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
September 30, 2015
Date of Report (date of earliest event reported)
GIGOPTIX, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 001-35520 | 26-2439072 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
130 Baytech Drive
San Jose, CA 95134
(Address of principal executive offices)
(408) 522-3100
(Registrant’s telephone number, including area code)
(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 (see General Instruction A.2. below):
| ¨ | 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 2.01 Completion of Acquisition or Disposition of Assets.
On September 30, 2015, GigOptix, Inc. (the “Company”) completed its acquisition (the “Acquisition”) of all of the outstanding shares of Terasquare Co., Ltd. (“Terasquare”) from the four former stockholders of Terasquare: Jin-ho Park, Hyeon-Min Bae, Hyung SukYoon and SB Next Onrush Investment Partnership.
The aggregate purchase price for all of the shares of the stock of Terasquare was $4,013,502, compromised solely of cash, subject to certain adjustments. The Company furnished the purchase price to the former Terasquare stockholders from cash on hand that it had raised in a previously disclosed secondary offering of its common stock that closed last month. In addition, the Company paid or assumed debt liabilities of Terasquare in the amount of $1,141,925.
Terasquare has low power, CMOS high speed communication interface semiconductors for 100Gbps Ethernet, Fiber Channel, and EDR Infiniband applications. Its quad channel Clock Data Recovery (CDR) technology and products for 100GbE datacommunication applications are applicable to 100Gbps Ethernet (QSFP28, CFP2, CFP4), OTU-4, 32G Fiber Channel, and EDR Infiniband.
Notwithstanding the immateriality in amount or significance to the Company in what was paid for the Acquisition, the Acquisition constitutes an acquisition of a significant amount of assets due to Terasquare meeting the income test, one of the prescribed definitions for determining whether a business is significant.
Item 8.01 Other Events.
In connection with the completion of the Acquisition, the Company issued a press release on September 30, 2015, a copy of which is attached hereto as Exhibit 99.1 and which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Exhibits
The financial statements for the Acquisition required by this Item 9.01 are not included in this Current Report on Form 8-K. In accordance with SEC rules, the Company will file such financial statements by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this initial Current Report is required to be filed.
(b) Exhibits
The pro forma financial information for the Acquisition required by this Item 9.01 are not included in this Current Report on Form 8-K. In accordance with SEC rules, the Company will file such pro forma financial information by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this initial Current Report is required to be filed.
(d) Exhibits
| Exhibit 99.1* | Press Release dated September 30, 2015. | |
| * | Furnished herewith |
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.
| GIGOPTIX, INC. | ||||
| By: | /s/ Dr. Avi Katz | |||
| Name: | Dr. Avi Katz | |||
| Title: | Chief Executive Officer | |||
Date: October 2, 2015
EXHIBIT INDEX
| Exhibit |
Description | |
| Exhibit 99.1* | Press Release dated September 30, 2015. | |
| * | Furnished herewith. |
Exhibit 99.1
GigOptix, Inc. Completes Acquisition of Terasquare, Co., Ltd.
Transaction Positions GigOptix as a Preeminent Supplier of 100Gbps+ Solutions
For Data Center Connectivity
San Jose, Calif., - Sept. 30, 2015 - GigOptix, Inc (NYSE MKT: GIG), a leading supplier of advanced high speed semiconductor components for use in long-haul, metro, Cloud connectivity, data centers, consumer electronics links and interactive applications, through optical and wireless communications networks, today announced it has completed the acquisition of Terasquare, Co., Ltd., to establish GigOptix-Terasquare-Korea (GTK) Co., Ltd. The combined product portfolio positions GigOptix as a preeminent supplier of industry leading 100Gbps+ datacom solutions for Ethernet, Fiber Channel, and Infiniband Data Center connectivity.
With an already dominating market share in the current generation of 40Gbps active optical cables (AOCs) and transceivers for Data Center connectivity, in the next few months GigOptix will introduce a complete 100Gbps chip-set solution, positioning it for further growth as the industry transitions from 40Gbps to 100Gbps+ speeds.
Terasquare’s proven Clock Data Recovery (CDR) technology is rapidly being integrated into GigOptix’s current High Speed Communications portfolio. GigOptix is demonstrating its 3rd generation 100Gbps Short Reach Chipset with the new 28Gbps Quad CMOS CDR this week at the ECOC 2015 tradeshow being held this week in Valencia, Spain, where error free, three separated channels for 100m, 150m, and 300m are being demonstrated. Initial revenue from these next generation products is expected in the first half of fiscal 2016.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements contain words such as “will,” and “expect,” or the negative thereof or comparable terminology, and include (without limitation) statements regarding the plans for GigOptix, including with the acquisition of Terasquare, new product development and introduction, and product sales growth and projected revenues. Forward-looking statements involve certain risks and uncertainties, and actual results may differ materially from those discussed in any such statement. These risks include, but are not limited to: the ability to extend product offerings into new areas or products, the ability to commercialize technology, unexpected occurrences that deter the full documentation and “bring to market” plan for
products, trends and fluctuations in the industry, changes in demand and purchasing volume of customers, unpredictability of suppliers, the ability to attract and retain qualified personnel, the ability to move product sales to production levels, the ability to compete for client design-in opportunities, the ability to cross-sell to new clients and to diversify and the success of product sales in new markets or of recently produced product offerings, including bundled product solutions. Additional factors that could cause actual results to differ are discussed under the heading “Risk Factors” and in other sections of the GigOptix filings with the SEC, and in its other current and periodic reports filed or furnished from time to time with the SEC. All forward-looking statements in this press release are made as of the date hereof, based on information available to GigOptix as of the date hereof, and GigOptix assumes no obligation to update any forward-looking statement.
About GigOptix, Inc.
GigOptix, Inc., (NYSE MKT: GIG) is a leading fabless supplier of high-speed semiconductor components that enable end-to-end information streaming over optical and wireless networks. Its products portfolio addresses emerging telecom long-haul and metro applications, datacom Cloud and data center connectivity, point-to-point backhaul wireless applications, and interactive interfaces for consumer electronics. The Company offers a broad portfolio of high performance MMIC solutions that enable next generation wireless microwave systems up to 90GHz and drivers, TIAs for 40Gbps and 100Gbps fiber-optic telecommunications and data-communications networks, and Clock Data Recovery (CDR) technology.
GigOptix also offers a wide range of digital and mixed-signal ASIC solutions in a wide range of technology geometries from 28nm to 0.6um, and enables a complete product life cycle support form swift introduction of new product through its ASIC SunriseTM program to extension of legacy products through its GigOptix Sunset RescueTM program.
SOURCE: GigOptix, Inc.
Media:
GigOptix, Inc.
Dr. Raluca Dinu, 408-522-3117
EVP Global Customer Operations
rdinu@gigoptix.com
Investor Relations:
Darrow Associates, Inc.
Jim Fanucchi, 408-404-5400
ir@gigoptix.com