content: <PAGE>
  
                        SECURITIES AND EXCHANGE COMMISSION
                               Washington, DC  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):  January 23, 2001
  
  
                                   NETOPIA, INC.
          --------------------------------------------------------------
              (Exact Name of Registrant as Specified in its Charter)
  
  
  <TABLE>
  <S>                              <C>                                 <C>
          Delaware                          0-28450                          94-3033136
  ----------------------------     --------------------------          ------------------------
  (State or Other Jurisdiction      (Commission File Number)              (I.R.S. Employer
      of Incorporation)                                                 Identification Number)
  </TABLE>
  
  
                             2470 Mariner Square Loop
                            Alameda, California  94501
                                  (510) 814-5100
        ------------------------------------------------------------------
         (Addresses, including zip code, and telephone numbers, including
                    area code, of principal executive offices)
  
  
  
  ITEM 5.  OTHER EVENTS.
  
       On January 23, 2001, Proxim, Inc., a Delaware corporation ("Proxim"), ALK
  Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Proxim
  ("ALK Acquisition Corp."), and Netopia, Inc., a Delaware corporation
  ("Netopia"), entered into an Agreement and Plan of Reorganization (the "Merger
  Agreement"), providing for the business combination of Netopia and Proxim
  through the merger of ALK Acquisition Corp. with and into Netopia, with Netopia
  as the surviving corporation (the "Merger"). Pursuant to the Merger Agreement,
  each share of common stock of Netopia issued and outstanding immediately prior
  to the effective time of the Merger will be converted into the right to receive
  0.3 shares of common stock of Proxim.
  <PAGE>
  
       Consummation of the Merger is subject to certain conditions, including (i)
  approval by the stockholders of each of Proxim and Netopia and (ii) expiration
  or termination of the waiting period under the Hart-Scott-Rodino Antitrust
  Improvements Act of 1976, as amended.
  
       In connection with the Merger, certain stockholders of Netopia have entered
  into voting agreements, all dated as of January 23, 2001, pursuant to which
  those stockholders agree to vote in favor of adopting the Merger Agreement and
  approving the Merger.  In addition, certain stockholders of Proxim have entered
  into voting agreements, all dated as of January 23, 2001, pursuant to which
  those stockholders agree to vote in favor of the issuance of the shares of
  Proxim Common Stock in connection with the Merger.
  
       A copy of the Merger Agreement is attached hereto as Exhibit 99.1 and is
  hereby incorporated by reference in its entirety. A copy of the Stock Option
  Agreement between Proxim and Netopia is attached hereto as Exhibit 99.2 and is
  hereby incorporated by reference in its entirety. A copy of the joint press
  release issued by Proxim and Netopia on January 23, 2001 is attached hereto as
  Exhibit 99.3 and is hereby incorporated by reference in its entirety. A copy of
  the Voting Agreement between Proxim and certain stockholders of Netopia is
  attached hereto as Exhibit 99.4 and is hereby incorporated by reference in its
  entirety. A copy of the Voting Agreement between Netopia and certain
  stockholders of Proxim is attached hereto as Exhibit 99.5 and hereby
  incorporated by reference in its entirety. A list of officers signing Employment
  and Non-Competition Agreements is attached hereto as Exhibit 99.6 and is hereby
  incorporated by reference in its entirety. A copy of the Affiliate Agreement
  between Proxim and certain stockholders is attached hereto as Exhibit 99.7 and
  is hereby incorporated by reference in its entirety.
  
       Netopia also announces that James A. Clark will no longer serve as Vice
  President and Chief Financial Officer effective as of February 1, 2001.  Pending
  completion of the Merger, Alan B. Lefkof, Netopia's President and Chief
  Executive Officer, will assume additional duties as interim Chief Financial
  Officer.
  
  ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
  
  
  Exhibit No.      Description.
  ----------       ------------
  
  99.1             Agreement and Plan of Reorganization, dated as of January 23,
                   2001, by and among Proxim, ALK Acquisition Corp. and Netopia.
  
