UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): July 15, 2008
CAVIUM NETWORKS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| |
|
|
| 001-33435 |
|
77-0558625 |
| (Commission File No.)
|
|
(IRS Employer Identification No.) |
805 East Middlefield Road
Mountain View, California 94043
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (650) 623-7000
N/A
(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))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement
On
July 15, 2008, Cavium Networks, Inc. (the “Company”)
and two of its subsidiaries, (collectively, the
“Purchasers”), entered into an Asset Purchase Agreement (the “Purchase Agreement”)
with Star Semiconductor Corporation, a Taiwanese corporation (the “Seller”). The Purchase
Agreement provides that the Purchasers will purchase substantially
all of the intangible assets and inventory and certain other tangible assets from Seller, for an
aggregate purchase price of US $11,540,000 including US $1,000,000 to
be placed in escrow for a limited period after closing.
Pursuant to the Purchase Agreement, the Purchasers shall assume a limited portion of Seller’s
liabilities consisting of certain accounts payable and obligations under contracts assumed by the
Purchasers. The transaction contemplated by the Purchase Agreement is expected to be completed on
or about August 1, 2008, subject to customary closing conditions. In connection with the closing,
certain employees of the Seller will be offered employment with Cavium Taiwan.
This summary of the Purchase Agreement is qualified in its entirety by reference to the full text
of the Purchase Agreement attached hereto as Exhibit 10.1.
In connection with entering into the Purchase Agreement, the Company issued a press release on July
16, 2008, which is filed as Exhibit 99.1 to this report and is incorporated herein by reference.
Item 2.02 Results of Operations and Financial Condition.
On July 16, 2008, the Company issued a press release announcing its financial results for the
second quarter of 2008. A copy of the press release is furnished as Exhibit 99.2 to this report and
is incorporated herein by reference.
The information under this Item 2.02, including Exhibit 99.2 hereto, shall not be deemed to be
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of
1933, as amended. The information and the accompanying exhibit shall not be incorporated by
reference into filings with the U.S. Securities and Exchange Commission (the “SEC”) made by the
Company, whether made before or after the date hereof, regardless of any general incorporation
language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| |
|
|
| Exhibit No. |
|
Description |
|
|
|
10.1
|
|
Asset Purchase Agreement by and between Cavium Networks, Inc.,
Cavium International, Cavium (Taiwan) Ltd., and Star
Semiconductor Corporation, dated July 15, 2008. |
|
|
|
99.1
|
|
Press release entitled “Cavium
Networks to Acquire Taiwan-Based Star
Semiconductor,” dated July 16, 2008. |
|
|
|
99.2
|
|
Press release entitled “Cavium Networks Announces Financial
Results for Q2 2008,” dated July 16, 2008. |