-----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, Sb1dUx8UG6cWdPi/HFFKe4K7rEbHiDaOxA2bhmUKs1dPRsXpjOOe/LbxU2zxtoLz A9Adsws3qUt1rdiLWr5VvQ== 0001157523-05-004772.txt : 20050516 0001157523-05-004772.hdr.sgml : 20050516 20050516080022 ACCESSION NUMBER: 0001157523-05-004772 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050516 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050516 DATE AS OF CHANGE: 20050516 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: 05831395 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 a4888793.txt AVOCENT 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) May 16, 2005 --------------- 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 7.01 Regulation FD Disclosure. On May 12, 2005, Avocent Corporation and its wholly-owned subsidiary, Avocent Redmond Corp., entered into a License and Settlement Agreement with Raritan Inc. and Raritan Computer Inc. that settles Avocent Redmond Corp.'s patent infringement lawsuit against Raritan Computer Inc. The Agreement resolves all claims among the parties. Under the terms of the Agreement, Avocent licensed certain patents to Raritan, and the parties entered into a worldwide, five-year litigation stand-still agreement. Avocent received an upfront payment and will receive quarterly payments over five years. Avocent will also be entitled to additional royalty payments if sales by Raritan of products incorporating Avocent's licensed technology reach specified levels. On May 16, 2005, Avocent publicly disseminated a press release announcing the settlement, and the information contained in the press release is incorporated herein by reference and furnished as Exhibit 99.10 hereto. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. Exhibit Number Description of Exhibit -------------- ----------------------- 99.10 Press release issued May 16, 2005 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: May 16, 2005 By: /s/ Samuel F. Saracino ---------------------------------------- Samuel F. Saracino Executive Vice President of Legal and Corporate Affairs, General Counsel, and Secretary EXHIBIT INDEX Exhibit Description - ------- ------------ 99.10 Press release issue May 16, 2005 EX-99.10 2 a4888793ex9910.txt EXHIBIT 99.10 Exhibit 99.10 Avocent Reports Settlement of Patent Infringement Lawsuit HUNTSVILLE, Ala.--(BUSINESS WIRE)--May 16, 2005--Avocent Corporation (NASDAQ:AVCT) announced today that Avocent Redmond Corp., its wholly owned subsidiary, and Raritan Computer Inc. have settled the patent infringement lawsuit brought by Avocent Redmond Corp. against Raritan Computer Inc. Under the terms of the agreement, Avocent licensed certain patents to Raritan, and the parties entered into a worldwide, five-year litigation stand-still agreement that resolves all claims between the parties. "We are pleased that we were able to bring this matter to a successful conclusion," stated John R. Cooper, Chairman and Chief Executive Officer of Avocent. "This settlement demonstrates the effectiveness of our intellectual property portfolio. We believe that our patents and intellectual property are valuable assets, and we will continue to vigorously protect our rights in those patents." 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 Avocent's future protection of patent and intellectual property rights and litigation. 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 obtaining and protecting intellectual property rights and the uncertainty of litigation. 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 14, 2005. 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, Huntsville Samuel F. Saracino, 425-861-5858 -----END PRIVACY-ENHANCED MESSAGE-----