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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
August 8, 2003
Date of Report
(Date of earliest event reported)
SORRENTO NETWORKS CORPORATION
(Exact name of Registrant as specified in charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-15810 04-3757586
(Commission File No.) (IRS Employer Identification Number)
9990 Mesa Rim Road
San Diego, California 92121
(Address of Principal Executive Office)
(858) 558-3960
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On August 8, 2003 we completed our acquisition of LuxN, Inc., pursuant to an
Agreement and Plan of Merger, dated as of June 25, 2003, between Sorrento and
LuxN, a copy of which is attached as Exhibit 2.1 hereto. On August 11, 2003, we
issued a press release announcing the completion of the acquisition, a copy of
which is attached hereto as Exhibit 99.1. At the effective time of the merger,
our wholly-owned subsidiary, Lambda Acquisition Corp., was merged with and into
LuxN, with LuxN being the surviving corporation in the merger.
Pursuant to the Agreement and Plan of Merger, each share of LuxN common stock
outstanding at the effective time of the merger was cancelled. As consideration
for the transaction, holders of LuxN's Series A-1 Preferred Stock with an
aggregate pro-rata portion of $14.75 million of LuxN's net cash held elected to
receive cash at closing, and holders of LuxN's Series A-1 Preferred Stock with
an aggregate pro-rata portion of $3.8 million of LuxN's net cash held elected to
receive our common stock at closing. We issued 1,374,194 shares of our common
stock to the holders of LuxN's Series A-1 Preferred Stock at the closing, and
will issue an additional 505,153 shares upon receipt of our shareholders'
approval. In addition, we issued warrants to purchase 400,000 of our shares of
common stock at an exercise price of $3.05 per share to the holders of LuxN's
Series A-1 Preferred Stock. The warrants will be held in escrow for a period of
six months to satisfy any successful indemnification claims. We did not assume
or exchange any outstanding options or warrants to purchase shares of LuxN
stock.
Pursuant to the terms of the Agreement and Plan of Merger, we will file a
Registration Statement on Form S-3 to enable the resale by the selling
shareholders of the shares of our common stock that were issued as consideration
for the merger.
The consideration paid to holders of LuxN's shareholders was determined through
arms-length negotiations between our board of directors and officers and those
of LuxN.
The foregoing description of the Agreement and Plan of Merger is qualified in
its entirety by reference to the Agreement, a copy of which is attached hereto
as Exhibit 2.1, and incorporated herein by reference.
This report contains forward-looking statements that are based on current
expectations, estimates, forecasts and projections about the industries in which
we operate, our beliefs and our management's assumptions. Words such as
"expects," "anticipates," "targets," "goals," "projects," "intends," "plans,"
"believes," "seeks," "estimates" and variations of such words and similar
expressions are intended to identify such forward-looking statements. These
statements are not guarantees of future performance and involve certain risks,
uncertainties and assumptions that are difficult to predict. Therefore, actual
outcomes and results may differ materially from what is expressed or forecast in
such forward-looking statements. For a list and description of such risks and
uncertainties, see the reports filed by Sorrento Networks Corporation with the
Securities and Exchange Commission.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
The financial statements required by this Item 7(a) will be filed by
amendment to this Form 8-K within the period permitted by Item 7(a)(4) of Form
8-K.
(b) Pro Forma financial information.
The pro forma financial information required by this Item 7(b) will be
filed by amendment to this Form 8-K within the period permitted by Item 7(a)(4)
of Form 8-K.
(c) Exhibits Description
2.1 Agreement and Plan of Merger by and between Sorrento
Networks Corporation and LuxN, Inc., dated as of
June 25, 2003.
99.1 Press Release dated August 11, 2003.
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.
SORRENTO NETWORKS CORPORATION
DATE: August 22, 2003 By: /s/ Joe R. Armstrong
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Joe R. Armstrong,
Chief Financial Officer
INDEX TO EXHIBITS
Exhibit
Number Description
2.1 Agreement and Plan of Merger by and between Sorrento
Networks Corporation and LuxN, Inc., dated as of June 25,
2003.
99.1 Press Release dated August 11, 2003.