-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GVD1dhQQ8dXMuMEY04PXPCzR41Qr2E4fckBN/Hid7V1LGviJkEnM5iKrBfz8+fyd PyFb7aFsr3xcnEztYF5DHg== 0001012870-01-501000.txt : 20010627 0001012870-01-501000.hdr.sgml : 20010627 ACCESSION NUMBER: 0001012870-01-501000 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010524 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EXTENDED SYSTEMS INC CENTRAL INDEX KEY: 0001051490 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 820399670 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-55473 FILM NUMBER: 1647410 BUSINESS ADDRESS: STREET 1: 5777 MEEKER AVENUE CITY: BOISE STATE: ID ZIP: 83713 BUSINESS PHONE: 2023227575 MAIL ADDRESS: STREET 1: 5777 MEEKER AVE CITY: BOISE STATE: ID ZIP: 83713 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PALM INC CENTRAL INDEX KEY: 0001100389 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER TERMINALS [3575] IRS NUMBER: 943150688 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5470 GREAT AMERICA PARKWAY CITY: SANTA CLARA STATE: CA ZIP: 95052 BUSINESS PHONE: 4083269000 MAIL ADDRESS: STREET 1: 5470 GREAT AMERICA PARKWAY CITY: SANTA CLARA STATE: CA ZIP: 95052-8145 SC 13D/A 1 dsc13da.txt AMENDMENT #1 TO SCHEDULE 13D Schedule 13D Page 1 of 7 ================================================================================ SEC 1746 Potential persons who are to respond to the collection of information (2-98) contained in this form are not required to respond unless the form displays a currently valid OMB control number. ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Extended Systems Incorporated - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) 69664210-7 - -------------------------------------------------------------------------------- (CUSIP Number) JUDY BRUNER Senior Vice President and Chief Financial Officer PALM, INC. 5470 Great America Parkway Santa Clara, California 95052 (408) 326-9000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 17, 2001 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13-1(e), 240.13d-(f) or 240.13d-1(g), check the following box.[_] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Schedule 13D Page 2 of 7 CUSIP No. 69664210-7__________________________________________________ - -------------------------------------------------------------------------------- 1. Names of Reporting Person. SS or I.R.S. Identification No. of above person. Palm, Inc. I.R.S. Identification No.: 94-3150688 ------------------------------------------------------------ - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group* (a) [_] ______________________________________________________ (b) [_] ______________________________________________________ Not applicable _______________________________________________ - -------------------------------------------------------------------------------- 3. SEC Use Only ________________________________________________ - -------------------------------------------------------------------------------- 4. Source of Funds* OO_________________________________________ - -------------------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization State of Delaware ---------------------- - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power __0________________________________ Shares ---------------------------------------------------------------- Beneficially 8. Shared Voting Power __0_______________________________ Owned by ---------------------------------------------------------------- Each 9. Sole Dispositive Power __0____________________________ Reporting ---------------------------------------------------------------- Person With 10. Shared Dispositive Power __N/A_______________________ - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person __0_________________________________________________________ - -------------------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [_] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) __0_________________________________________________________ - -------------------------------------------------------------------------------- 14. Type of Reporting Person* CO ------------------------------------------------------------ ------------------------------------------------------------ ------------------------------------------------------------ ------------------------------------------------------------ - -------------------------------------------------------------------------------- *See Instructions Before Filling Out. Schedule 13D Page 3 of 7 This Amendment No. 1 ("Amendment No. 1") to that certain statement on Schedule 13D of Palm, Inc. filed on March 15, 2001 (the "Original Statement") hereby amends and restates the Original Statement as provided herein. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Original Statement. Item 3. Source and Amount of funds or Other Consideration This Amendment No. 1 amends and restates Item 3 of the Original Statement in its entirety. Pursuant to a Mutual Termination Agreement And Amendment to Agreement And Plan of Reorganization dated as of May 17, 2001 (the "Termination Agreement"), Palm and Extended Systems terminated the Merger Agreement, the Option Agreement and the Voting Agreements. References to, and descriptions of, the Merger, the Merger Agreement, the Stock Option Agreement, the Voting Agreements and the Termination Agreement set forth herein are qualified in their entirety by reference to the the Merger Agreement, the Stock Option Agreement, the Voting Agreements and the Termination Agreement, included as Exhibits 1, 2, 3 and 4 respectively, to this Amendment No. 1, which are incorporated by reference herein in their entirety where such references and descriptions appear. Item 4: Purpose of Transaction This Amendment No. 1 amends and restates Item 4 of the Original Statement in its entirety. Pursuant to the Termination Agreement, Palm and Extended Systems terminated the Merger Agreement, the Option Agreement and the Voting Agreements. Item 5. Interest in Securities of the Issuer This Amendment No. 1 amends and restates Item 5 of the Original Statement in its entirety. Pursuant to the Termination Agreement, Palm and Extended Systems terminated the Merger Agreement, the Option Agreement and the Voting Agreements. