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Subsequent Event
6 Months Ended
Jun. 30, 2011
Subsequent Events [Abstract]  
Subsequent Event
Subsequent Event


On July 8, 2011, the Company completed its previously announced acquisition of Continuous Computing for approximately $77 million in cash and 2,321,016 shares of the Company's common stock. The aggregate cash amount consists of $73 million plus an additional $4.4 million, reflecting a portion of the value of Continuous Computing's estimated net working capital at the closing of the acquisition and subject to adjustment based on the final net working capital of Continuous Computing at closing. The Company also deposited an additional 1,344,444 shares of its common stock into an escrow account and subject to any indemnification claims, one-half of the shares held therein will be released one year after the closing of the acquisition with the remainder to be released six months thereafter.


In addition, the Company has agreed to make certain earn-out payments based on the amount of royalty revenues generated by a specified set of contracts associated with certain of Continuous Computing's products over a period of 36 months after closing. Earn-out payments will be made in cash in three installments following the 18-, 24- and 36-month anniversaries of July 8, 2011, the closing date, and in each case will equal the amount of such royalty revenues during the immediately preceding 18-month, six-month or 12-month period, as applicable, except that, in lieu of making any and all earn-out payments, the Company may elect after the 18-month anniversary of the closing date to make a one-time payment in cash and/or issuance of common stock with a combined aggregate value of $15 million.


In connection with the acquisition, the Company assumed Continuous Computing's stock incentive plan as to stock options held by continuing employees of Continuous Computing that were not vested on or prior to June 30, 2011, which were converted into options to acquire approximately 320,000 shares of the Company's common stock.


Continuous Computing is a developer of communications systems consisting of highly integrated Advanced Telecommunications Computing Architecture platforms and Trillium protocol software coupled with software Professional Services to complement their full solution offering. Their key customer applications include 3G and 4G Wireless infrastructure, Small Cell base stations, Traffic Management, Internet Offload and Network Security. The acquisition is expected to accelerate the Company's strategy to deliver more differentiated platforms and solutions. Continuous Computing also brings expansion into high growth markets with many new customers, creating meaningful customer diversification.


The Company is in the process of finalizing its appraisals of tangible and intangible assets relating to this acquisition, and the preliminary allocation of the purchase price to the assets acquired and liabilities assumed will be recorded in the Company's financial statements for the period ended September 30, 2011.