-----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, Mj7CCOEmVuEj+BiYOwYF+wXdGH4F8yHoFktWClWhcYbh0Tyo8X6gkJ8Gv1WYTutf WRQ/XxyZhWsPA/niRXr6tg== 0001012870-01-501001.txt : 20010627 0001012870-01-501001.hdr.sgml : 20010627 ACCESSION NUMBER: 0001012870-01-501001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20010517 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010524 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PALM INC CENTRAL INDEX KEY: 0001100389 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER TERMINALS [3575] IRS NUMBER: 943150688 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-29597 FILM NUMBER: 1647411 BUSINESS ADDRESS: STREET 1: 5470 GREAT AMERICA PARKWAY CITY: SANTA CLARA STATE: CA ZIP: 95052 BUSINESS PHONE: 4083269000 MAIL ADDRESS: STREET 1: 5470 GREAT AMERICA PARKWAY CITY: SANTA CLARA STATE: CA ZIP: 95052-8145 8-K 1 d8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): May 17, 2001 Palm, Inc. (Exact name of Registrant as specified in its charter) Delaware 0-29597 94-3150688 (State or other jurisdiction of [Commission File Number] (I.R.S. Employer incorporation or organization) Identification Number) 5470 Great America Parkway Santa Clara, CA 95052 (Address of principal executive offices) (408) 326-9000 (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS On May 17, 2001, Palm, Inc. ("Palm") and Extended Systems Incorporated ("Extended Systems") entered into a Mutual Termination Agreement And Amendment to Agreement And Plan of Reorganization (the "Termination Agreement") which terminated the Agreement and Plan of Reorganization between Palm and Extended Systems dated March 6, 2001 pursuant to which Palm was to acquire Extended Systems (the "Merger Agreement"). The Merger Agreement is attached as Exhibit 99.1 to this Form 8-K. The Termination Agreement is attached as Exhibit 99.2 to this Form 8-K. On May 17, 2001, Palm issued a press release announcing the termination of the Merger Agreement. This press release is attached as Exhibit 99.3 to this Form 8-K. On May 17, 2001, Palm issued a press release announcing a lower revenue outlook for its fourth quarter of fiscal 2001 and summarizing actions taken by Palm to address conditions facing its business. This press release is attached as Exhibit 99.4 to this Form 8-K. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits.
Exhibit Number Description - ----------------- ----------------------------------------------------------------------------------- 99.1 Agreement and Plan of Reorganization by and between Palm, Inc. and Extended Systems Incorporated dated March 6, 2001. (Incorporated by reference from Exhibit 1 to the Schedule 13D for Palm, Inc. filed on March 15, 2001 (File No. 005-55473)). 99.2 Mutual Termination Agreement And Amendment to Agreement And Plan of Reorganization by and between Palm, Inc. and Extended Systems Incorporated dated as of May 17, 2001. 99.3 Palm, Inc. Press Release issued May 17, 2001. 99.4 Palm, Inc. Press Release issued May 17, 2001.
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. Palm, Inc. (Registrant) Date: May 24, 2001 By: /s/ Judy Bruner _____________________ Judy Bruner Senior Vice President and Chief Financial Officer -2- EXHIBIT INDEX
Exhibit Number Description - ----------------- ----------------------------------------------------------------------------------- 99.1 Agreement and Plan of Reorganization by and between Palm, Inc. and Extended Systems Incorporated dated March 6, 2001. (Incorporated by reference from Exhibit 1 of the Schedule 13D of Palm, Inc. (File No. 005-55473).) 99.2 Mutual Termination Agreement And Amendment to Agreement And Plan of Reorganization by and between Palm, Inc. and Extended Systems Incorporated dated as of May 17, 2001. 99.3 Palm, Inc. Press Release issued May 17, 2001. 99.4 Palm, Inc. Press Release issued May 17, 2001.
