8-K 1 f78465e8-k.txt 8-K 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 January 16, 2002 ----------------------------------------------------------- (Date of Report) (Date of earliest event reported) PROXIM, INC. ---------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-22700 77-0059429 ---------------------------- ---------------- ----------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 510 DeGuigne Drive, Sunnyvale, California 94085 ----------------------------------------- ------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (408) 731-2700 N/A ------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events On January 16, 2002, Proxim, Inc. ("Proxim") and Western Multiplex Corporation, a Delaware corporation ("Western Multiplex") issued a joint press release announcing that they had entered into an Agreement and Plan of Reorganization (the "Reorganization Agreement"), dated as of January 16, 2002, by and among Western Multiplex, Walnut-Pine Merger Corp., a Delaware corporation and wholly-owned subsidiary of Western Multiplex ("Merger Sub"), and Proxim. Pursuant to the terms of the Reorganization Agreement, Merger Sub will be merged with and into Proxim (the "Merger"). In connection with the Merger, each outstanding share of Proxim common stock, $0.001 par value per share ("Proxim Common Stock"), will be converted into the right to receive 1.8896 shares (the "Exchange Ratio") of Western Multiplex Class A common stock, $0.01 par value per share ("Western Multiplex Common Stock"). Each outstanding option to purchase shares of Proxim Common Stock will be assumed by Western Multiplex and converted into an option to purchase a number of shares of Western Multiplex Common Stock, adjusted based on the Exchange Ratio, with the exercise price adjusted accordingly. Proxim and Western Multiplex have received fairness opinions from their respective financial advisors in connection with the proposed Merger. The consummation of the Merger is contingent upon adoption of the Reorganization Agreement by the stockholders of Proxim, approval of the issuance of shares of Western Multiplex Common Stock to be issued in the Merger by the stockholders of Western Multiplex, regulatory approvals and other customary closing conditions set forth in the Reorganization Agreement. The Merger is intended to qualify as a tax-free reorganization under Section 368 of the Internal Revenue Code of 1986, as amended. In connection with the Reorganization Agreement, certain stockholders of Proxim and Western Multiplex have entered into voting agreements with Western Multiplex and Proxim, respectively, in connection with the Merger. The Western Multiplex voting agreements provide that certain stockholders will vote their shares of Western Multiplex Common Stock in favor of the issuance of Western Multiplex Common Stock pursuant to the Merger. The Proxim voting agreements provide that certain stockholders will vote their shares of Proxim Common Stock in favor of adoption of the Reorganization Agreement. In addition, certain affiliates of Proxim have entered into affiliate agreements with Western Multiplex. The affiliate agreements contain restrictions under Rule 145 of the Securities Act of 1933, as amended. Following the Merger, the combined company will keep the Proxim name and trade under the ticker symbol "PROX." Jonathan Zakin, Chairman and Chief Executive Officer of Western Multiplex, will retain his position with the combined company. David King, Proxim's Chairman and Chief Executive Officer, will become President and Chief Operating Officer. It is anticipated that, assuming all conditions to the Merger are satisfied, the Merger will occur and a closing will be held during the second calendar quarter of 2002. The foregoing description of the Reorganization Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Reorganization Agreement, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference. A copy of the joint press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference. Item 7. Financial Statements and Exhibits (c) Exhibits 2.1 Agreement and Plan of Reorganization by and among Western Multiplex Corporation, Walnut-Pine Merger Corp. and Proxim, Inc., dated as of January 16, 2002. 99.1 Text of Joint Press Release of Proxim, Inc. and Western Multiplex Corporation dated January 16, 2002. 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. Date: January 17, 2002 PROXIM, INC. By: /s/ KEITH E. GLOVER ------------------------------- Keith E. Glover Chief Financial Officer, Vice President of Finance & Administration 2 INDEX TO EXHIBITS Exhibits 2.1 Agreement and Plan of Reorganization by and among Western Multiplex Corporation, Walnut-Pine Merger Corp. and Proxim, Inc., dated January 16, 2002. 99.1 Text of Joint Press Release of Proxim, Inc. and Western Multiplex Corporation dated January 16, 2002. 3

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

November 28, 2001

(Date of Report)

PROXIM, INC.

(Exact name of registrant as specified in its charter)

Delaware		0-22700		77-0059429
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

510 DeGuigne Drive, Sunnyvale, California			94085
(Address of principal executive offices)			(Zip Code)
Registrant’s telephone number, including area code:			(408) 731-2700

N/A

(Former name or former address, if changed since last report)

TABLE OF CONTENTS

	Item 5. Other Events
	Item 7. Financial Statements and Exhibits
SIGNATURES
INDEX TO EXHIBITS
EXHIBIT 99.1
EXHIBIT 99.2
EXHIBIT 99.3
EXHIBIT 99.4
EXHIBIT 99.5

Item 5. Other Events

On November 27, 2001, the Registrant completed a $30 million private placement of shares of common stock and warrants to institutional investors. In connection with the private placement, the Registrant issued 3,643,425 shares of common stock and warrants to purchase up to 816,124 additional shares of common stock. The purchase price of $8.234 per share was based on a discount to the trailing ten-day average closing bid price and the warrants have an exercise price of $12.95 per share. The Registrant has agreed to file a registration statement covering the resale of these shares and shares issuable upon exercise of the warrants.

The foregoing matters are further described in the press release issued by the Registrant on November 27, 2001, a copy of which is filed herewith as Exhibit 99.1 and incorporated herein by reference.

Item 7. Financial Statements and Exhibits

	99.1		Press release of Proxim, Inc. dated November 27, 2001.
	99.2		Common Stock and Warrant Purchase Agreement dated as of November 27, 2001 by and between Proxim, Inc. and each of the Purchasers named in Exhibit A thereto.
	99.3		Form of Proxim, Inc. Common Stock Warrant issued to each of the Purchasers other than UBS Global Equity Arbitrage Master Ltd. and PIPES Corporate Strategies Ltd.
	99.4		Form of Proxim, Inc. Common Stock Warrant issued to UBS Global Equity Arbitrage Master Ltd. and PIPES Corporate Strategies Ltd.
	99.5		Form of Irrevocable Proxy executed by each of UBS Global Equity Arbitrage Master Ltd. and PIPES Corporate Strategies Ltd.

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.

Date: November 28, 2001	PROXIM, INC.
	By:	/s/ Keith E. Glover
		Keith E. Glover Vice President of Finance & Administration and Chief Financial Officer

INDEX TO EXHIBITS

Exhibits

99.1		Press release of Proxim, Inc. dated November 27, 2001.
99.2		Common Stock and Warrant Purchase Agreement dated as of November 27, 2001 by and between Proxim, Inc. and Purchasers named in Exhibit A thereto.
99.3		Form of Proxim, Inc. Common Stock Warrant issued to each of the Purchasers other than UBS Global Equity Arbitrage Master Ltd. and PIPES Corporate Strategies Ltd.
99.4		Form of Proxim, Inc. Common Stock Warrant issued to UBS Global Equity Arbitrage Master Ltd. and PIPES Corporate Strategies Ltd.
99.5		Form of Irrevocable Proxy executed by each of UBS Global Equity Arbitrage Master Ltd. and PIPES Corporate Strategies Ltd.

Table of Contents

Table of Contents

Table of Contents

Table of Contents

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