-----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, CmHgdeat6PE1j0G8ffzTHawLXkTmBQmT2YBM2huBNDNBzX7alyv05MYsZdovIfCP UY8RbwUpwlsMHtllWAr8QQ== 0001012870-01-000101.txt : 20010123 0001012870-01-000101.hdr.sgml : 20010123 ACCESSION NUMBER: 0001012870-01-000101 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010110 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADAPTIVE BROADBAND CORP CENTRAL INDEX KEY: 0000016357 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 941668412 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-07428 FILM NUMBER: 1507349 BUSINESS ADDRESS: STREET 1: 1143 BORREGAS AVE CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 4087324000 MAIL ADDRESS: STREET 1: ADAPTIVE BROADBAND CORPORATION STREET 2: 1143 BORREGAS AVE CITY: SUNNYVALE STATE: CA ZIP: 94089 FORMER COMPANY: FORMER CONFORMED NAME: CALIFORNIA MICROWAVE INC DATE OF NAME CHANGE: 19920703 8-K 1 0001.txt CURRENT REPORT 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): January 10, 2001 ADAPTIVE BROADBAND CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-07428 94-1668412 (State of jurisdiction) (Commission File No.) (IRS Employer Identification No.) 1143 BORREGAS AVENUE SUNNYVALE, CALIFORNIA 94089 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (408) 732-4000 ------------------------------------- Item 5. Other Events. On January 10, 2001, Adaptive Broadband Corporation ("Adaptive") and Western Multiplex Corporation ("Western") mutually agreed to terminate the Agreement of Merger and Reorganization, dated as of November 12, 2000, by and among Adaptive, Western and WA Merger Sub, Inc. The press release of Adaptive, dated January 11, 2001, entitled "Adaptive Broadband and Western Multiplex Agree to Call Off Merger, Citing Current Unfavorable Market Conditions" is attached hereto as Exhibit 99.1. Item 7. Exhibits. 99.1 Press Release by Adaptive Broadband Corporation, dated January 11, 2001. 1 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, thereunto duly authorized. Adaptive Broadband Corporation Dated: January 11, 2001 By: /s/ Ken Wees ------------------------ Ken Wees Vice President, General Counsel and Secretary 2 INDEX TO EXHIBITS 99.1 Press Release by Adaptive Broadband Corporation, dated January 11, 2001. EX-99.1 2 0002.txt PRESS RELEASE BY ADAPTIVE BROADBAND 01/11/2001 Exhibit 99.1 FOR IMMEDIATE RELEASE Thursday, January 11, 2001 ADAPTIVE BROADBAND(TM) AND WESTERN MULTIPLEX AGREE TO CALL OFF MERGER, CITING CURRENT UNFAVORABLE MARKET CONDITIONS Sunnyvale, CA-ADAPTIVE BROADBAND CORPORATION (Nasdaq National Market: (ADAP) ---- announced that it and Western Multiplex Corporation have agreed to a friendly unwinding of the companies' merger agreement announced November 13, 2000. Uncertain Stock Market, Weakness in Fixed Wireless Industry Among Reasons for Halting Merger Adaptive Broadband and Western Multiplex have decided to call off their planned merger. "The fixed wireless industry currently is experiencing weakness in the U.S., and financing is eroding for emerging carriers. From a stock market point of view, fixed wireless specifically, and telecommunications stocks, in general, have really taken a beating, making it very difficult to put a monetary valuation on this transaction at this time. While we continue to believe in the strategic merits of a merger with Western Multiplex, prevailing market conditions do not allow a deal at this time,"commented Adaptive Broadband's Daniel L. Scharre. Adaptive Broadband recently lowered revenue expectations for its fiscal year 2001 second quarter ended December 31, 2000, to $8 million from an anticipated $31 million. The company is currently evaluating its financial model for its new fiscal year beginning January 1, 2001, especially the potential impact of customer issues surrounding the Competitive Local Exchange Carriers, the company's primary U.S. market. Adaptive Broadband is expected to announce second-quarter results and discuss its current business environment in its press release and conference call on January 25, 2001. The company is not holding a conference call prior to the January 25 call. Management Transition Plan Accelerated at Adaptive Broadband In view of recent developments, Adaptive Broadband's board of directors has accelerated a management transition plan. Daniel L. Scharre has been named president and chief executive officer and joins the board immediately. Frederick D. Lawrence is retiring immediately from the company rather than in July 2001, as planned, and has resigned as chairman of Adaptive Broadband's board of directors. Leslie G. Denend, currently a member of Adaptive Broadband's board of directors assumes chairmanship of the board. Additionally, Peter J. Maloney, senior vice president of finance, succeeds Donna S. Birks as chief financial officer, who has also accelerated her retirement plan. These management changes are effective immediately. "Adaptive Broadband was not for sale when approached by Western Multiplex and is not currently for sale. We will move forward as a viable, stand-alone company, and believe that our technology leadership position, strong balance sheet and expanding international opportunities will allow us to succeed in the fixed wireless market," commented Les Denend, chairman of the board. About Adaptive Broadband Adaptive Broadband (www.adaptivebroadband.com) is a data networking solutions ------------------------- company that is developing leading-edge technology for the deployment of broadband wireless communication over the Internet. Its AB-Access fixed wireless broadband platform bridges the last mile, replacing the local loop for corporate and small business subscribers. Combining a leading packet-on-demand technology and time division duplexing, it offers data transmission at rates up to 25 Mbps - -- providing the capability for voice, real-time video conferencing, transmission of full streaming video, web surfing, and transmission of data files - all simultaneously and over one connection. Safe Harbor This press release includes forward-looking statements, such as Adaptive Broadband's potential success in product development, that involve risks and uncertainties. Actual events or results may differ materially from those suggested by the forward-looking statement. Factors that could cause actual events or results to differ materially include, but are not limited to, fluctuations in quarterly results, delays in receipt of orders or in the shipment of products, delays in the development of data communications and Internet markets and delays in product enhancements. For a more detailed discussion of these and other factors, see "Risk Factors" contained in Adaptive Broadband's Annual Report on Form 10-K for the fiscal year ended June 30, 2000. ### For Further Information Contact: - -------------------------------- Stephanie M. Day Investor Information Line: Vice President-Investor Relations and (Toll-free) 1-888-225-6789 Corporate Communications www.adaptivebroadband.com ------------------------- (408) 743-3429 (408) 743-3482 Fax sday@adaptivebroadband.com - -------------------------- -----END PRIVACY-ENHANCED MESSAGE-----