-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SRVravbfVDMrGW/4GipaAvT0A4JoCb1g2qjqGnTj0R52qRo1p+jOvgLB+wpSNrjb wMbKRYwVik96ehGj2yaLhg== 0000891020-02-001675.txt : 20021108 0000891020-02-001675.hdr.sgml : 20021108 20021108171246 ACCESSION NUMBER: 0000891020-02-001675 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021104 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APPLIED MICROSYSTEMS CORP /WA/ CENTRAL INDEX KEY: 0001000787 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 911074996 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26778 FILM NUMBER: 02814715 BUSINESS ADDRESS: STREET 1: 5020 148TH AVE NE STREET 2: P O BOX 97002 CITY: REDMOND STATE: WA ZIP: 98073-9702 BUSINESS PHONE: 2068822000 MAIL ADDRESS: STREET 1: 5020 148TH AVE NE CITY: REDMOND STATE: WA ZIP: 98073-9702 8-K 1 v85742e8vk.htm FORM 8-K Applied Microsystems Corporation
Table of Contents

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 4, 2002

APPLIED MICROSYSTEMS CORPORATION

(Exact name of registrant as specified in its charter)
         
WASHINGTON
  
0-26778
 
91-1074996
(State or other jurisdiction of
incorporation or organization)
  
(Commission File Number)
                        
 
(I.R.S. Employer)
Identification No.)

5020 148th Avenue NE
Redmond, Washington 98052
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (425) 882-2000

 

Item 2. Acquisition or Disposition of Assets.
Item 7. Financial Statements And Exhibits.
SIGNATURES
INDEX TO EXHIBITS
EXHIBIT 99.1

Table of Contents

Item 2. Acquisition or Disposition of Assets.

     On November 4, 2002, Applied Microsystems Corporation (“Applied”) announced that it had completed the sale of substantially all its embedded systems development tools assets to Metrowerks Corporation, a wholly owned subsidiary of Motorola, Inc. (“Metrowerks”) as more fully described in the press release which is attached as Exhibit 99.1 hereto. Applied’s shareholders approved the sale of assets to Metrowerks pursuant to the terms of the Asset Purchase Agreement dated as of September 3, 2002 by and between Applied and Metrowerks at a shareholder meeting held on October 29, 2002. Applied and Metrowerks subsequently satisfied the closing conditions, and the effective date of the sale was November 1, 2002. In accordance with the previously announced terms of the transaction, the purchase price was $3.9 million, which included payment for certain inventories and tangible assets as well as all intellectual property related to Applied’s hardware-enhanced software tools for the design and debugging of embedded systems, software analysis tools for application software verification, analysis and testing, and game development tools for game developers to use to develop and optimize games for video gaming consoles. In addition, Metrowerks assumed certain customer warranty and support obligations, and offered employment to 26 Applied personnel. Applied received $3.4 million at closing, with the remaining $500,000 held back for one year to secure certain indemnification obligations. Other than in the ordinary course of business, there is no material relationship between Metrowerks and Applied or any of its directors or officers.

Item 7. Financial Statements And Exhibits.

        (c)    Exhibits

         
Exhibit No.   Description
 
99.1
   Press Release of Applied Microsystems Corporation dated November 4, 2002

 

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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 hereunto duly authorized.
     
  Applied Microsystems Corporation
 
 
November 8, 2002 By:  /s/ Robert C. Bateman
 
  Robert C. Bateman
Chief Financial Officer

 

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INDEX TO EXHIBITS

         
Exhibit No.   Description
 
99.1
   Press Release of Applied Microsystems Corporation dated November 4, 2002

  EX-99.1 3 v85742exv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 For more information, contact: Rob Bateman, Chief Financial Officer Applied Microsystems Corporation (425) 882-5683 rob.bateman@amc.com APPLIED MICROSYSTEMS COMPLETES SALE OF EMBEDDED SYSTEMS DEVELOPMENT TOOLS ASSETS TO METROWERKS CORPORATION REDMOND, WASH. -- NOVEMBER 4, 2002 -- Applied Microsystems Corporation (NASDAQ: APMC) today announced that it has completed the sale of its embedded systems development tools assets to Metrowerks Corporation, a wholly owned subsidiary of Motorola, Inc. (NYSE: MOT). Applied's shareholders approved the transaction at a shareholder meeting held on October 29, 2002, and Applied and Metrowerks subsequently satisfied the remaining closing requirements. In accordance with the previously announced terms of the transaction, the purchase price was $3.9 million, which included payment for certain inventories and tangible assets as well as all intellectual property related to Applied's embedded systems development tools business. In addition, Metrowerks assumed certain customer warranty and support obligations, and offered employment to 26 Applied personnel. Applied received $3.4 million at closing, with the remaining $500,000 held back for one year to secure certain indemnification obligations. The Company has scheduled its quarterly earnings conference call and corporate update for November 6, 2002, at 2:00 PM Pacific Time. The conference call can be accessed at Applied's web site at www.amc.com. ABOUT APPLIED MICROSYSTEMS Applied has historically been a developer of tools for use by embedded systems developers. Applied's Libra Networks division represents an expansion into development of hardware and software products aimed at end-user markets -- specifically, corporate data centers. 1 The company can be reached at P.O. Box 97002, Redmond, Wash. 98073-9702; by phone at 800-426-3925; or by e-mail at info@amc.com. Visit Applied on the Web at www.amc.com. #### 2 -----END PRIVACY-ENHANCED MESSAGE-----