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Other than the Termination Agreement, the Merger Agreement and the exhibits thereto, including the Stock Option Agreement and the Voting Agreements, to the knowledge of Palm, there are no contracts, arrangements, understandings or relationships (legal or otherwise) (i) among the persons named in Item 2 and (ii) between such persons and any person with respect to any securities of Extended Systems, including, but not limited to, with respect to transfer or voting of any of the class of securities reported on this Amendment No. 1, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to Be Filed as Exhibits The following documents are filed as exhibits to this Amendment No. 1: 1. Agreement and Plan of Reorganization, dated as of March 6, 2001, by and among Palm, Inc., a Delaware corporation, and Extended Systems Incorporated, a Delaware corporation. (Incorporated by reference from Exhibit 1 of the Schedule 13D for Palm, Inc. filed on March 15, 2001 (File No. 005-55473).) 2. Stock Option Agreement, dated as of March 6, 2001, by and between Palm, Inc., a Delaware corporation, and Extended Systems Incorporated, a Delaware corporation. (Incorporated by reference from Exhibit 2 of the Schedule 13D for Palm, Inc. filed on March 15, 2001 (File No. 005-55473)). Schedule 13D Page 4 of 7 3. Form of Voting Agreement, dated as of March 6, 2001, by and between Palm, Inc. and certain stockholders of Extended Systems Incorporated (Incorporated by reference from Exhibit 3 of the Schedule 13D for Palm, Inc. filed on March 15, 2001 (File No. 005-55473).) 4. Mutual Termination Agreement And Amendment to Agreement And Plan of Reorganization dated as of May 17, 2001 by and between Palm, Inc. and Extended Systems Incorporated. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. May 24, 2001 - -------------------------------------------------------------------------------- Date /s/ Judy Bruner - -------------------------------------------------------------------------------- Signature Judy Bruner, Senior Vice President, Finance and Chief Financial Officer - -------------------------------------------------------------------------------- Name/Title EX-4 2 dex4.txt MUTUAL TERMINATION AGREEMENT Schedule 13D Page 5 of 7 Exhibit 4 --------- MUTUAL TERMINATION AGREEMENT AND AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION This MUTUAL TERMINATION AGREEMENT AND AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") is made and entered into as of May 17, 2001, between Palm, Inc., a Delaware corporation ("Parent") and Extended Systems Incorporated, a Delaware corporation (the "Company"). Parent and Company are collectively referred to herein as the "Parties" and each individually as a "Party." Unless defined herein, capitalized terms have the meaning given them in the Merger Agreement (as defined below). RECITALS -------- A. Parent and the Company are parties to that certain Agreement and Plan of Reorganization dated as of March 6, 2001 (the "Merger Agreement") pursuant to which it was contemplated that the Company would be merged with and into Parent. B. Contemporaneously with the execution of the Merger Agreement, Parent, Company and certain affiliate stockholders of the Company entered into (i) a Stock Option Agreement, (ii) Company Voting Agreements, and (iii) Affiliate Agreements (collectively, the "Ancillary Agreements"). C. Section 7.1 (a) of the Merger Agreement provides that the Merger Agreement may be terminated at any time prior to the Effective Time by mutual written consent duly authorized by the Boards of Directors of Parent and the Company. D. Each of Parent and the Company have determined to terminate the Merger Agreement and each of the Ancillary Agreements as provided herein. AGREEMENT --------- NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows: 1. Amendment of Section 7.1(a) of the Merger Agreement. Section 7.1(a) --------------------------------------------------- of the Merger Agreement is hereby amended in its entirety to read as follows: "(a) by mutual written consent duly authorized and executed by each of Parent and the Company;" 2. Termination of Merger Agreement. The Parties agree that, effective ------------------------------- immediately, (i) the Merger Agreement is hereby terminated pursuant to Section 7.1(a) of the Merger Agreement, with the effect set forth in Section 7.2 of the Merger Agreement, and (ii) the Ancillary Agreements are hereby terminated, and none of such Ancillary Agreements will be of any further force or effect. 3. Publicity. The Parties will issue a mutually agreed upon joint --------- press release (the "Initial Release") upon the signing of this Agreement with respect to this Agreement and the termination of the Merger Agreement and the Ancillary Agreements. Except as required by law or applicable listing agreement, no other press release shall be issued regarding the termination of the Merger Agreement by either Parent or the Company without the prior written consent of the other. Notwithstanding the foregoing, the Parties will be permitted to make reference to the matters addressed in this Agreement in other press releases, provided that such references are consistent in substance with the Initial Release. 4. Amendment. This Agreement may be amended, supplemented or modified --------- only by a written instrument duly executed by or on behalf of each Party hereto. 5. Entire Agreement. This Agreement supercedes all prior discussions, ---------------- representations, warranties and agreements, both written and oral, among the Parties with respect to the subject matter hereof, and contains the sole and entire agreement among the Parties with respect to the subject matter hereof. 6. Governing Law. This Agreement shall be governed by and construed in ------------- accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof. 7. Counterparts. This Agreement may be executed in one or more ------------ counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. IN WITNESS WHEREOF, Parent and the Company have caused this Mutual Termination Agreement and Amendment to Agreement and Plan of Reorganization to be duly executed as of the date first above written by their respective officers duly authorized. PALM, INC. By: /s/ Carl J. Yankowski ------------------------ Carl J. Yankowski Chief Executive Officer EXTENDED SYSTEMS INCORPORATED By: /s/ Steven D. Simpson ------------------------ Steven D. Simpson President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----