-3- EX-99.2 2 dex992.txt MUTUAL TERMINATION AGREEMENT Exhibit 99.2 ------------ MUTUAL TERMINATION AGREEMENT AND AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION This MUTUAL TERMINATION AGREEMENT AND AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") is made and entered into as of May 17, 2001, between Palm, Inc., a Delaware corporation ("Parent") and Extended Systems Incorporated, a Delaware corporation (the "Company"). Parent and Company are collectively referred to herein as the "Parties" and each individually as a "Party." Unless defined herein, capitalized terms have the meaning given them in the Merger Agreement (as defined below). RECITALS -------- A. Parent and the Company are parties to that certain Agreement and Plan of Reorganization dated as of March 6, 2001 (the "Merger Agreement") pursuant to which it was contemplated that the Company would be merged with and into Parent. B. Contemporaneously with the execution of the Merger Agreement, Parent, Company and certain affiliate stockholders of the Company entered into (i) a Stock Option Agreement, (ii) Company Voting Agreements, and (iii) Affiliate Agreements (collectively, the "Ancillary Agreements"). C. Section 7.1 (a) of the Merger Agreement provides that the Merger Agreement may be terminated at any time prior to the Effective Time by mutual written consent duly authorized by the Boards of Directors of Parent and the Company. D. Each of Parent and the Company have determined to terminate the Merger Agreement and each of the Ancillary Agreements as provided herein. AGREEMENT --------- NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows: 1. Amendment of Section 7.1(a) of the Merger Agreement. Section 7.1(a) --------------------------------------------------- of the Merger Agreement is hereby amended in its entirety to read as follows: "(a) by mutual written consent duly authorized and executed by each of Parent and the Company;" 2. Termination of Merger Agreement. The Parties agree that, effective ------------------------------- immediately, (i) the Merger Agreement is hereby terminated pursuant to Section 7.1(a) of the Merger Agreement, with the effect set forth in Section 7.2 of the Merger Agreement, and (ii) the Ancillary Agreements are hereby terminated, and none of such Ancillary Agreements will be of any further force or effect. 3. Publicity. The Parties will issue a mutually agreed upon joint --------- press release (the "Initial Release") upon the signing of this Agreement with respect to this Agreement and the termination of the Merger Agreement and the Ancillary Agreements. Except as required by law or applicable listing agreement, no other press release shall be issued regarding the termination of the Merger Agreement by either Parent or the Company without the prior written consent of the other. Notwithstanding the foregoing, the Parties will be permitted to make reference to the matters addressed in this Agreement in other press releases, provided that such references are consistent in substance with the Initial Release. 4. Amendment. This Agreement may be amended, supplemented or modified --------- only by a written instrument duly executed by or on behalf of each Party hereto. 5. Entire Agreement. This Agreement supercedes all prior discussions, ---------------- representations, warranties and agreements, both written and oral, among the Parties with respect to the subject matter hereof, and contains the sole and entire agreement among the Parties with respect to the subject matter hereof. 6. Governing Law. This Agreement shall be governed by and construed in ------------- accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof. 7. Counterparts. This Agreement may be executed in one or more ------------ counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. IN WITNESS WHEREOF, Parent and the Company have caused this Mutual Termination Agreement and Amendment to Agreement and Plan of Reorganization to be duly executed as of the date first above written by their respective officers duly authorized. PALM, INC. By: /s/ Carl J. Yankowski ------------------------ Carl J. Yankowski Chief Executive Officer EXTENDED SYSTEMS INCORPORATED By: /s/ Steven D. Simpson ------------------------ Steven D. Simpson President and Chief Executive Officer EX-99.3 3 dex993.txt PRESS RELEASE Exhibit 99.3 ------------ Palm and Extended Systems Mutually Terminate Merger Agreement Reaffirm Intention to Work Collaboratively SANTA CLARA, Calif., and BOISE, Idaho, May 17 /PRNewswire/ -- Palm, Inc. (Nasdaq: PALM) and Extended Systems Inc. (Nasdaq: XTND) today ---- ---- announced that they have mutually and amicably agreed to terminate their proposed merger agreement for Palm to acquire Extended Systems without payment of any termination fee. A proposed acquisition was announced March 6 and was expected to close in June. The slowing economy and market conditions led both companies to conclude that a termination of merger plans would best serve both companies and their respective shareholders. "While this turn of events is disappointing, Palm and Extended Systems agree that this is the right thing to do at this time. Palm will continue to target the enterprise aggressively via leveraged partnerships and alliances with a number of companies, including Extended Systems," said Carl Yankowski, Palm chief executive officer. "We've worked well together in the past, and I expect more of the same to come. We've both come away with a much deeper appreciation of our enterprise customers' needs." "Extended Systems' commitment to providing a complete mobile computing solution to the enterprise market remains unchanged," said Steve Simpson, Extended Systems chief executive officer. "We will continue to work closely with Palm to offer CIOs tools to deploy mission-critical applications to their mobile work force." The executives of both companies agree that offering enterprise customers a combined solution of Palm's handheld