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Proc-Type: 2001,MIC-CLEAR
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UNITED STATES FORM 8-K CURRENT REPORT November 9, 2001 EXABYTE CORPORATION Delaware 0-18033 84-0988566 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
1685 38th Street
Boulder, Colorado 80301
(Address of principal executive offices)
(303) 442-4333
Registrant's telephone number, including area code
INFORMATION TO BE INCLUDED IN THE REPORT
Item 2. Acquisition or Disposition of Assets
On November 9, 2001, Exabyte Corporation ("Exabyte") and Ecrix Corporation ("Ecrix") completed a previously announced business combination (the "Acquisition"). The Acquisition was effected pursuant to the terms of an Agreement and Plan of Merger, dated as of August 22, 2001, among Exabyte, Ecrix, Bronco Acquisition, Inc., a wholly-owned subsidiary of Exabyte, certain lenders and certain investors named therein (the "Acquisition Agreement"). At the closing of the Acquisition, Bronco Acquisition, Inc. was merged into Ecrix (the "Merger"), as a result of which Ecrix became a wholly-owned subsidiary of Exabyte. All of the shares of Ecrix capital stock outstanding at the effective time of the Merger were cancelled and, in exchange, former holders of Ecrix capital stock became entitled to receive 10 million shares of Exabyte common stock. The number of shares of Exabyte common stock issuable in the Acquisition was fixed at the time the Acquisition Agreement was entered into, based upon arms-length negotiati ons among the parties, and was not subject to adjustment as a result of any changes in the fair market value of such shares following the execution of the Acquisition Agreement. Although Exabyte's management believes that the Acquisition will result in improved operating efficiencies, because Exabyte and Ecrix have historically operated in the data storage industry, Exabyte intends to continue to use the assets of Ecrix acquired as a result of the Acquisition in this business.
In connection with the Acquisition, Exabyte also issued 9.65 million shares of its Series H Convertible Preferred Stock to certain persons related to Ecrix. These shares were issued in a separate transaction, although the obligation to issue the shares was subject to the closing of the Merger. The shares were issued in a private placement exempt from registration under the Securities Act of 1933, as amended, pursuant to Regulation D promulgated thereunder.
The issuance of the 10 million shares of Exabyte Common Stock pursuant to the Acquisition was registered on a Form S-4 (SEC File No. 333-69808), which was declared effective by the U.S. Securities and Exchange Commission on October 10, 2001.
A press release regarding this transaction and the issuance of preferred stock for cash to certain parties related to Ecrix is described in the press release issued on November 12, 2001, a copy of which has been attached as an exhibit to this Report and is incorporated herein by reference.
Item 5. Other Events
Production of VXA products
Substantially all of Ecrix's manufacturing activity has been conducted through arrangements with Aiwa Co., Ltd. and a large media supplier. Ecrix has terminated its relationship with Aiwa and is entering into a new manufacturing relationship with Hitachi, Ltd. Currently, Ecrix is still in early negotiations with Hitachi over the terms and conditions of a manufacturing and supply agreement.
When Exabyte completes the outsourcing of its tape drive manufacturing to Hitachi, Hitachi will be the sole source manufacturer for Exabyte's M2™ tape drives. Additionally, upon the successful transition of manufacturing between Aiwa and Hitachi, Hitachi will also become the sole source manufacturer of Ecrix's VXA â -1 tape drives.
Availability of Information
Exabyte carries live on its website quarterly and other conference calls with analysts and investors as well as proceedings and remarks at meetings of Exabyte's stockholders. Exabyte's website continues to make these events available for certain limited periods of time. The remarks of Mr. Marriner, Exabyte's Chairman, President and Chief Executive Officer, made after the special meeting of Exabyte stockholders on November 9, 2001, regarding the business of Exabyte tare available on Exabyte's website at(www.exabyte.com/company).
Item 7. Financial Statements and Exhibits
Financial statements of Ecrix and pro forma financial information relating to the Acquisition reported in Item 2 of this Report has been omitted pursuant to General Instruction B (3) of Form 8-K. Such information was previously reported in the Joint Registration Statement/Proxy Statement on Form S-4 filed by Exabyte with the U.S. Securities and Exchange Commission (SEC File No. 333-69808).
Exhibit |
Description |
2.1 |
Agreement and Plan of Merger, dated as of August 22, 2001, among Exabyte Corporation, Bronco Acquisition, Inc., Ecrix Corporation, certain lenders and certain investors named therein (incorporated by reference to Appendix A included in Amendment No. 2 to Form S-4 (SEC File No. 333-69808), filed with the Securities and Exchange Commission on October 9, 2001 (the "S-4")). |
4.1 |
Certificate of Designation of Series H Convertible Preferred Stock (incorporated by reference to the S-4) |
99.1 |
Press Release issued November 12, 2001 announcing the completion of the acquisition of Ecrix Corporation by Exabyte Corporation. |
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 hereto duly authorized.
