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-----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, I0BRifuwnHIvTaoOmqsrZaYIKbMd2vdjamFJIAsuSqnWt4OHGjwZIbO0iqlBFFGc COtdCRMkCqvZyHZFPgiD7g== 0000950134-03-007177.txt : 20030506 0000950134-03-007177.hdr.sgml : 20030506 20030506122231 ACCESSION NUMBER: 0000950134-03-007177 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030505 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030506 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VARI L CO INC CENTRAL INDEX KEY: 0000917173 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 060678347 STATE OF INCORPORATION: CO FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23866 FILM NUMBER: 03683645 BUSINESS ADDRESS: STREET 1: 4895 PEORIA STREET CITY: DENVER STATE: CO ZIP: 80239 BUSINESS PHONE: 3033711560 MAIL ADDRESS: STREET 1: 11101 EAST 51ST AVENUE CITY: DENVER STATE: CO ZIP: 80239 8-K 1 d05495e8vk.htm FORM 8-K e8vk

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): May 5, 2003

VL DISSOLUTION CORPORATION
(Exact name of registrant as specified in its charter)

Colorado
(State or other jurisdiction of incorporation)


0-23866 (Commission File No.)		06-0678347 (IRS Employer Identification No.)

4895 Peoria Street
Denver, Colorado 80239
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (303) 371-1560

TABLE OF CONTENTS


	Item 2. Acquisition or Disposition of Assets.
	Item 7. Financial Statements and Exhibits
SIGNATURE
EX-99.1 Required Pro-Forma Financial Information

Item 2. Acquisition or Disposition of Assets.

Effective May 5, 2003, Vari-L Company, Inc., a Colorado corporation (“Vari-L”), Sirenza Microdevices, Inc., a Delaware corporation (“Sirenza”) and Olin Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Sirenza (“Olin”), completed Olin’s acquisition of substantially all of the assets of Vari-L (the “Asset Sale”) pursuant to the terms of an Asset Purchase Agreement, dated December 2, 2003, by and among Sirenza, Olin and Vari-L (the “Asset Purchase Agreement”). The aggregate consideration received by Vari-L at the closing was comprised of $3.972 million in cash, 3.371 million shares of Sirenza’s common stock with a market value of $5.158 million as of May 2, 2003. In addition, Sirenza assumed $5.948 million in secured loans and accrued interest payable to Sirenza under the Loan Facility (as defined below). The final consideration received in the Asset Sale is subject to adjustment based upon finalization of Vari-L’s balance sheet as of the closing. Under the terms of the Asset Purchase Agreement, Vari-L will be retaining certain rights, assets and liabilities in connection with the transaction, including its cash and cash equivalents, life insurance policies and certain contractual liabilities. The Asset Purchase Agreement further requires Vari-L to set aside $1.510 million in cash and 1.281 million shares of Sirenza’s common stock to satisfy any indemnification claims from Sirenza or Olin that may arise prior to March 31, 2004.

Upon closing of the asset sale, significant related non-recurring charges aggregating approximately $2.1 million were incurred. The amounts due will be paid out of net proceeds from the sale. The amounts due consist of post-closing bonuses payable to key officers, investment banking fees and contract and lease termination penalties.

Following the closing of the Asset Sale, certain of Vari-L’s officers, including Charles R. Bland, Vari-L’s Chief Executive Officer, Richard P. Dutkiewicz, Vari-L’s Chief Financial Officer, Timothy G. Schamberger, Vari-L’s Vice President of Sales and Marketing and Daniel J. Wilmot, Vari-L’s Vice President of Research and Development, have or will terminate their employment with Vari-L and become employees of Sirenza.

