8-K 1 0001.txt 8-K ================================================================================ 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) - December 29, 2000 --------------- SPECTRIAN CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 0-24360 77-0023003 (State or other jurisdiction of (Commission File Number) (IRS Employer Incorporation) Identification No.) 350 West Java Drive 94089 Sunnyvale, California (Zip Code) (Address of principal executive offices) (408) 745-5400 (Registrant's telephone number, including area code) --------------- [N/A] (Former name or address, if changed since last report) ================================================================================ Item 2. Acquisition or Disposition of Assets. On December 29, 2000, Spectrian Corporation (the "Company") completed the sale of substantially all of the assets and liabilities comprising the Company's UltraRF division (the "Business") pursuant to the Asset Purchase Agreement dated as of November 20, 2000 among Cree, Inc. ("Cree"), Zoltar Acquisition, Inc. ("Zoltar") and the Company, attached hereto as Exhibit 2.1. The Asset Purchase Agreement provides for the sale by the Company of certain assets and liabilities of the Business. The assets sold and liabilities assumed include business inventories, equipment and tangible property, intangible assets, contract rights, records, supplies, rights associated with prepaid expenses, certain rights against third parties, certain software and certain trade accounts receivable, obligations and liabilities under certain contracts, warranty obligations and tax obligations and liabilities relating to the Business. The aggregate purchase price paid by Cree under the Asset Purchase Agreement consists of stock consideration of 2,656,917 shares of Cree common stock. Cree and its wholly-owned subsidiary, Zoltar, have no material relationship with the Company or, to the knowledge of the Company, with any of its affiliates, directors, officers or their associates. Attached as an Exhibit is a copy of the press release of January 2, 2001, announcing the close of the transaction. Item 7. Financial Statements and Exhibits. (a) Financial Statements of business acquired. Not applicable. (b) Pro Forma Financial information. The following unaudited pro forma condensed consolidated balance sheet assumes that the sale of the UltraRF division occurred on October 1, 2000. The following unaudited pro forma condensed consolidated statement of operations for the period ended October 1, 2000 and the following unaudited pro forma condensed consolidated statement of operations for the year ended March 31, 2000 respectively, assumes that the sale occurred on April 1, 1999. The pro forma financial information is presented for illustrative purposes only and does not purport to be indicative of the operating results or financial position that would have occurred had the sale been effected for the periods indicated nor is it indicative of the future operating results or financial position of the Company. The pro forma adjustments are based upon information and assumptions available at the time of the filing of this Form 8-K. Spectrian Corporation Pro Forma Condensed Consolidated Balance Sheet as at October 1, 2000 (in thousands, except share data) (unaudited) --------------------------------------------------------------------------------
Pro Forma Pro Forma As reported Adjustments Amounts --------- --------- --------- Assets Current assets: Cash and cash equivalents $ 16,011 $ -- $ 16,011 Short-term investments (Note 2a) 28,211 87,713 115,924 Restricted short-term investments (Note 2a) -- 6,790 6,790 Accounts receivable (Note 2b) 23,998 (277) 23,721 Inventories (Note 2b) 28,059 (6,363) 21,696 Prepaid expenses and other current assets (Note 2b) 8,154 (233) 7,921 Deferred tax asset (Note 4) -- 5,000 5,000 --------- --------- --------- Total current assets 104,433 92,630 197,063 Property and equipment, net (Note 2b) 18,465 (7,302) 11,163 Other assets 1,268 -- 1,268 --------- --------- --------- Total assets $ 124,166 $ 85,328 $ 209,494 --------- --------- --------- Liabilities and Stockholders' Equity Current liabilities: Accounts payable (Note 2b) $ 17,222 $ (1,342) $ 15,880 Accrued liabilities (Note 2b) 11,373 12,102 23,475 Current portion of debt and capital lease obligations (Note 2b) 1,227 (60) 1,167 Deferred gain on sale of UltraRF (Note 2b) -- 58,000 58,000 Income taxes payable (Note 4) -- 5,000 5,000 --------- --------- --------- Total current liabilities 29,822 73,700 103,522 Debt and capital lease obligations, net of current portion (Note 2b) 573 (73) 500 --------- --------- --------- 30,395 73,627 104,022 --------- --------- --------- Stockholders' equity: Preferred stock, $0.001 par value, 5,000,000 shares authorized; non issued and outstanding respectively -- -- -- Common stock, $0.001 par value, 20,000,000 shares authorized; 12,006,843 and 11,859,507 shares issued, respectively; 11,006,843 and 10,859,507 shares outstanding, respectively 12 -- 12 Additional paid-in capital (Note 4) 161,379 -- 161,379 Treasury stock, 1,000,000 shares of common stock held (14,789) -- (14,789) Deferred compensation expense (84) -- (84) Accumulated other comprehensive loss (281) -- (281) Accumulated deficit (Note 2b) (52,466) 11,701 (40,765) --------- --------- --------- Total stockholders equity 93,771 11,701 105,472 --------- --------- --------- Total liabilities and stockholders' equity $ 124,166 $ 85,328 $ 209,494 --------- --------- --------- The accompanying notes are an integral part of these pro forma condensed consolidated financial statements.
