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): November 18, 2005
ViaSat, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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0-21767
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33-0174996 |
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(State or Other Jurisdiction of
Incorporation)
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(Commission File No.)
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(I.R.S. Employer
Identification No.) |
6155 El Camino Real
Carlsbad, California 92009
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (760) 476-2200
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 3.02. Unregistered Sales of Equity Securities
On
November 18, 2005, ViaSat, Inc., a Delaware corporation
(“ViaSat”), entered into an Agreement and Plan of
Merger (the “Acquisition Agreement”) by and among ViaSat, ECC Acquisition Company,
an Ohio corporation and a wholly-owned subsidiary of ViaSat (“Merger Sub”), Efficient Channel
Coding, Inc., an Ohio corporation (“ECC”), and Mark J. Vanderaar, William H. Thesling III and Frank
W. Schossler, pursuant to which Merger Sub will merge with and into ECC (the “Merger”) and ECC will
survive the Merger as a wholly-owned subsidiary of ViaSat. Under the terms of the Acquisition
Agreement, the purchase price will be approximately $16.5 million plus (i) the assumption of
certain stock options, and (ii) an earn-out provision for up to approximately $9.0 million of
additional consideration. The payment of the earn-out provision will be based on ECC achieving
certain earnings performance for the one-year period following the closing and certain projected
earnings performance for the one-year period thereafter. No portion of the earn-out is guaranteed.
The initial $16.5 million of consideration will be paid at the closing and funded from ViaSat’s
cash on hand. The earn-out provision, if earned, is payable eighteen (18) months after the closing
in shares of ViaSat common stock, valued based on a 20-day closing average prior to issuance, or
cash (or any combination of common stock and cash at ViaSat’s discretion). If the earn-out
provision is earned and paid in shares of ViaSat common stock, ViaSat has agreed to file a
registration statement with the Securities and Exchange Commission registering such shares for
resale. The Merger is subject to customary closing conditions and is expected to be completed in
the current quarter.
ViaSat anticipates that the proposed issuance of common stock pursuant to the Acquisition
Agreement will be exempt from the registration requirements of the Securities Act of 1933 pursuant
to Section 4(2) thereof and Regulation D promulgated thereunder, based upon representations that
ViaSat has obtained, or will obtain prior to issuance, from each ECC shareholder receiving such
shares that the shareholder is an “accredited investor” as such term is defined in Rule 501(a) of
Regulation D.
A copy of the press release announcing the execution of the Acquisition Agreement is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
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| Exhibit |
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Description of Exhibit |
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99.1
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Press release issued on November 21, 2005. |