The parties completed the Asset Sale following a special meeting of Vari-L’s shareholders on May 5, 2003, whereby the holders of a majority of Vari-L’s common stock approved the Asset Sale and the subsequent dissolution of Vari-L pursuant to an Amended Plan of Dissolution (the “Plan of Dissolution”). The Plan of Dissolution provides for the orderly liquidation of Vari-L’s remaining assets following the closing of the Asset Sale, the winding-up of Vari-L’s business and operations and the dissolution of Vari-L. Under the terms of the Plan of Dissolution, if, notwithstanding the approval of the dissolution and the adoption of the Plan of Dissolution by the shareholders of Vari-L, the board of directors of Vari-L determines that it would be in the best interests of Vari-L’s shareholders or creditors for Vari-L not to dissolve, the dissolution of Vari-L may be abandoned or delayed until a future date to be determined by Vari-L’s board of directors. In accordance with the Plan of Dissolution Vari-L filed articles of amendment to change its corporate name to VL Dissolution Corporation, effective May 5, 2003.

On October 7, 2002, Vari-L entered into a loan agreement with Sirenza which provided for a $5.3 million senior secured loan facility (the “Loan Facility”). As a condition to the Loan Facility, Vari-L entered into an Exclusivity and Right of First Refusal Agreement (the “Exclusivity Agreement”) with Sirenza to evaluate a potential acquisition of all of substantially all of Vari-L’s assets.

This Current Report on Form 8-K 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, as amended. The forward-looking statements contained herein involve risks and uncertainties, including those relating to the liquidation, dissolution and wind-up of Vari-L. For more information about Vari-L and risks arising when investing in or holding shares of Vari-L, investors are directed to Vari-L’s most recent filings with the Securities and Exchange Commission.

Item 7. Financial Statements and Exhibits

(b) Pro Forma Financial Information.

The required pro forma financial information is attached hereto as Exhibit 99.1 and incorporated herein by reference.

(c) Exhibits. The following exhibits are being filed herewith.

2.1 Asset Purchase Agreement dated as of December 2, 2002, by and among Sirenza Microdevices, Inc., Olin Acquisition Corporation and Vari-L Company, Inc. filed as Exhibit 2.1 to the Form 10-Q/A dated February 24, 2003 and incorporated herein by reference.

2.2 Amended Plan of Dissolution of Vari-L Company, Inc. as approved by the shareholders at the special meeting held on May 5, 2003 filed as Exhibit 2.1 to the Form 10-Q dated May 5, 2003 and incorporated herein by reference.

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.


	VARI-L COMPANY, INC

Dated: May 5, 2003	By:	/s/ Richard P. Dutkiewicz

		Richard P. Dutkiewicz
		Vice President of Finance and
		Chief Financial Officer

Exhibit Index


Exhibit Number		Description

Exhibit 99.1		Required pro forma financial information

EX-99.1 3 d05495exv99w1.txt EX-99.1 REQUIRED PRO-FORMA FINANCIAL INFORMATION EXHIBIT 99.1 UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION The unaudited pro forma condensed balance sheet as of March 31, 2003 presents Vari-L's financial position as if the sale to Sirenza of certain assets and liabilities (otherwise referred to as "Vari-L Sale Operations") occurred on March 31, 2003. The Vari-L balance sheet information included in the unaudited pro forma condensed balance sheet as of March 31, 2003 was derived from Vari-L's unaudited balance sheet as of March 31, 2003. The unaudited pro forma condensed statement of operations for the fiscal year ended June 30, 2002 and for the nine months ended March 31, 2003 gives pro forma effect to the sale of certain assets and liabilities of Vari-L to Sirenza as if the transactions were consummated on July 1, 2001. The information included in the unaudited pro forma condensed statement of operations for the fiscal year ended June 30, 2002 was derived from the audited statement of operations of Vari-L. The information included in the unaudited pro forma condensed statement of operations for the nine months ended March 31, 2003 was derived from the unaudited statement of operations of Vari-L. The unaudited pro forma condensed financial information has been prepared by Vari-L management for illustrative purposes only. The unaudited pro forma condensed financial statements are not intended to represent or be indicative of the financial position or results of operations in future periods or the results that actually would have been realized by Vari-L had the sale of certain assets and liabilities of Vari-L been consummated as of the dates indicated. The sale of the assets and liabilities of Vari-L to Sirenza constitutes substantially all of the operating business of Vari-L Sale Operations. The pro forma adjustments are based on information available at the date of this proxy statement/prospectus. Therefore the actual amounts recorded at the completion of the sale of certain assets and liabilities of Vari-L to Sirenza may differ materially from the amounts presented in these pro forma condensed financial statements due to expected future losses of Vari-L, additional borrowings under the loan facility with Sirenza and changes in the market price of Sirenza stock. Such changes could significantly impact the equity of Vari-L at closing. The unaudited pro forma condensed financial information, including the notes thereto, is qualified in its entirety by reference to, and should be read in conjunction with, the historical financial statements of Vari-L included in its Form 10-K filed October 8, 2002 and Forms 10-Q filed on November 14, 2002, February 13, 2003 and May 5, 2003, respectively, with the Securities and Exchange Commission. VARI-L COMPANY, INC. UNAUDITED PRO FORMA BALANCE SHEET AS OF MARCH 31, 2003 (IN THOUSANDS, EXCEPT SHARE DATA)

