UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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)
June 23, 2009
CATAPULT COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
|
|
|
|
|
NEVADA
|
|
0-24701
|
|
77-0086010
|
|
|
|
|
|
(State or other
jurisdiction of
incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer
Identification No.)
|
160 SOUTH WHISMAN ROAD
MOUNTAIN VIEW, CA 94041
(Address of principal executive offices, including zip code)
650-960-1025
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
|
|
Item 3.01.
|
|
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
|
As previously announced, on May 11, 2009, Catapult Communications Corporation, a Nevada
corporation (the Company), entered into an Agreement and Plan of Merger (the Merger Agreement)
with Ixia, a California corporation (Ixia), and Josie Acquisition Company, a Nevada corporation
and a wholly owned subsidiary of Ixia (Purchaser). Pursuant to the Merger Agreement, and upon
the terms and subject to the conditions thereof, Purchaser commenced a tender offer for all of the
outstanding shares of common stock, par value $0.001 per share, of the Company, (the Shares), at
a purchase price of $9.25 per Share in cash (the Offer Price) without interest and less any
required withholding taxes, all on the terms and subject to the conditions set forth in Purchasers
Offer to Purchase, dated May 26, 2009 (the Offer to Purchase), and in the related Letter of
Transmittal (which, together with any amendments or supplements thereto, collectively constitute
the Offer).
Pursuant to the Merger Agreement, on June 23, 2009, Purchaser merged with and into the Company
(the Merger), with the Company surviving the Merger as a wholly owned subsidiary of Ixia. As a
result of the Merger, the Company no longer fulfills the numerical listing requirements of the
NASDAQ Global Select Market (NASDAQ). On June 23, 2009, at the Companys request, NASDAQ filed
with the Securities and Exchange Commission (the SEC) a Notification of Removal from Listing
and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the
Exchange Act), on Form 25, thereby commencing the process of delisting the Shares from NASDAQ and
the deregistration of the Shares under the Exchange Act. The Company also intends to file with the
SEC a Certification on Form 15 under the Exchange Act to suspend the Companys remaining reporting
obligations under the Exchange Act.
|
|
|
Item 3.03.
|
|
Material Modifications to Rights of Security Holders
|
The disclosure set forth in Item 3.01 of this report is incorporated by reference in this
Item.
At the effective time of the Merger, each issued and outstanding Share (other than Shares held
by the Company or any of its subsidiaries or owned by Ixia or any of its subsidiaries) was
converted into the right to receive the Offer Price without interest and less any required
withholding taxes. At the effective time of the Merger, holders of Shares ceased to have any
rights as holders of Shares (other than their right to receive the Offer Price without interest and
less any required withholding taxes) and accordingly no longer have any interest in the Companys
future earnings or growth.
|
|
|
Item 5.01.
|
|
Changes in Control of Registrant
|
The disclosure set forth in Item 3.01 of this report is incorporated by reference in this
Item.
The Offer expired at 12:00 midnight, New York City time, at the end of Monday, June 22, 2009.
On June 23, 2009, Ixia announced that, as of that such date, approximately 10,808,049 Shares
(including 83,927 Shares tendered by notice of guaranteed delivery) have been tendered and not
withdrawn pursuant to the Offer, representing approximately 95.6% of the outstanding Shares
(including 0.7% Shares tendered by notice of guaranteed delivery), and that Purchaser had accepted
such Shares for payment.
Based on the Offer Price and the number of outstanding Shares tendered and accepted for
purchase pursuant to the Offer, the value of the Shares purchased by Purchaser as of June 23, 2009
in connection with the Offer is approximately $99,974,453.25. The amount of consideration and
source of funds used by Purchaser to acquire the Companys outstanding Shares in the Offer is
described in Item 7 of Purchasers Schedule TO and Section 10 of the Offer to Purchase, which
description is incorporated herein by reference.
|
|
|
Item 5.02.
|
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
|
The disclosure set forth in Item 3.01 and Item 5.01 of this report is incorporated by
reference in this Item.
Pursuant to the Merger Agreement, effective as of the time at which Shares were first accepted
for payment under the Offer, Ixia became entitled to designate the number of directors, rounded up
to the next whole number, on the Companys Board of Directors (the Board) that equaled the
product of (i) the total number of directors on the Board (giving effect to the election of any
additional directors pursuant to the Merger Agreement) and (ii) the percentage that the number of
Shares beneficially owned by Ixia and Purchaser (including Shares accepted for payment) bore to the
total number of Shares then outstanding. In accordance with the Merger Agreement, Dr. Richard A.
Karp, Nancy H. Karp and Peter S. Cross (collectively, the Resigning Directors) resigned as
directors effective as of 10:40 a.m. Pacific Time on June 23, 2009. R. Stephen Heinrichs and
John M. Scandalios, the remaining directors, remained on the Board until the acquisition of the
Company by Ixia was completed in accordance with the Merger Agreement.
In addition, the Board appointed Atul Bhatnagar, Errol Ginsberg and Thomas B. Miller to serve
as members of the Board, effective immediately after the Board accepted the resignations of the
Resigning Directors, each of whom shall serve until the next annual stockholders meeting at which
such director is up for re-election or until his or her earlier resignation, removal or death. As
of the date hereof, Messrs. Bhatnagar, Ginsberg and Miller have not been appointed to any committee
of the Board and it has not been determined whether such individuals will be appointed to any
committee.
In addition, according to the Offer to Purchase, there are no transactions, or proposed
transactions, since the beginning of the Companys last fiscal year to which the Company was or is
to be a party, in which Messrs. Bhatnagar, Ginsberg and Miller have a direct or indirect material
interest required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Safe Harbor for Forward-Looking Statements
Statements in this Current Report on Form 8-K may contain, in addition to historical
information, certain forward-looking statements. All statements included in this Current Report on
Form 8-K concerning activities, events or developments that the Company expects, believes or
anticipates will or may occur in the future, including statements regarding the Offer and the
Merger, are forward-looking statements. Factors that could cause actual results to differ
materially include the following: the risk of failing to obtain any regulatory approvals or satisfy
other conditions to the Offer or the Merger; the risk that the transaction will not close or that
closing will be delayed; the risk that our respective businesses will suffer due to uncertainty
related to the transaction; and the competitive environment in the software industry and
competitive responses to the acquisition. Further information on potential factors that could
affect our respective businesses and financial results are included in Ixias and the Companys
filings with the SEC, which are on file with the SEC. There can be no assurance that the
acquisition or any other transaction will be consummated.
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 hereunto duly authorized.
|
|
|
|
|
|
CATAPULT COMMUNICATIONS CORPORATION
|
|
|
By:
|
/s/ Christopher A. Stephenson
|
|
|
|
Christopher A. Stephenson
Chief Financial Officer
|
|
|
Date: June 23, 2009