-----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, Pgn4U0wG8QnKCSp8+s53Z32S1dsFBIh2F98ggy9VhowiE29UMqvTfIQkTjWqPwGa 0TjFvx/p+uTzVIu4sh/Lxg== 0000891618-03-004626.txt : 20030902 0000891618-03-004626.hdr.sgml : 20030901 20030902171833 ACCESSION NUMBER: 0000891618-03-004626 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030829 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030902 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TELEVIDEO INC CENTRAL INDEX KEY: 0000353779 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER TERMINALS [3575] IRS NUMBER: 942383795 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11552 FILM NUMBER: 03876939 BUSINESS ADDRESS: STREET 1: 2345 HARRIS WAY CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 4089548333 FORMER COMPANY: FORMER CONFORMED NAME: TELEVIDEO SYSTEMS INC DATE OF NAME CHANGE: 19920703 8-K 1 f92809e8vk.htm FORM 8-K DATED 8/29/2003 Televideo, Inc. Form 8-K Dated 8/29/2003
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549


FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE OF 1934

Date of Report (Date of Earliest Event Reported): August 29, 2003

TELEVIDEO, INC.

(Exact Name of Registrant as Specified in its Charter)
         
Delaware
(State or Other Jurisdiction of Incorporation)
000-11552
(Commission File No.)
94-2383795
(I.R.S. Employer Identification No.)

2345 Harris Way, San Jose, California 95131
(Address of Principal Executive Office) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (480) 954-8333

Not Applicable

(Former name or former address, if changed since last report)


Item 5. Other Events
Item 7. Financial Statements, Pro Forma Information and Exhibits
SIGNATURE
EXHIBITS INDEX
EXHIBIT 99.1


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Item 5. Other Events

On August 29, 2003, Televideo, Inc. (the “Registrant”) announced that its board of directors has terminated the merger agreement, dated as of November 26, 2002 by and between Homebound Acquisition, Inc., a Delaware corporation, and Registrant. A copy of the press release issued by Registrant on August 29, 2003 concerning the termination of the merger agreement is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 7. Financial Statements, Pro Forma Information and Exhibits

(a)   Financial Statements - Not Applicable
 
(b)   Pro Forma Financial Information - Not Applicable
 
(c)   Exhibit
 

99.1 Press Release, dated August 29, 2003, announcing termination of merger agreement and going-private transaction.


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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
     
  TELEVIDEO, INC.
 
 
  By:  /s/ K. Philip Hwang
 
  K. Philip Hwang
Chairman of the Board and
Chief Executive Officer
 
 
Date: August 29, 2003


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EXHIBITS INDEX

         
Exhibit Description


99.1 Press Release, dated August 29, 2003, announcing termination of merger agreement and going-private transaction.
EX-99.1 3 f92809exv99w1.htm EXHIBIT 99.1 Exhibit 99.1
 

EXHIBIT 99.1

29 August 2003

TELEVIDEO, INC. ANNOUNCES
TERMINATION OF GOING-PRIVATE TRANSACTION

San Jose, CA – August 29, 2003 – TeleVideo, Inc. (OTC BB:TELV.OB), a developer and manufacturer of thin client hardware and software, reported today that the Board of Directors of TeleVideo has terminated its previously announced going-private transaction and merger agreement with Homebound Acquisition, Inc., a Delaware corporation controlled by Dr. K. Philip Hwang (TeleVideo’s Chief Executive Officer, Chairman of the Board, and majority stockholder). Under the terms of the merger, Homebound Acquisition, Inc. was to pay approximately $280,000 for all the outstanding shares of TeleVideo’s common stock (other than those shares beneficially owned by Dr. K. Philip Hwang and treasury shares).

Dr. Hwang said, “While the transaction is not going to be consummated, the Board of Directors feels that prospects are improving somewhat over the period since the time the agreements were negotiated. With increased revenues and the Company’s signing of two non-binding memorandums of understanding for strategic relationships with Asian electronics companies, the Board feels that the transaction is no longer in the best interest of the shareholders.”

Dr. Robert Larson, a director of TeleVideo, noted that “In spite of challenges related to the economy as a whole and sometimes difficult financial performance in recent years, we remain optimistic about TeleVideo’s future. We will continue to do our utmost to seek to maximize shareholder value by improving the TeleVideo business worldwide.”

TeleVideo will incur no extraordinary fees nor will it be obligated to make any payments to Homebound as a result of the termination of the merger agreement.

About TeleVideo, Inc.

A pioneering Silicon Valley company, TeleVideo, Inc. (OTC: BB TELV.OB) began in 1975 as the innovator and market leader of smart text terminals. Today, TeleVideo continues to be innovative by developing Windows-Based Thin Client hardware and software solutions for corporate and vertical IT professionals and end-users. TeleVideo’s family of TeleCLIENT products allows for secured, manageable and cost-effective network computing. For more information, please visit www.televideo.com.


Safe Harbor Statement. This press release contains statements that may constitute forward-looking statements pursuant to the safe harbor provisions of the Private Litigation Reform Act of 1995. These projections or statements are only predictions. Actual events or results may differ materially from those in the projections or other forward-looking statements set forth herein. Among the important factors or risks that could cause actual events to differ materially from those in the projections or other forward-looking statements are: market demand, market condition and competitive activities, risks associated with implementing the strategic relationships; the impact that failure to do so could have on the realization of the anticipated benefits of the strategic relationships; rapid technological and market change; potential fluctuations in quarterly results; financial risk management; risks inherent in the operations of the potential strategic partners that may be unknowable to TeleVideo, and future growth subject to risks. Readers are referred to the documents filed by TeleVideo with the SEC, specifically the most recent reports on Form 10-K, 10-Q and 8-K, each as it may be amended from time to time, which identify important risk factors that could cause actual results to differ from those contained in the forward-looking statements. -----END PRIVACY-ENHANCED MESSAGE-----