-----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, HtvVFHza8sxwvp7wHa6fqe23u0V5CanZatY0cWu0FhsF7gy+6AWr3MS2pwxugtsJ SMyvoWvi9QstWVwHOu9HcA== 0001157523-04-008214.txt : 20040901 0001157523-04-008214.hdr.sgml : 20040901 20040901075921 ACCESSION NUMBER: 0001157523-04-008214 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040901 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040901 DATE AS OF CHANGE: 20040901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AVOCENT CORP CENTRAL INDEX KEY: 0001109808 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 912032368 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30575 FILM NUMBER: 041009666 BUSINESS ADDRESS: STREET 1: 4991 CORPORATE DRIVE CITY: HUNTSVILLIE STATE: AL ZIP: 35805 BUSINESS PHONE: 2564304000 MAIL ADDRESS: STREET 1: 4991 CORPORATE DRIVE CITY: HMTSVILLE STATE: AL ZIP: 35805 FORMER COMPANY: FORMER CONFORMED NAME: AEGEAN SEA INC DATE OF NAME CHANGE: 20000323 8-K 1 a4711712.txt AVOCENT CORPORATION 8-K UNITED STATES 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) September 1, 2004 -------------------------------- AVOCENT CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 000-30575 91-2032368 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 4991 CORPORATE DRIVE HUNTSVILLE, AL 35805 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (256) 430-4000 ------------------------------ n/a - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) 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: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 8.01 Other Events. On September 1, 2004, Avocent Corporation publicly disseminated a press release announcing its acquisition of Sonic Mobility Inc., a privately held company located in Calgary, Canada. The information contained in the press release is incorporated herein by reference and filed as Exhibit 99.7 hereto. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. Exhibit Number Description of Exhibit -------------- ---------------------- 99.7 Press release issued September 1, 2004 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. AVOCENT CORPORATION Date: September 1, 2004 By: /s/ Samuel F. Saracino -------------------------------------------- Samuel F. Saracino Senior Vice President of Legal and Corporate Affairs, General Counsel, and Secretary EXHIBIT INDEX ------------- Exhibit Description - ------- ----------- 99.7 Press Release dated September 1, 2004 EX-99.7 2 a4711712ex997.txt AVOCENT CORPORATION EXHIBIT 99.7 Exhibit 99.7 Avocent Acquires Sonic Mobility; Acquisition Adds Wireless Network Administration from and of PDAs and Smartphones HUNTSVILLE, Ala.--(BUSINESS WIRE)--Sept. 1, 2004--Avocent Corporation (Nasdaq:AVCT) today announced that it acquired Sonic Mobility Inc., a privately-held company located in Calgary, Canada. The agreement provides for a total cash purchase price of $8 million plus the assumption of liabilities and payment of certain transaction costs. "The Sonic Mobility acquisition adds a suite of software products for secure wireless systems administration and mobile device management on multiple platforms, including BlackBerry, Pocket PC, and Palm platforms," stated John R. Cooper, president and chief executive officer of Avocent Corporation. "Avocent currently provides management and access solutions for fixed IT assets and believes the addition of Sonic Mobility's proprietary products will expand our markets to include solutions for the fast-growing market for mobile IT assets." Sonic Mobility's products include sonicadmin, software for mobile devices that allows management of network and data center infrastructure, sonicsecureweb, security software for intranet and extranet resource access from mobile handheld devices, and sonicsentry, a software solution for managing mobile devices centrally by IT administrators. The sonicadmin software uses a real-time secure proxy model to perform many routine server administrative functions from a mobile device. For example, the administrator can reboot a server, unlock/change passwords, restart services not functioning properly, view event logs, move files and send messages to logged-in users. Microsoft has licensed sonicadmin to be the software that drives the Windows 2003 Mobile Admin Pack. Sonic Mobility recently introduced sonicsentry, a software product for the remote control and administration of PDAs and smart phones that connect to a computer network. The new product adds a new level of network security for mobile devices. IT administrators can monitor all mobile devices for current status, apply passwords to unprotected devices and manage mobile user groups, as well as a number of other functions. For mobile devices that are lost or stolen, sonicsentry allows the IT administrator to centrally control and wipe out sensitive data. The product is ideally suited for networks that utilize cellular PDAs and smartphones to support staff in the field. Planned enhancements include over-the-air provisioning and configuration of devices, ideal applications for carriers that support a large number of mobile devices. Sonic Mobility has strategic relationships with Palm, Microsoft, RIM, NetIQ, and RSA. Sonic Mobility has over 300 customers in 14 countries, including Lockheed Martin, FedEx, Principal Financial, the U.S. State Department and the U.S. Department of Justice. Sonic Mobility CEO, Derek Ball, will join Avocent and will become Avocent's Director of Business Development for Mobile Solutions. He will be joined by Dayton Foster, Sonic Mobility's VP of Engineering, and the software development team. In connection with the acquisition, ten individuals who became non-executive officer employees of Avocent following the acquisition will be awarded a total of 40,000 employment inducement stock option grants by Avocent. These grants will have an exercise price equal to the closing share price today, September 1, 2004, and will vest over a period of four years under terms that are substantially similar to the 2003 Avocent Corporation Stock Option Plan that was approved by Avocent's shareholders in 2003. "We have already begun to integrate Sonic Mobility's mobile device solutions into future Avocent products," continued Mr. Cooper. "The combination of sonicadmin with our DSView and DSAdmin products will extend our management solutions to mobile devices. We are also excited about the potential of the continued development of sonicsentry and the large market opportunities for remote wireless management of mobile devices. We believe this is a very attractive market for Avocent and look forward to developing it with Derek Ball, Dayton Foster and the Sonic Mobility team." The acquisition is not expected to have a material effect on Avocent's third quarter results, except for a to-be-determined charge for acquired in-process research and development. About Avocent Corporation Avocent Corporation is the leading supplier of connectivity solutions for enterprise data centers, service providers and financial institutions worldwide. Branded products include switching, extension, intelligent platform management interface (IPMI), remote access and video display solutions. Additional information is available at: www.avocent.com. Forward-Looking Statements This press release contains statements that are forward-looking statements as defined within the Private Securities Litigation Reform Act of 1995. These include statements regarding the development, introduction, features, benefits, and future enhancements of new products and technologies (including software for secure wireless systems administration and mobile device management), the size, growth, and leadership of the potential markets for these products and technologies in the future, the revenue and earnings from these new products and technologies in the future, engineering and design activities, and the integration and operation of Sonic Mobility. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made, including the risks associated with the acquisition and subsequent integration of businesses and technologies, risks associated with general economic conditions, risks attributable to future product demand, sales, and expenses, risks associated with reliance on a limited number of customers, component suppliers, and single source components, risks associated with product design efforts and the introduction of new products and technologies, and risks associated with obtaining and protecting intellectual property rights. Other factors that could cause operating and financial results to differ are described in Avocent's annual report on Form 10-K filed with the Securities and Exchange Commission on March 12, 2004. Other risks may be detailed from time to time in reports to be filed with the SEC. Avocent does not undertake any obligation to publicly update its forward-looking statements based on events or circumstances after the date hereof. CONTACT: Avocent Corporation Dusty Pritchett, 256-217-1300 www.avocent.com -----END PRIVACY-ENHANCED MESSAGE-----