8-K 1 j4721_8k.htm 8-K

 

 

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):  August 2, 2002

 

 

AVOCENT CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

 

DELAWARE

 

000-30575

 

91-2032368

(State of Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer

 

 

 

 

Identification No.)

 

 

4991 CORPORATE DRIVE

HUNTSVILLE, ALABAMA 35805

(Address of Principal Executive Offices / Zip Code)

 

 

(256) 430-4000

(Registrant’s telephone number, including area code)

 

 

 

 



 

 

Item 5.    Other Events and Regulation FD Disclosures.

 

                                On August 5, 2002, Avocent publicly disseminated a press release announcing that Avocent has entered into a Plan and Agreement of Merger whereby Avocent will acquire 2C Computing, Inc. subject to the approval of the 2C shareholders.  The Plan and Agreement of Merger was approved by Avocent’s Board of Directors on August 2, 2002, and is filed as Exhibit 5.1 hereto.  The information contained in the press release is incorporated herein by reference and filed as Exhibit 99.1 hereto.

 

Item 7.          Financial Statements, Pro Forma Financial Information and Exhibits

 

                      (c)     Exhibits.

 

                                5.1           Plan and Agreement of Merger approved August 2, 2002.

 

                                99.1         Press Release dated August 5, 2002.

 

THE REGISTRANT UNDERTAKES TO FURNISH SUPPLEMENTALLY TO THE COMMISSION UPON REQUEST A COPY OF ANY EXHIBIT OR SCHEDULE TO THE PLAN AND AGREEMENT OF MERGER.

 

SIGNATURE

 

                                Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

AVOCENT CORPORATION

 

 

 

 

 

 

Dated: August 7, 2002

By:

/s/ Samuel F. Saracino

 

 

Samuel F. Saracino

 

 

Senior Vice President, Legal and Corporate Affairs

 

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EXHIBIT INDEX

 

 

Document

 

 

Page Nos.

 

Plan and Agreement of Merger

 

Exhibit 5.1 - 1

 

Press Release dated August 5, 2002

 

Exhibit 99.1 - 1

 

 

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