  99.2             Stock Option Agreement between Proxim and Netopia.
  
  99.3             Joint Press Release, dated January 23, 2001, by Proxim and
                   Netopia.
  
  99.4             Form of Voting Agreement between Proxim and certain
                   stockholders of Netopia.
  
  99.5             Form of Voting Agreement between Netopia and certain
                   stockholders of Proxim.
  
  99.6             Officers signing Employment and Non-competition Agreements.
  
  99.7             Form of Affiliate Agreement between Proxim and certain
                   stockholders.
  
  
  <PAGE>
  
                                    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.
  
  
                                         NETOPIA, INC.
  
  
  DATE:  January 30, 2001                By: /s/  Alan B. Lefkof
                                            -------------------------------------
                                            Alan B. Lefkof
                                            President and Chief Executive Officer
                                            (Principal Executive Officer)
  <PAGE>
  
                                 INDEX TO EXHIBITS
  
  
   Exhibit Number                             Description
   --------------                             -----------
  
        99.1         Agreement and Plan of Reorganization, dated as of January 23,
                     2001, by and among Proxim, ALK Acquisition Corp. and Netopia.
  
        99.2         Stock Option Agreement between Proxim and Netopia.
  
        99.3         Joint Press Release, dated January 23, 2001, by Proxim and
                     Netopia.
  
        99.4         Form of Voting Agreement between Proxim and certain
                     stockholders of Netopia.
  
        99.5         Form of Voting Agreement between Netopia and certain
                     stockholders of Proxim.
  
        99.6         Officers signing Employment and Non-competition Agreements.
  
        99.7         Form of Affiliate Agreement between Proxim and certain
                     stockholders.
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "0001.txt", "description": "FORM 8-K", "secsgml_size_bytes": 6878}]
metadata_filer: {"company-data": {"conformed-name": "NETOPIA INC", "cik": "0001012482", "assigned-sic": "7373", "irs-number": "943033136", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-28450", "film-number": "1519543"}, "business-address": {"street1": "2470 MARINER SQUARE LOOP", "city": "ALAMEDA", "state": "CA", "zip": "94501", "phone": "5108145100"}, "mail-address": {"street1": "2470 MARINER SQUARE LOOP", "city": "ALAMEDA", "state": "CA", "zip": "94501"}, "former-company": {"former-conformed-name": "FARALLON COMMUNICATIONS INC", "date-changed": "19960422"}}
text: SECURITIES AND EXCHANGE COMMISSION
                               Washington, DC  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):  January 23, 2001
  
                                   NETOPIA, INC.
          --------------------------------------------------------------
              (Exact Name of Registrant as Specified in its Charter)
  Delaware                          0-28450                          94-3033136
  ----------------------------     --------------------------          ------------------------
  (State or Other Jurisdiction      (Commission File Number)              (I.R.S. Employer
      of Incorporation)                                                 Identification Number)
  2470 Mariner Square Loop
                            Alameda, California  94501
                                  (510) 814-5100
        ------------------------------------------------------------------
         (Addresses, including zip code, and telephone numbers, including
                    area code, of principal executive offices)
  
  ITEM 5.  OTHER EVENTS.
  
       On January 23, 2001, Proxim, Inc., a Delaware corporation ("Proxim"), ALK
  Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Proxim
  ("ALK Acquisition Corp."), and Netopia, Inc., a Delaware corporation
  ("Netopia"), entered into an Agreement and Plan of Reorganization (the "Merger
  Agreement"), providing for the business combination of Netopia and Proxim
  through the merger of ALK Acquisition Corp. with and into Netopia, with Netopia
  as the surviving corporation (the "Merger"). Pursuant to the Merger Agreement,
  each share of common stock of Netopia issued and outstanding immediately prior
  to the effective time of the Merger will be converted into the right to receive
  0.3 shares of common stock of Proxim.
  Consummation of the Merger is subject to certain conditions, including (i)
  approval by the stockholders of each of Proxim and Netopia and (ii) expiration
  or termination of the waiting period under the Hart-Scott-Rodino Antitrust
  Improvements Act of 1976, as amended.
  
