings, and positions us to address the growing market for
converged multi-service solutions. The combination of GADline and
Com21's great people and advanced technologies should allow us to
build voice terminals and VoIP gateways, and give our customers the
ability to provide end-to-end voice, high-speed data, and ISDN
services."
"Our vision at GADline has always been to make telephone-over-cable
a reality," noted Larry Rubin, GADline's chief executive officer.
"Clearly, Com21 shares that vision. This transaction significantly
advances our common vision by uniting GADline's telephony heritage
with Com21, a leading supplier of end-to-end cable broadband
solutions."
In acquiring GADline, Com21 will expand its global presence in
Europe and the Middle East. The acquisition in Israel, combined
with the recently opened European Development Centre in Cork,
Ireland significantly increases Com21's R&D capabilities outside
the San Francisco Bay Area. The transaction will be accounted for
as a purchase, and is expected to close in the second quarter of
2000. It is subject to customary conditions, including the receipt
of all required U.S. and Israeli regulatory approvals and the
acceptance of the share acquisition by GADline's shareholders.
About GADline, Inc.
Founded in 1991, GADline Ltd. develops, manufactures, and markets
innovative, fully managed networking solutions that deliver high-
speed data and telephony services over an HFC infrastructure.
Products include the CyberModeT DOCSIS cable modem, the ANEXTT
System (PSTN and ISDN gateway), and the VIVID 1T System (VoIP
gateway with multi-vendor NMS for headend and cable modem
management). GADline's solutions are deployed in diverse
applications in North and South America, Europe, Asia, and the
Middle East.
About Com21, Inc.
Com21, Inc. is a leading global supplier of system solutions for
the broadband access market. The Company's DOCSIS, DVB, and ATM-
based products enable cable operators and service providers
to deliver high-speed, cost-effective Internet and telephony
applications to corporate telecommuters, small businesses, home
offices, and residential users. Worldwide, Com21 has shipped
524,000 modems through March 31, 2000.
Com21 is an ISO 9001 certified company with headquarters in
Milpitas, California, and maintains sales, support, and/or
engineering locations in the United States, Canada, Europe, Asia,
and Latin America.
Safe Harbor Clause
This press release contains forward-looking information within the
meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934, and is subject to the
safe harbors created by those sections. Those forward-looking
statements include statements related to the expected date of
closing of the acquisition, and the potential benefits of the
merger. Actual results may differ materially due to a number of
factors including, but not limited to, the risk that GADline's
business will not be successfully integrated with Com21's business,
costs associated with the merger, matters arising in connection
with the parties' efforts to comply with applicable regulatory and
tax requirements relating to the transaction, and numerous
technical, operational, and financial challenges associated with
deploying, manufacturing, marketing, distributing, and servicing
broadband products. The matters discussed in this press release
also involve risks and uncertainties concerning Com21's products
and services described in Com21's filings with the Securities and
Exchange Commission (SEC). In particular, see the risk factors
described in the Company's most recent Form 10K and Form 10Q.
Com21 assumes no obligation to update the forward-looking
information contained in this press release.