Spectrian Corporation Pro Forma Condensed Consolidated Statement of Operations For the Six Months Ended October 1, 2000 (in thousands, except per share data) (unaudited) --------------------------------------------------------------------------------
Pro Forma Pro Forma As reported Adjustments Amounts -------- -------- -------- Net Revenues (Note 3b) $ 84,106 $ (652) $ 83,454 Costs and expenses: Cost of revenues (Note 3a) 69,982 4,268 74,250 Research and development (Note 3b) 10,942 (2,411) 8,531 Selling, general and administrative (Note 3b) 11,866 (1,475) 10,391 -------- -------- -------- Total cost and expenses 92,790 382 93,172 -------- -------- -------- Operating loss (8,684) (1,034) (9,718) Interest income 1,120 -- 1,120 Interest expense (89) (9) (80) -------- -------- -------- Loss before income taxes (7,653) (1,025) (8,678) Income taxes (12) -- (12) -------- -------- -------- Net loss $ (7,665) $ (1,025) $ (8,690) -------- -------- -------- Net loss per share: Basic $ (0.70) $ -- $ (0.79) Diluted $ (0.70) $ -- $ (0.79) Shares used in computing per share amounts: Basic 10,945 -- 10,945 Diluted 10,945 -- 10,945 The accompanying notes are an integral part of these pro forma condensed consolidated financial statements.
Spectrian Corporation Pro Forma Condensed Consolidated Statement of Operations For the Year Ended March 31, 2000 (in thousands, except per share data) (unaudited) --------------------------------------------------------------------------------
Pro Forma Pro Forma As reported Adjustments Amounts --------- --------- --------- Net Revenues (Note 3b) $ 163,567 $ (880) $ 162,687 Cost and expenses: Cost of revenues (Note 3a) 129,998 13,419 143,417 Research and development (Note 3b) 22,488 (4,813) 17,675 Selling, general and administrative (Note 3b) 19,337 (1,377) 17,960 Restructuring costs 1,032 -- 1,032 --------- --------- --------- Total cost and expenses 172,855 7,229 180,084 --------- --------- --------- Operating loss (9,288) (8,109) (17,397) Interest income 3,344 -- 3,344 Interest expense (473) (18) (455) Other income 624 -- 624 --------- --------- --------- Loss before income taxes (5,793) (8,091) (13,884) Income taxes 30 -- 30 --------- --------- --------- Net loss $ (5,823) $ (8,091) $ (13,914) --------- --------- --------- Net loss per share: Basic $ (0.56) $ -- $ (1.33) Diluted $ (0.56) $ -- $ (1.33) Shares used in computing per share amounts: Basic 10,426 -- 10,426 Diluted 10,426 -- 10,426 The accompanying notes are an integral part of these pro forma condensed consolidated financial statements.
