Larscom, Vina Complete Merger

The merged company will retain the 'Larscom' name and its ticker and will relocate from Milpitas, Calif. to Vina's HQ in Newark, Calif.

June 6, 2003

4 Min Read

MILPITAS, Calif. -- Larscom Incorporated (NASDAQ: LARS), announced today the completion of the merger between Larscom and VINA Technologies (NASDAQ: VINA) following stockholder votes at both company meetings. The merger closed on June 5, 2003. The combined company offers one of the industry’s broadest portfolios of Wide Area Network (WAN) access systems for international and domestic carriers serving the small, medium, large and government enterprise markets by providing reliable products that lower the cost to deliver today’s voice and data services.

“This merger creates a worldwide leader for providing innovative WAN access systems for the delivery of high-speed data, and integrated voice and data services,” said Daniel L. Scharre, president and CEO of Larscom. “This greatly extends our product portfolio and distribution channels, providing higher value for customers, stockholders, and the marketplace. In addition, we expect to be able to leverage economies-of-scale to reach profitability within the next 12 months.”

Scharre added, “We recently introduced a new product line, the Orion 7400 family, which will enable carriers to economically deploy Ethernet services everywhere to businesses of all sizes. Going forward, product innovation will continue to be a primary focus area for the company.”

The merged company will retain the “Larscom” name and its NASDAQ symbol and will relocate from Milpitas, CA to VINA Technologies’ headquarters in Newark, CA at some time in the future. The combined company has integrated management members from both VINA and Larscom as follows:

  • Daniel L. Scharre, President and CEO

  • Donald W. Morgan, CFO

  • Gurdip Jande, Vice President of Marketing

  • C. Reid Thomas, Vice President of Sales

  • Adam Opoczynski, Vice President of Engineering

  • Darrell Furlong, Chief Technical Officer

  • Michael Will, Vice President of Worldwide Customer Service and Operations.



The following members of VINA’s board of directors have joined the board of directors of the combined company:

  • Jeffrey M. Drazan, General Partner of Sierra Ventures,

  • John F. Malone, President and CEO of The Eastern Management Group,

  • Philip J. Quigley, retired Chairman, President and CEO of Pacific Telesis Group, and

  • W. Michael West, former Chairman and CEO of VINA.



VINA stockholders will receive 0.2659 shares (or .03799 shares after giving effect to the reverse stock split described below) of Larscom Common Stock (as reclassified as described below) for each share of VINA Common Stock outstanding. In addition, Larscom assumed all outstanding options and warrants to purchase VINA Common Stock. Based on the number of shares of VINA Common Stock outstanding and subject to outstanding options and warrants as of the close of the merger, Larscom will issue (or reserve for issuance on the exercise of VINA options and warrants) an aggregate of approximately 19,730,000 shares (or 2,820,000 shares after giving effect to the reverse stock split described below) of Larscom Common Stock. VINA Common Stock ceased trading on the Nasdaq SmallCap Market at the close of market on June 5, 2003. The merger is intended to qualify as a tax-free reorganization and will be accounted for as a purchase.

In connection with the merger, effective as of 11:00 p.m. EDT on Thursday, June 5, 2003, all outstanding shares of Larscom Class A Common Stock and Class B Common Stock were automatically reclassified and converted into shares of Larscom Common Stock. The rights, powers and limitations of the newly reclassified Larscom Common Stock did not change, except that the newly reclassified Larscom Common Stock has one vote per share and previously, each share of Larscom Class B Common Stock was entitled to four votes per share.

In addition, following stockholder approval, the Larscom board of directors approved a 1?for?7 reverse stock split of its Class A Common Stock and Class B Common Stock. The reverse stock split was effective concurrently with the reclassification as of 11:00 p.m. EDT on Thursday, June 5, 2003, and therefore each seven outstanding shares of Larscom Class A Common Stock and Class B Common Stock were automatically reclassified and converted into one share of the reclassified Larscom Common Stock. Larscom’s Common Stock will begin trading on a post-split basis at the opening of trading on the Nasdaq SmallCap Market on June 6, 2003. From June 6, 2003 to July 3, 2003, Larscom’s Common Stock will trade under the symbol “LARSD”.

Larscom Inc.

Vina Technologies Inc.

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