Ariel Corp – ‘8-K’ for 3/28/01

On:  Thursday, 4/5/01, at 3:48pm ET   ·   For:  3/28/01   ·   Accession #:  1125282-1-1392   ·   File #:  1-13568

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Current Report   —   Form 8-K
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Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         2     10K 
 2: EX-1        Underwriting Agreement                                68    306K 
 3: EX-2        Plan of Acquisition, Reorganization, Arrangement,      3     13K 
                          Liquidation or Succession                              

8-K   —   Current Report
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8-K
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities And Exchange Act of 1934

Date of Report (Date of earliest event reported): March 28, 2001

 ARIEL CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)

 Commission File No. 0-25326

Delaware                                 13-3137699 
    ------------------------              ------------------------------------
    (State of incorporation)              (IRS Employer Identification Number)

2540 Route 130, Cranbury, New Jersey                08512         
---------------------------------------           ----------        
(Address of principal executive offices)          (Zip Code)        

609-860-2900
 ---------------------------------------
 (Telephone number, including area code)

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Item 5.  Other Events.                                                          

     (A) On March 28, 2001, Ariel Corporation ("Ariel" or the "Company")
entered into an Agreement and Plan of Merger (the "Agreement") with Mayan       
Networks Corporation ("Mayan") pursuant to which Mayan will acquire and merge   
into Ariel. The closing of the transaction is scheduled to occur during the     
third quarter of 2001, subject to a number of conditions including: 1) approval 
by the stockholders of both Ariel and Mayan; 2) effectiveness of a Registration 
Statement on Form S-4 related to the shares issued to Mayan stockholders in the 
transaction; 3) regulatory approval by the NASD authorizing listing of the Ariel
common shares to be issued in the merger; and 4) any other requisite consents   
from governmental entities have been obtained. All conditions to closing the    
Agreement are fully set forth in the Agreement which is annexed hereto as       
Exhibit "1".                                                                    

            Upon consummation of the transaction, Mayan's securities
holders will hold ninety (90%) percent of the outstanding securities and Ariel's
securities holders will hold ten (10%) percent of the outstanding securities of 
the combined entity.                                                            

        (B) In October 1998, Ariel adopted a Rights Plan ("Plan") which may be
activated upon the occurrence of certain events including the acquisition by a  
third party of a stated percentage of the Company's common stock. In order to   
specifically state the proposed merger transaction between Ariel and Mayan is   
not an event that would constitute a trigger of the provisions of the Plan,     
Ariel has amended the Plan specifically stating that the proposed transaction   
with Mayan falls outside the ambit of the Plan. See Exhibit "2".                

Item 7.  Financial Statements and Exhibits.                                     

       (a)-(b) Financial statements, as required, will be filed subsequently
as part of the joint proxy statement                                            

(c)     Agreement and Plan of Merger- Exhibit "1"             
First Amendment to Rights Plan- Exhibit "2"   

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.                                           

Dated:   April 4, 2001                                                          

                                   Ariel Corporation

                                 By: /s/ John R. Loprete
                                            --------------------------
                                 John R. Loprete
                                        Vice President Finance

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		4/5/01
		4/4/01		2
For Period End:		3/28/01		1		2			425
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