Spectrian Corporation Notes to Pro Forma Condensed Consolidated Financial Statements (unaudited) -------------------------------------------------------------------------------- 1. On December 29, 2000, the Company completed the sale of its semiconductor division, UltraRF, to Cree, Inc. ("Cree") for 1,815,000 shares of common stock of Cree plus common stock with a guaranteed realizable value of $30 million. Cree common stock was valued at $35.53 at the date of sale. Cree purchased the assets of UltraRF and assumed certain of its external liabilities as a result of the disposition. As part of the definitive agreement, the Company and Cree entered into a two-year supply agreement under which Spectrian is obligated to purchase from Cree an aggregate of $58 million of semiconductors. In the event Spectrian fails to make these purchases it is obligated to pay Cree the amount of the shortfall. Accordingly, Spectrian will defer $58 million of the gain on sale of UltraRF and recognize it in future periods as the related purchase commitments to Cree are fulfilled. 2. The pro forma condensed balance sheet reflects the effects of the sale of UltraRF as if it had been consummated on October 1, 2000 (in thousands): a. Increase in short-term investments Increase in short-term investments $ 87,713 Increase in restricted short-term investments 6,790 --------- $ 94,503 --------- b. Net gain on sale of UltraRF Total amount due from Cree $ 94,503 Net book value of inventory (6,363) Net book value of property and equipment (7,302) Net book value of third party accounts receivables (277) Net book value of other assets (233) Net book value of liabilities assumed by Cree 1,490 Transaction expenses* (12,117) ---------- Gross gain on sale of UltraRF 69,701 Less: Amount deferred due to supply agreement (58,000) ---------- Net gain on sale of UltraRF $ 11,701 ---------- * Transaction expenses consist principally of fees to the Company's financial advisors and certain legal and accounting fees. 3. The pro forma condensed statement of operations assumed that the sale of UltraRF had been consummated on April 1, 1999. a. The increase in cost of revenues of $4,268,000 for the six months ended October 1, 2000 and $13,419,000 for the year ended March 31, 2000, respectively, reflects the profit on intercompany sales from UltraRF to Spectrian, which was previously eliminated in the consolidated financial statements of the Company. b. Following the close of the sale of UltraRF, the Company will no longer have revenues related to sales of the UltraRF products to third party customers. The pro forma condensed statement of operations has been adjusted to eliminate the net revenues and operating expenses which the Company believes (i) are directly attributable to the UltraRF business and (ii) will not continue after the completion of the sale of UltraRF. These amounts include the costs directly incurred by UltraRF and rents for facilities occupied by UltraRF which are being subleased to UltraRF by Spectrian. Spectrian Corporation Notes to Pro Forma Condensed Consolidated Financial Statements (Continued) (unaudited) -------------------------------------------------------------------------------- Under agreement between Spectrian and Cree, Spectrian is obligated to buy certain minimum quantities of semiconductors from Cree for a period of 24 months. Additionally, as a result of the sale, Spectrian's cost of semiconductors will increase by profits made by UltraRF on its sales to Spectrian as such profits would now belong to Cree. The effect of this change has been reflected in the pro forma statements of operations. 4. Spectrian currently estimates that it will pay income tax of approximately $5 million as a result of the sale of UltraRF after utilization of net operating losses carryforwards and certain tax credits. This payment has been reflected in the deferred tax asset and income tax payable account. 5. The pro forma condensed consolidated statements of operations has been prepared for continuing operations and, therefore, do not give effect to the gain from the sale of UltraRF. 6. The actual impact of the sale of UltraRF could differ from that shown above due to an adjustment to the proceeds from the sale for the net increase or decrease in net assets of UltraRF between October 1, 2000 and the closing date, being December 29, 2000, of the sale. (c) Exhibits. 2.1 Asset Purchase Agreement dated as of November 20, 2000 among Cree, Inc., Zoltar Acquisition, Inc. and Spectrian Corporation. * 99.1 Press Release dated January 2, 2001. ------------------------- * Certain schedules and attachments have been omitted from this filing pursuant to Item 601(6)(2). A list of omitted schedules and attachments is attached to the agreement. Registrant hereby agrees to furnish supplementally to the commission a copy of any omitted schedule or attachment upon request. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, Spectrian Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SPECTRIAN CORPORATION By: /s/ Michael D. Angel ------------------------------------- Michael D. Angel Executive Vice President, Finance and Administration, Chief Financial Officer and Secretary Date: January 16, 2001 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 2.1 Asset Purchase Agreement dated as of November 20, 2000 among Cree, Inc., Zoltar Acquisition, Inc. and Spectrian Corporation.* 99.1 Press Release of Spectrian Corporation, dated January 2, 2000. ------------------------- * Certain schedules and attachments have been omitted from this filing pursuant to Item 601(6)(2). A list of omitted schedules and attachments is attached to the agreement. Registrant hereby agrees to furnish supplementally to the commission a copy of any omitted schedule or attachment upon request.