Document/Exhibit Description Pages Size
1: 8-K Form 8-K Dated April 1, 1997 5 25K
2: EX-2.1 Debtor's First Amended Plan of Reorganization 49 126K
3: EX-2.2 First Modification to Plan of Reorganization 3 11K
4: EX-2.3 Asset Purchase Agreement 27 129K
5: EX-99.1 Engineering Services Agreement 10 35K
6: EX-99.2 Facilities and Equipment Agreement 8 29K
7: EX-99.3 License Agreement 11 38K
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) April 1, 1997
WEITEK CORPORATION
(Exact name of registrant as specified in charter)
CALIFORNIA 000-17191 94-2709963
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2801 ORCHARD PARKWAY, SAN JOSE, CA 94086
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 526-0300
NOT APPLICABLE
(Former name or former address, if changed since last report.)
ITEM 3(b). BANKRUPTCY OR RECEIVERSHIP
The Company filed a voluntary Plan of Reorganization (the "Plan")
under Chapter 11 of the United States Bankruptcy Code on December 11, 1996 with
the United States Bankruptcy Court, Northern District of California, San Jose
Division (the "Bankruptcy Court"). On February 4, 1997, the Order Approving
Second Amended Disclosure Statement, Fixing Time For Filing Acceptances Or
Rejections of Plan, Fixing Time For Confirmation Hearing, Combined With Notice
Thereof (the "Disclosure Statement Order") was entered by the Bankruptcy Court.
The Disclosure Statement Order, the Disclosure Statement, the Debtor's First
Amended Plan Of Reorganization (the "Plan") and a Ballot were served on all
creditors, shareholders and parties in interest by February 14, 1997. The
requisite number of creditors and shareholders voted to accept the Plan. On
March 20, 1997, pursuant to a hearing, the Bankruptcy Court confirmed the Plan
as modified by the First Modification to First Amended Plan of Reorganization.
On April 1, 1997, the Plan became effective upon the satisfaction of the
conditions set forth in the Rockwell Agreement (as defined below).
The Plan provides for the sale of substantially all of the Company's
assets and a license for certain of the Company's technology to Rockwell
Semiconductor Systems, Inc. ("Rockwell") pursuant to an asset purchase
agreement dated December 11, 1996 (the "Rockwell Agreement"). Rockwell also
agreed to unconditionally assume and undertake to pay, perform and discharge
the Company's liabilities under its real property lease and certain specified
license agreements. Under the terms of the Rockwell Agreement, Rockwell is
obligated to pay approximately $3,124,050 subject to certain adjustments. On
April 1, 1997 the Rockwell Agreement was consummated and the Company completed
the sale of the assets to Rockwell. The Rockwell Agreement is set forth in
Exhibit 2.3 and is incorporated herein by reference.
Prior to the consummation of the Rockwell Agreement, the Company
entered into an Engineering Services Agreement (the "Services Agreement") and a
Facilities and Equipment Agreement with Rockwell (the "Facilities Agreement"),
subject to approval by the Bankruptcy Court. In conjunction with the Services
Agreement and Facilities Agreement, the Company also sought Bankruptcy Court
approval to enter into a license agreement with Rockwell (the "License
Agreement"). On December 30, 1996, the Bankruptcy Court approved the Services
Agreement, Facilities Agreement and License Agreement and Rockwell paid
$1,500,000 of the aggregate purchase price as required under the Rockwell
Agreement. The Services Agreement, Facilities Agreement and License Agreement
are set forth in Exhibits 99.1, 99.2 and 99.3, respectively, and are herein
incorporated by reference.
The Plan also provided for the assumption of an employment agreement
between the Company and Richard H. Bohnet. In April 1996, the Company retained
Mr. Bohnet as its President and Chief Executive Officer and entered into an
employment agreement with Mr. Bohnet under which he was entitled to compensation
as follows: (i) an annual salary of $225,000, (ii) eligibility to participate in
the executive officer bonus plans of the Company as determined by the board of
directors, (iii) employee benefits available to other key executives in the
Company, (iv) stock options and (v) termination benefits. Bohnet's termination
benefits are as follows: (i) if Bohnet was involuntarily terminated prior to the
end of his employment period, he is entitled to severance pay equal to one
year's salary payable within five days of termination or (ii) if Bohnet is
terminated as a result of a sale or sales of all or substantially all of the
Company's assets (a "Change of Control") during the first year of his
employment, he is entitled to
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a Change in Control payment equal to one year's salary plus two percent (2%) of
the amount paid to shareholders of the Company as a result of such sale or
sales. Upon consummation of the Rockwell Agreement on April 1, 1997, Bohnet
became entitled to the Change in Control payment. The Plan provided for the
assumption of Bohnet's employment agreement based upon his success in
identifying an acquisition candidate and negotiating the Rockwell Agreement and
his continued efforts to improve the return to the Company's shareholders upon
liquidation.
