DASAN ZHONE SOLUTIONS, INC. (NASDAQ:DZSI) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets.
acquired DASAN Network Solutions Inc. (DNS) through the
consummation of the merger of a wholly owned subsidiary of the
Company with and into DNS, with DNS surviving as a wholly owned
subsidiary of the Company (the “Merger”). At the effective time
of the Merger, all issued and outstanding shares of capital stock
of DNS were canceled and converted into the right to receive shares
of the Companys common stock in an amount equal to 58% of the
issued and outstanding shares of the Companys common stock
immediately following the Merger. Accordingly, at the closing of
the Merger, the Company issued 47,465,082 shares of its common
stock to DASAN Networks, Inc. (as the sole stockholder of DNS), of
which 4,746,508 shares are being held in escrow as security for
claims for indemnifiable losses in accordance with the merger
agreement relating to the Merger. As a result, immediately
following the effective time of the Merger, DASAN Networks, Inc.
held 58% of the outstanding shares of the Companys common stock and
the holders of the Companys common stock immediately prior to the
Merger retained, in the aggregate, 42% of the outstanding shares of
the Companys common stock.
8-K (the Initial Form 8-K) with the Securities and Exchange
Commission (the SEC) disclosing that it had consummated the Merger
and that the financial statements required by Item 9.01(a) and the
pro forma financial information required by Item 9.01(b) of Form
8-K would be filed by amendment. This Amendment No. 1 to Current
Report on Form 8-K (this Amended Form 8-K) contains the required
financial statements and pro forma financial information.
Initial Form 8-K and the Companys other filings with the SEC.
Except as stated herein, this Amended Form 8-K does not reflect
events occurring after the filing of the Initial Form 8-K with the
SEC on September 12, 2016 and no attempt has been made in this
Amended Form 8-K to modify or update other disclosures as presented
in the Initial Form 8-K.
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>(a)
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Financial Statements of Business Acquired
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December 31, 2015 and 2014 and for the years ended December 31,
2015, 2014 and 2013 were previously reported as part of the
Company’s Definitive Proxy Statement filed with the SEC on August
8, 2016 and are incorporated by reference herein.
are filed as Exhibit 99.1 hereto and incorporated herein by
reference:
2016 and December 31, 2015
Income for the Three and Six Months Ended June 30, 2016 and 2015
the Six Months Ended June 30, 2016 and 2015
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(b)
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Pro Forma Financial Information>
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statements of the Company giving effect to the Merger as if it had
occurred on June 30, 2016 for purposes of the unaudited pro forma
condensed combined consolidated balance sheet and on January 1,
2015 for purposes of the pro forma condensed combined consolidated
statements of comprehensive income, including the notes thereto,
are included as Exhibit 99.2 attached hereto and are incorporated
herein by reference. The pro forma consolidated statements of
operations do not include any material non-recurring charges that
will arise as a result of the Merger. The pro forma data is
presented for comparative purposes only and is not necessarily
indicative of the future financial position or results of
operations of the Company.
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(c)
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Not applicable
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(d)
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Exhibits
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2016
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99.1
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DASAN Network Solutions, Inc. Unaudited Financial Statements
for the Three and Six Months Ended June 30, 2016 and 2015 |
Solutions, Inc.
About DASAN ZHONE SOLUTIONS, INC. (NASDAQ:DZSI)
DASAN Zhone Solutions, Inc., formerly Zhone Technologies, Inc., designs, develops and manufactures communications network equipment for telecommunications operators and enterprises across the world. The Company’s products provide enterprise solutions that enable both network service providers and enterprises to deliver high speed fiber access, while transporting voice, video and data to the end user. In addition to its product offerings in its core business, it offers FiberLAN Passive Optical local area network (LAN), which provides an alternative to switched copper-based LANs. The customers of its FiberLAN business include hospitality, government, education, manufacturing and business enterprises. Its products span two categories: SLMS Products, and Legacy, Service and Other Products. Its SLMS Products include Broadband Aggregation and Service, Customer Premise Equipment (CPE), Zhone Management System and FiberLAN Passive Optical LAN. DASAN ZHONE SOLUTIONS, INC. (NASDAQ:DZSI) Recent Trading Information
DASAN ZHONE SOLUTIONS, INC. (NASDAQ:DZSI) closed its last trading session up +0.01 at 1.12 with 17,442 shares trading hands.