devices and Extended Systems' mobile infrastructure software will continue to be a priority. Palm also will work with other companies to provide solutions to enterprise customers, and Extended Systems will continue to provide mobile infrastructure software that supports all handheld-device operating system platforms, including the Palm platform. About Extended Systems Extended Systems is a leading provider of mobile information management solutions that enable users to access, collect, synchronize, and print information on demand. The company's products include data synchronization and management software, short-range wireless connectivity products (Bluetooth and IrDA-compliant), and client/server database management systems with remote access capabilities. Extended Systems' customers and key relationships include 3Com, Palm, IBM, Intel, Microsoft, Compaq, Motorola, Ericsson, Hewlett-Packard, Agilent, Sharp, NEC, and Toshiba. About Palm, Inc. Palm, Inc. is a pioneer in the field of mobile and wireless Internet solutions and a leading provider of handheld computers, according to IDC (December 2000). Based on the Palm OS(R) platform, Palm's handheld solutions allow people to carry and access their most critical information with them wherever they go. Palm(TM) handhelds address the needs of individuals, enterprises and educational institutions through thousands of application solutions. The Palm OS platform is also the foundation for products from Palm's licensees and strategic partners, such as Franklin Covey, HandEra (formerly TRG), Handspring, IBM, Kyocera, Sony, and Symbol Technologies. Platform licensees also include Nokia and Samsung. The Palm Economy is a growing global community of industry-leading licensees, world-class OEM customers, and more than 155,000 innovative developers and solution providers that have registered to develop solutions based on the Palm OS platform. Palm went public on March 2, 2000. Its stock is traded on the Nasdaq national market under the symbol PALM. More information is available at http://www.palm.com. ------------------- Cautionary Note Regarding Forward-looking Statements This press release contains forward-looking statements that involve risks and uncertainties, including those relating to Palm's long-term plans to continue to utilize partnerships and other alliances to develop and market products and services to enterprise customers; and the parties' long-term plans to collaborate to provide enterprise customers with a combined solution of Palm's handheld devices and Extended Systems' infrastructure software. Actual results may differ materially due to a number of factors, including, among others, future strategic decisions made by Palm and/or Extended Systems; competitive developments; consumer demand for mobile and wireless handhelds; and the rapid pace of technological change in the handheld computer, communications and wireless industries. The matters discussed in this press release also involve risks and uncertainties described in Palm's and Extended Systems' most recent filings with the Securities and Exchange Commission. Palm and Extended Systems assume no obligation to update the forward-looking information contained in this press release. NOTE: Palm OS is a registered trademark and Palm is a trademark of Palm, Inc. or its subsidiaries. EX-99.4 4 dex994.txt PRESS RELEASE Exhibit 99.4 ------------ Palm Lowers Fourth Quarter Outlook Expects to Take One-Time Charges; Palm's Device and OS Share Remain Strong SANTA CLARA, Calif., May 17 /PRNewswire/ -- Palm, Inc. (Nasdaq: PALM), a ---- pioneer in the field of mobile and wireless Internet solutions and a leading provider of handheld computers, today is providing a business update. This update includes a lower revenue outlook for its fourth quarter of fiscal 2001. It also summarizes recent actions Palm has taken to address current conditions. In a separate announcement, the company also said that Palm and Extended Systems (Nasdaq: XTND) have mutually and amicably agreed to terminate ---- their proposed merger. Palm reported that it currently expects revenue for the fourth quarter of fiscal 2001 to range between $140 million and $160 million, compared to its previous fourth quarter revenue outlook of $300 million to $315 million. The company reported revenues of $350 million in the fourth quarter of fiscal 2000 and $471 million in the third quarter of fiscal 2001. "Our new m500 family of handheld computers is shipping in volume later than we had hoped, precluding the opportunity for distributors, retailers and resellers to reorder in our fourth quarter," said Carl Yankowski, Palm's chief executive officer. "In addition, we believe that this delay stalled sales of our existing products in all regions. The shipment delay accounts for the bulk of our reduced revenue outlook and is exacerbated by the slowing economy, which we believe has spread beyond the U.S. "In response, we are offering more attractive pricing and promotions on our existing products than we had previously anticipated. "We are encouraged, however, by several factors," Yankowski said. They are: -- Resolution of the issues causing the volume shipment delay; -- Commencement of Palm(TM) m500 family shipments outside the United States, which has just begun, with shipments to all major markets expected by the end of June; -- Positive initial U.S. retail sell-through data on our new products; and -- Several surveys indicating that Palm branded and Palm Powered(TM) devices continue to hold or increase Palm's leading share. The company's outlook for pro forma operating loss is now expected to range between $170 million and $190 million, compared to previous estimates of $80 million to $85 million. The company reported pro forma operating profit of $13 million in the fourth quarter of fiscal 2000 and $4 million in the third quarter of fiscal 2001. Pro forma operating profit (loss) comparisons exclude certain expenses, including amortization