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EXABYTE CORPORATION |
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(Registrant) |
Date |
November 26, 2001 |
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By |
/s/ Craig G. Lamborn |
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Craig G. Lamborn |
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Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
INDEX TO EXHIBITS
Exhibit |
Description |
2.1 |
Agreement and Plan of Merger, dated as of August 22, 2001, among Exabyte Corporation, Bronco Acquisition, Inc., Ecrix Corporation, certain lenders and certain investors named therein (incorporated by reference to Appendix A included in Amendment No. 2 to Form S-4 (SEC File No. 333-69808), filed with the Securities and Exchange Commission on October 9, 2001). |
4.1 |
Certificate of Designation of Series H Convertible Preferred Stock (incorporated by reference to the S-4) |
99.1 |
Press Release issued November 12, 2001 announcing the completion of the acquisition of Ecrix Corporation by Exabyte Corporation. |
MEDIA CONTACT:
Exabyte Corporation |
Exabyte and Ecrix complete COMBINATION
Boulder, CO - November 12, 2001 - Exabyte Corporation (NASDAQ: EXBT), a performance leader in network backup systems, and Ecrix Corporation, a provider of value-leading tape storage solutions, announced today the closing of their previously announced business combination. The combined company now operates under the Exabyte name and offers high value, high performance tape drive and tape automation products with an emphasis on customer support and quality for the midrange storage market.
In the transaction, Exabyte issued 10 million shares of its common stock. At the same time, Exabyte sold 9.65 million shares of its newly issued Series H preferred stock for $9.65 million to certain parties related to Ecrix.
"With the finalization of this transaction, we expect to see increased efficiencies in manufacturing, marketing and sales; stronger support for additional OEM and channel business; and a product roadmap that positions the company as a leader in the midrange tape market," stated Bill Marriner, chairman, president and CEO of Exabyte Corporation. "Additionally, the return of Juan Rodriguez and Kelly Beavers to Exabyte's executive management team brings further storage marketing and technology expertise which will be instrumental in achieving our future growth plans."
Juan Rodriguez, former CEO of Ecrix, joins Exabyte as Chief Technologist. Kelly Beavers, former President of Ecrix, joins Exabyte as VP of Marketing. Mr. Rodriguez and Mr. Beavers' collective career experience represents more than 50 years in the storage industry and includes the co-founding of StorageTek in 1969 and Exabyte in 1985.
"Exabyte now has a full range of tape storage products spanning the entire midrange computing market," stated Juan Rodriguez. "Our value-oriented VXA® product line is positioned for the lucrative DDS replacement market and our MammothTape™ line is poised for growth in the 8mm high-performance market. Our automation products, offered in VXA, MammothTape and LTO™ Ultrium™, are perfect for data intensive environments that require unattended backup."
According to analyst firm Gartner Dataquest, the current installed base of DDS (DAT) tape drives at the end of 2000 was 6.2 million. DDS shipments totaled more than 1.5 million units in 2000. (Gartner Dataquest 2001 Industry Storage Report, Fara Yale.)
"With DDS technology at the end of its product lifecycle, there is an opportunity for a high-value tape technology like VXA to replace DDS technology," stated Rodriguez. "With the addition of the VXA product line to the existing lines of drives, media and tape libraries, Exabyte is well poised to benefit from the drive and automation growth opportunities in the tape storage market."
"With virtually no product overlap between the two companies, this merger is classic synergy. It is an excellent move that extends Exabyte's reach in the midrange storage markets and provides their OEMs a wider range of tape product offerings," said Bob Abraham, President, Freeman Reports.
Exabyte will provide a merger and mid-quarter update on November 28, 8:00 a.m. MST via a conference call (800-540-0559, ID: EXABYTE) and webcast (Exabyte.com).
Special Note regarding Forward-Looking Statements
The foregoing includes forward-looking statements related to Exabyte's business prospects. Such statements are made subject to one or more risks. Words such as "believes," "anticipates," "expects," "intends," "plans," "positions" and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. The actual results that Exabyte achieves may differ materially from such forward-looking statements due to risks and uncertainties relating to the described transaction, including closing conditions, the need for stockholders approval, the ability of the combined company to achieve cost savings and operating efficiencies, costs incurred to complete the merger, and potential difficulties in integrating the two companies; successful conclusion of any anticipated OEM relationships; financing arrangements; product development and acceptance; market demand; management of business and product transitions and other risks that may be discussed in Exabyte's 2000 Form 10-K and Form 10-Q for the quarter ended September 29, 2001. Please refer to Exabyte's Forms 8-K, Form 10-K and Forms 10-Q for a description of such risks.
About Exabyte Corporation
Exabyte Corporation supplies tape storage solutions that offer high-value, high-performance and automation advantages for midrange servers, workstations and computer networks. Through its worldwide network of OEM, distributor and reseller partners, Exabyte markets value-leading VXA® tape drive and automation products, high-performance 8mm, M2 and MammothTape™ drives and storage media and libraries for MammothTape, DLTtape™, Advanced Intelligent Tape (AIT) ™ and LTO™ (Ultrium™) tape technologies.
For additional information, call 1-800-EXABYTE or visit www.exabyte.com. Call (+31)-30-2548800 for Exabyte Europe and (+65)-271-6331 for Exabyte Asia/Pacific. For investor relations inquires, visit the company's Web site, call 201-946-0091 to have information faxed or e-mail investor@exabyte.com.
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Exabyte and VXA are registered trademarks, and M2 and MammothTape are trademarks of Exabyte Corp. DLTtape is a registered trademark of Quantum Corporation. LTO and Ultrium are U.S. trademarks of IBM, Seagate and HP. Advanced Intelligent Tape is a registered trademark of Sony Corporation. All other trademarks are the property of their respective owners.