VARI-L COMPANY, INC. UNAUDITED PRO FORMA STATEMENT OF OPERATIONS FOR THE YEAR ENDED JUNE 30, 2002 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

VARI-L COMPANY, INC. UNAUDITED PRO FORMA STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED MARCH 31, 2003 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION NOTE 1: ASSET PURCHASE AGREEMENT BETWEEN VARI-L AND SIRENZA On December 2, 2002, Vari-L entered into a definitive agreement (the "Asset Purchase Agreement") with Sirenza. Under the terms of the Asset Purchase Agreement, Sirenza was to acquire substantially all of the assets of Vari-L and assume specified liabilities of Vari-L for approximately $13.6 million in cash and common stock consideration and forgiveness of $1.4 million in secured loans. The aggregate proceeds from Sirenza are subject to adjustment based on certain Vari-L working capital changes between September 30, 2002 and the closing date, and will be reduced by any additional funds drawn by Vari-L under its secured loan facility with Sirenza. The net proceeds payable to Vari-L under the Asset Purchase Agreement were to be paid in a ratio of fifty-five percent (55%) Sirenza common stock (valued at $1.44 per share) and forty-five percent (45%) cash. On May 5, 2003, the asset sale contemplated by the Asset Purchase Agreement was consummated. The Company received $3.972 million in cash and 3.371 million shares of Sirenza's common stock with a market value of $5.158 million as of May 2, 2003. In addition, debt of $1.354 million was forgiven and Sirenza assumed $4.594 million in secured loans and accrued interest payable. The final consideration to be received is subject to adjustments based upon finalization of the closing balance sheet. Under the terms of the Asset Purchase Agreement, the Company is required to set aside $1.510 million in cash and 1.281 million shares of Sirenza's common stock to satisfy any indemnification claims from Sirenza that may arise prior to March 31, 2004. NOTE 2: PRO FORMA ADJUSTMENTS - SALE TO SIRENZA Pro forma adjustments are necessary to reflect the sale of certain assets and liabilities and the impact of the transaction upon the financial position and results of operations of Vari-L. The pro forma adjustments are based on information available at the date of this filing. Therefore, the actual amounts recorded at the completion of the sale of certain asset and liabilities of Vari-L to Sirenza may differ materially from the amounts presented in these pro forma condensed financial statements due to the expected future losses of Vari-L, additional borrowings under the loan facility with Sirenza and changes in the market price of Sirenza stock. Such changes could significantly impact the equity of Vari-L at closing. The pro forma adjustments included in the unaudited pro forma condensed financial statements are as follows (in thousands of dollars): (1) To reflect the sale of certain assets and the assumption of certain liabilities of Vari-L as of March 31, 2003 (in thousands of dollars): ASSETS SOLD Accounts receivable $ 2,461 Inventories 2,326 Prepaid expenses 12 Property and equipment, net 4,771 Intangible assets 236 ------------ Gross assets sold $ 9,806 ------------ LIABILITIES ASSUMED Trade accounts payable 1,346 Accrued compensation 223 Other accrued expenses 20 ------------ Gross liabilities assumed $ 1,589 ------------ Net assets sold $ 8,217 ============

