Attached files
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EX-2.1 - EX-2.1 - IXIA | v54117exv2w1.htm |
EX-99.1 - EX-99.1 - IXIA | v54117exv99w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 21, 2009
IXIA
(Exact name of registrant as specified in its charter)
California | 000-31523 | 95-4635982 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
||
26601 W. Agoura Road, Calabasas, California | 91302 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: 818.871.1800
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2 below):
o Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Entry into a Material Definitive Agreement | 1 | |||||
Results of Operations and Financial Condition | 2 | |||||
Financial Statements and Exhibits | 2 | |||||
Exhibit 2.1 Asset Purchase Agreement | ||||||
Exhibit 99.1 Press Release |
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Item 1.01 Entry into a Material Definitive Agreement
On
October 21, 2009, Ixia, a California corporation (Ixia or the Company), entered into an Asset Purchase Agreement (the Asset Purchase Agreement) with Agilent Technologies,
Inc., a Delaware corporation (Agilent). Pursuant to the terms of the Asset Purchase Agreement,
the Company and its affiliates will acquire substantially all of the
assets of Agilent and its
affiliates that relate to the design, development, research, manufacture, supply, distribution,
sale, support and maintenance of the Agilent N2X and Agilent Network Tester products and the
provision of services relating to such products (the Business), and assume certain
liabilities of Agilent relating to the Business, for a cash purchase price of
$44,075,000, subject to a post-closing working capital adjustment. The acquisition is scheduled to close on October 30, 2009, subject
to certain customary closing conditions.
Pursuant to the Asset Purchase Agreement, Ixia will offer employment to all employees of the
Business, and Agilent will sublease (or assign leases for) certain facilities to Ixia. In
connection with the Asset Purchase Agreement, Ixia and Agilent have also entered into a Transition
Services Agreement pursuant to which Agilent will provide to Ixia, for agreed upon fees and
beginning on the date of the closing, certain services through March 31, 2010 and certain other
services through June 30, 2010 (subject to earlier termination
by Ixia under certain circumstances).
The Asset Purchase Agreement contains customary representations, warranties and covenants.
Each party has agreed to indemnify the other for (i) subject to certain limitations, losses
arising out of breaches of representations, warranties and covenants in the Asset Purchase
Agreement and in certain related documents and (ii) liabilities that, in the case of Ixia, are
excluded from the transaction and, in the case of Agilent, are assumed by Ixia. The Asset Purchase
Agreement contains certain termination rights for both Ixia and Agilent.
The foregoing description of the Asset Purchase Agreement and the transactions contemplated
thereby does not purport to be complete and is qualified in its entirety by reference to the Asset
Purchase Agreement, which is filed as Exhibit 2.1 hereto and incorporated by reference into this
Current Report on Form 8-K.
Item 2.02 Results of Operations and Financial Condition
On October 21, 2009, the Company issued a press release regarding the proposed transaction
with Agilent that also included an announcement of the Companys estimated net revenues for the
fiscal third quarter ended September 30, 2009. A copy of the press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K.
The information in this Item 2.02 and in Exhibit 99.1 furnished herewith shall not be deemed
filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
Exchange Act), or otherwise subject to the liabilities of that Section, nor shall it be deemed
incorporated by reference into any registration statement or other document filed under the
Securities Act of 1933, as amended, or the Exchange Act.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Description | |
2.1
|
Asset Purchase Agreement, dated October 21, 2009, by and between Ixia and Agilent Technologies, Inc. (pursuant to Item 601(b)(2) of Regulation S-K, schedules to the Asset Purchase Agreement have been omitted; they will be supplementally provided to the SEC upon request) | |
99.1
|
Press Release dated October 21, 2009 of the Company |
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SIGNATURES
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.
Ixia |
||||
Dated: October 27, 2009 | By: | /s/ Thomas B. Miller | ||
Thomas B. Miller | ||||
Chief Financial Officer |
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EXHIBIT INDEX
Exhibit No. | Description | |
2.1
|
Asset Purchase Agreement, dated October 21, 2009, by and between Ixia and Agilent Technologies, Inc. (pursuant to Item 601(b)(2) of Regulation S-K, schedules to the Asset Purchase Agreement have been omitted; schedules will be supplementally provided to the SEC upon request) | |
99.1
|
Press Release dated October 21, 2009 of the Company |