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UNITED STATES
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): April 3, 2000
SDL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-25688 77-0331449
(Commission File Number) (I.R.S. employer identification No.)
80 ROSE ORCHARD WAY
SAN JOSE, CA 95134
(Address of principal executive offices)
(408) 943-9411
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On April 3, 2000, SDL, Inc., a Delaware corporation ("SDL") acquired by
merger Veritech Microwave, Inc. ("Veritech") pursuant to an Agreement and Plan
of Merger (the "Agreement") dated as of February 28, 2000 among SDL, VMI
Acquisition Corporation, a Delaware corporation, Veritech and certain
shareholders of Veritech. Veritech is located in South Plainfield, New Jersey,
and manufactures optoelectronic modules for long haul undersea and terrestrial
fiber optic transmission systems. The Agreement calls for the payment by SDL to
the shareholders of Veritech of consideration of approximately 3,000,000 shares
of Common Stock of SDL (post SDL's March 2000 two-for-one split effected in the
form of a 100% stock dividend). The SDL Common Stock to be received by the
Veritech securityholders is quoted on the Nasdaq National Market.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
The audited financial statements of Veritech will be filed by
amendment to this Form 8-K on or before the date 75 days following the April 3,
2000 closing of the acquisition of Veritech.
(b) Pro Forma Financial Information.
The unaudited pro forma financial information required by this Item
7(b) will be filed by amendment to this Form 8-K on or before the date 75 days
following the April 3, 2000 closing of the acquisition of Veritech.
(c) Exhibits.
The Exhibit Index appearing on page 4 is incorporated herein by
reference.
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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 hereunto duly authorized.
SDL, INC.
(The Registrant)
By: \s\ Michael L. Foster
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Michael L. Foster
Chief Financial Officer
Dated: April 11, 2000
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
2.1(1) Agreement and Plan of Merger dated as of February 28, 2000 for the
acquisition by merger of Veritech Microwave, Inc.
99.1 Press release dated February 29,, 2000
99.2 Press release dated April 3, 2000
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(1) Schedules and exhibits have been omitted but will be furnished to the
Securities and Exchange Commission upon request.
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