of goodwill and intangible assets, purchased in-process technology, legal settlements, separation costs and other one-time charges expected in the fourth quarter of fiscal 2001. The company expects to take the following one-time charges in the fourth quarter of fiscal 2001: -- A charge to provide for excess component and finished goods inventory and related costs. This inventory charge is expected to be approximately $300 million. -- Restructuring and other special charges related to severance costs, real estate consolidation, and other actions, many of which will reduce ongoing expenses. Palm reported that it had implemented a previously announced reduction-in-force in mid-April that lowered the company's employee and contractor work force by approximately 300 people or 15 percent. Palm said it expects to see approximately $34 million in expense savings during fiscal year 2002 from this action. Real estate actions include consolidating employees in fewer buildings, subleasing excess facilities, and possible termination of the lease agreement for the property previously planned for its future corporate campus in San Jose, Calif. Palm plans to report its fourth quarter and year-end results during the week of June 25, 2001. Palm m500 Series Shipping Palm is now shipping in volume its new m500 handheld computer series. The advanced m500 products use the company's new Palm OS(R) 4.0 and incorporate the company's dual expansion architecture, featuring a Secure Digital (SD) and MultiMediaCard expansion slot, plus Palm's new Universal Connector with USB connectivity. The company's dual expansion architecture opens up exciting new product uses, including interoperability between handhelds and other consumer electronic devices, such as digital cameras and printers. The company also expects initial availability of SD cards with input/output capabilities, including Bluetooth applications, by the end of the year. "We remain confident about the long-term prospects for Palm and our industry. We have exciting new products, extraordinary brand positioning, the leading handheld device and OS share, and are backed by the power and leverage of the Palm Economy, now with more than 155,000 registered developers and 10,000 software applications written for the Palm platform. We are also aggressively investing in R&D to drive increasingly innovative solutions so we can reach new customers in new markets," said Yankowski. About Palm, Inc. Palm, Inc. is a pioneer in the field of mobile and wireless Internet solutions and a leading provider of handheld computers, according to IDC (December 2000). Based on the Palm OS(R) platform, Palm's handheld solutions allow people to carry and access their most critical information with them wherever they go. Palm(TM) handhelds address the needs of individuals, enterprises and educational institutions through thousands of application solutions. The Palm OS platform is also the foundation for products from Palm's licensees and strategic partners, such as Franklin Covey, HandEra (formerly TRG), Handspring, IBM, Kyocera, Sony, and Symbol Technologies. Platform licensees also include Nokia and Samsung. The Palm Economy is a growing global community of industry-leading licensees, world-class OEM customers, and more than 155,000 innovative developers and solution providers that have registered to develop solutions based on the Palm OS platform. Palm went public on March 2, 2000. Its stock is traded on the Nasdaq national market under the symbol PALM. More information is available at http://www.palm.com. ------------------- Safe Harbor Statement This release contains forward-looking statements. In particular, the release includes statements about expected fourth quarter revenue and pro forma operating loss. These statements are subject to numerous risks and uncertainties that may cause Palm to have different results, including the level of orders and shipments during the final weeks of the quarter, accounting adjustments made during the closing of the quarter, the continuing effect of the current economic slowdown, and anticipated shipments, acceptance and success of new products. The release also contains forward-looking statements about expected one-time charges for the fourth quarter. These statements are also subject to risks and uncertainties, including accounting adjustments during the closing of fourth fiscal quarter and changed business circumstances during the final weeks of the quarter that may result in the need to change or eliminate these charges. The release also contains a statement about expected expense savings during fiscal year 2002 from a reduction-in-force. This statement is subject to risks, including the ability of Palm to effectively identify and eliminate expenses, possible fluctuations in future expenses, and significant expenses that may need to be incurred but that are unforeseen at this time. Other risks are explained in Palm's filings with the Securities and Exchange Commission, including the Annual Report on Form 10-K filed on August 16, 2000 and its most recent Form 10-Q filed on April 11, 2001. NOTE: Palm OS is a registered trademark and Palm and Palm Powered are trademarks of Palm, Inc. or its subsidiaries. INVESTOR'S NOTE: The company will hold a conference call for press and analysts at 2 p.m. PDT to discuss matters covered in this press release. The dial-in number for the call is 800-275-3210 in the United States and 973-633-1010 for international callers. A telephone call replay of the conference call will be available through May 31, 2001 beginning today at approximately 5 p.m. PDT. The dial-in number for the replay is 877-519-4471 (PIN # 2611893) in the United States and 973-341-3080 (PIN #2611893) for international callers. The conference call will also be available over the Internet by logging onto the investor relations section of Palm's website at http://www.palm.com/. - -------------------- -----END PRIVACY-ENHANCED MESSAGE-----