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 Exchange Act Of 1934
Date of Report (Date of earliest event reported) April 2, 2001
NETWORK PERIPHERALS INC.
(Exact name of registrant as specified in charter)
Delaware 0-23970 77-0216135
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2859 Bayview Drive, Fremont, CA 94538
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(Address of principal executive offices) (Zip Code)
(510) 897-5000
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(Registrant's telephone number, including area code)
Not applicable
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(Former name or former address, if changed since last report)
ITEM 2. Acquisition or Disposition of Assets
On March 30, 2001, Network Peripherals Inc. ("NPI") entered into a
stock purchase agreement with FalconStor, Inc. ("FalconStor") for the purchase
of 9,792,401 shares of FalconStor's Series C Convertible Preferred Stock, $0.001
par value per share, at a price of $2.553 per share. In exchange for the shares
of FalconStor's Series C Preferred Stock, on April 2, 2001, NPI paid $25,000,000
in cash to FalconStor. FalconStor is an emerging leader in network storage
infrastructure software and is headquartered in Melville, New York.
NPI and FalconStor have also entered into a Second Amended and Restated
Registration Rights Agreement, the Second Amended and Restated Stockholders
Agreement and a Voting Agreement in connection with NPI's investment in
FalconStor.
ITEM 7. Financial Statements and Exhibits
(c) Exhibits.
Exhibit Description
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10.60 Stock Purchase Agreement dated as of March 30, 2001 by and
between FalconStor, Inc. and Network Peripherals Inc.
99.1 Network Peripherals Inc. Press Release dated April 2, 2001.
SIGNATURE
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 16, 2001 NETWORK PERIPHERALS INC.
By: /s/ James Williams
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James Williams
Senior Vice President of Finance and
Administration, Secretary, Treasurer
and Chief Financial Officer
(Authorized Officer)
INDEX OF EXHIBITS
Exhibit Description
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10.60 Stock Purchase Agreement dated as of March 30, 2001 by and
between FalconStor, Inc. and Network Peripherals Inc.
99.1 Network Peripherals Inc. Press Release dated April 2, 2001.