As soon as practicable after the Company has resolved and/or paid
outstanding claims and post-confirmation expenses incurred in connection with
implementing the Plan and disposed of its remaining assets, the holders of the
Company's common stock will receive a pro rata distribution of any remaining
available funds. As set forth in the Disclosure Statement sent to the
shareholders and creditors, the projected per share distribution to
shareholders ranges from $0.29 to $0.60. The actual amount to be distributed to
shareholders, however, may differ materially from these estimates. Factors
which may cause such distribution to differ materially include, but are not
limited to, (i) the number of successful claims including Rejection Claims (as
defined in the Plan) asserted by creditors against the Company, (ii) the
amount, if any, received by the Company from the sale of remaining assets and
technology and (iii) expenses related to winding up the affairs of the Company.
The foregoing discussion provides a general description of some of the
material features of the Plan. A more complete description of the Plan,
including more detailed information as to the Company's assets and liabilities,
is set forth in Exhibit 2.1 and 2.2 (the Plan as confirmed by the Bankruptcy
Court) and is herein incorporated by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
2.1 Debtor's First Amended Plan of Reorganization dated January 30,
1997.
2.2 First Modification to First Amended Plan of Reorganization
dated March 20, 1997.
2.3 Asset Purchase Agreement by and between Rockwell Semiconductor
Systems, Inc. and the Registrant.
99.1 Engineering Services Agreement dated December 11, 1996 by and
between Rockwell Semiconductor Systems, Inc. and the
Registrant.
99.2 Facilities and Equipment Agreement dated December 12, 1996 by
and between Rockwell Semiconductor Systems, Inc. and the
Registrant.
99.3 License Agreement dated December 12, 1996 by and between
Rockwell Semiconductor Systems, Inc. and the Registrant.
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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: April 11, 1996 WEITEK CORPORATION
/s/ Richard H. Bohnet
-----------------------------------------
Richard H. Bohnet
*Responsible Person
*As of the date of this filing, the Registrant no longer has any persons serving
as executive officers or members of its board of directors. Pursuant to the
Registrant's Plan of Reorganization approved by the United States Bankruptcy
Court on March 20, 1997, Mr. Bohnet, the former President and Chief Executive
Officer of the Registrant, is designated as the Responsible Person empowered to
do all things necessary and appropriate to meet the Registrant's obligations.
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INDEX TO EXHIBITS
[Download Table]
Sequentially
Numbered
Exhibit Description Page
------- ----------- ------------
2.1 Debtor's First Amended Plan of Reorganization
dated January 30, 1997.
2.2 First Modification to First Amended Plan of
Reorganization dated March 20, 1997.
2.3 Asset Purchase Agreement by and between
Rockwell Semiconductor Systems, Inc. and
the Registrant.
99.1 Engineering Services Agreement dated December
11, 1996 by and between Rockwell Semiconductor
Systems, Inc. and the Registrant.
99.2 Facilities and Equipment Agreement dated
December 12, 1996 by and between Rockwell
Semiconductor Systems, Inc. and the Registrant.
99.3 License Agreement dated December 12, 1996
by and between Rockwell Semiconductor
Systems, Inc. and the Registrant.
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Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘8-K’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 4/14/97 |
| For Period End: | | 4/1/97 | | 1 | | 3 |
| | 3/20/97 | | 2 | | 5 |
| | 2/14/97 | | 2 |
| | 2/4/97 | | 2 |
| | 1/30/97 | | 3 | | 5 |
| | 12/30/96 | | 2 |
| | 12/12/96 | | 3 | | 5 |
| | 12/11/96 | | 2 | | 5 | | | 8-K |
| | 4/11/96 | | 4 |
| List all Filings |
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