(2) To reflect cash of $3.972 million paid to Vari-L by Sirenza, stock consideration for an investment in the common stock of Sirenza of $4.856 million, forgiveness of $1.354 million and assumption of $4.594 million in secured loans and accrued interest payable to Sirenza. Under the terms of the Asset Purchase Agreement, the Company is required to set aside $1,510 million in cash and 1,281 million shares of Sirenza's common stock to satisfy any indemnification claims from Sirenza that may arise prior to March 31, 2004. (3) To reflect the gain of $5.775 million on the sale of certain assets to and the assumption of certain liabilities by Sirenza, offset by borrowings and accrued interest of $782,000 during April 2003. The estimated aggregate sales price to be received by Vari-L is $14.774 million (net of an adjustment to reflect a $230,000 decline in the agreed upon net asset balance between September 31, 2002 and March 31, 2003); net assets are $8.217 million. (4) To eliminate the operations of Vari-L Sale Operations due to the sale of substantially all of the assets of Vari-L to Sirenza as of July 1, 2001 (in thousands of dollars):
For the For the Year Nine Months Ended Ended June 30, March 31, 2002 2003 -------------- -------------- Net sales ....................................................... 21,348 12,315 Cost of goods sold .............................................. 13,647 8,837 Selling ......................................................... 2,925 1,949 General and administrative, except expenses relating to existing lease agreements retained by Vari-L of $921 and $655, respectively and expenses relating to professional services matters (legal, audit and tax) of $942 and $432, respectively .................................................... 5,007 3,122 Research and development ........................................ 2,669 2,182 Other income (expense), net ..................................... 12 (52)
(5) In conjunction with the sale of Vari-L Sale Operations, the Wells Fargo Credit Facility and the Sirenza Loan Facility will be paid in full. Accordingly, Vari-L will no longer have any long tem debt outstanding. The following reflects the elimination of interest expense related to the Wells Fargo Credit Facility and the Sirenza Loan Facility (in thousands of dollars):
For the For the Year Nine Months Ended Ended June 30, March 31, 2002 2003 ---------------- ------------------ ~~Interest expense......................................... 157 676~~
(6) Upon closing of the asset sale, significant related non-recurring charges aggregating approximately $2.1 million were incurred. The amounts due will be paid out of net proceeds from the sale. The amounts due consist of post-closing bonuses payable to key officers, investment banking fees and contract and lease termination penalties. NOTE 3: CONTINUING EXPENSES AND REMAINING LIABILITIES OF VARI-L Pursuant to the Asset Purchase Agreement, Vari-L will retain certain assets and liabilities. Additionally, as the dissolution of Vari-L is not expected to be completed prior to March 31, 2004, Vari-L will continue to incur certain fees and expenses related to professional services performed, existing lease agreements and litigation issues, as well as expenses relating to the accounting restatements and related legal matters. Accordingly, the pro-forma condensed financial information has been prepared to attribute all such recurring fees and expenses. ~~-----END PRIVACY-ENHANCED MESSAGE-----~~

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	(b)		Pro Forma Financial Information.

			The required pro forma financial information is attached hereto as Exhibit 99.1 and incorporated herein by reference.

	(c)		Exhibits. The following exhibits are being filed herewith.

	2.1		Asset Purchase Agreement dated as of December 2, 2002, by and among Sirenza Microdevices, Inc., Olin Acquisition Corporation and Vari-L Company, Inc. filed as Exhibit 2.1 to the Form 10-Q/A dated February 24, 2003 and incorporated herein by reference.

	2.2		Amended Plan of Dissolution of Vari-L Company, Inc. as approved by the shareholders at the special meeting held on May 5, 2003 filed as Exhibit 2.1 to the Form 10-Q dated May 5, 2003 and incorporated herein by reference.