       In connection with the Merger, certain stockholders of Netopia have entered
  into voting agreements, all dated as of January 23, 2001, pursuant to which
  those stockholders agree to vote in favor of adopting the Merger Agreement and
  approving the Merger.  In addition, certain stockholders of Proxim have entered
  into voting agreements, all dated as of January 23, 2001, pursuant to which
  those stockholders agree to vote in favor of the issuance of the shares of
  Proxim Common Stock in connection with the Merger.
  
       A copy of the Merger Agreement is attached hereto as Exhibit 99.1 and is
  hereby incorporated by reference in its entirety. A copy of the Stock Option
  Agreement between Proxim and Netopia is attached hereto as Exhibit 99.2 and is
  hereby incorporated by reference in its entirety. A copy of the joint press
  release issued by Proxim and Netopia on January 23, 2001 is attached hereto as
  Exhibit 99.3 and is hereby incorporated by reference in its entirety. A copy of
  the Voting Agreement between Proxim and certain stockholders of Netopia is
  attached hereto as Exhibit 99.4 and is hereby incorporated by reference in its
  entirety. A copy of the Voting Agreement between Netopia and certain
  stockholders of Proxim is attached hereto as Exhibit 99.5 and hereby
  incorporated by reference in its entirety. A list of officers signing Employment
  and Non-Competition Agreements is attached hereto as Exhibit 99.6 and is hereby
  incorporated by reference in its entirety. A copy of the Affiliate Agreement
  between Proxim and certain stockholders is attached hereto as Exhibit 99.7 and
  is hereby incorporated by reference in its entirety.
  
       Netopia also announces that James A. Clark will no longer serve as Vice
  President and Chief Financial Officer effective as of February 1, 2001.  Pending
  completion of the Merger, Alan B. Lefkof, Netopia's President and Chief
  Executive Officer, will assume additional duties as interim Chief Financial
  Officer.
  
  ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
  
  Exhibit No.      Description.
  ----------       ------------
  
  99.1             Agreement and Plan of Reorganization, dated as of January 23,
                   2001, by and among Proxim, ALK Acquisition Corp. and Netopia.
  
  99.2             Stock Option Agreement between Proxim and Netopia.
  
  99.3             Joint Press Release, dated January 23, 2001, by Proxim and
                   Netopia.
  
  99.4             Form of Voting Agreement between Proxim and certain
                   stockholders of Netopia.
  
  99.5             Form of Voting Agreement between Netopia and certain
                   stockholders of Proxim.
  
  99.6             Officers signing Employment and Non-competition Agreements.
  
  99.7             Form of Affiliate Agreement between Proxim and certain
                   stockholders.
  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.
  
                                         NETOPIA, INC.
  
  DATE:  January 30, 2001                By: /s/  Alan B. Lefkof
                                            -------------------------------------
                                            Alan B. Lefkof
                                            President and Chief Executive Officer
                                            (Principal Executive Officer)
  INDEX TO EXHIBITS
  
   Exhibit Number                             Description
   --------------                             -----------
  
        99.1         Agreement and Plan of Reorganization, dated as of January 23,
                     2001, by and among Proxim, ALK Acquisition Corp. and Netopia.
  
        99.2         Stock Option Agreement between Proxim and Netopia.
  
        99.3         Joint Press Release, dated January 23, 2001, by Proxim and
                     Netopia.
  
        99.4         Form of Voting Agreement between Proxim and certain
                     stockholders of Netopia.
  
        99.5         Form of Voting Agreement between Netopia and certain
                     stockholders of Proxim.
  
        99.6         Officers signing Employment and Non-competition Agreements.
  
        99.7         Form of Affiliate Agreement between Proxim and certain
                     stockholders.