content: <PAGE>
  
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                                   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
  
                                 November 14, 2000
                  Date of Report (Date of earliest event reported)
  
                                  SonicWALL, Inc.
               (Exact name of registrant as specified in its charter)
  
             California                  000-27723                77-0270079
  (State or other jurisdiction of       (Commission            (I.R.S. employer
   incorporation or organization)        File No.)          identification number)
  
                                1160 Bordeaux Drive
                            Sunnyvale, California 94089
               (Address of principal executive offices and zip code)
  
                                   (408) 745-9600
                (Registrant's telephone number, including area code)
  
  
                                   Not Applicable
           (Former name or former address, if changed since last report)
  <PAGE>
  
  Item 2.  Acquisition or Disposition of Assets.
  
       Effective November 14, 2000, Pluto Acquisition Corp., a Utah corporation
  ("Merger Sub"), a wholly owned subsidiary of SonicWALL, Inc., a California
  corporation ("Parent"), was merged (the "Merger") with and into Phobos
  Corporation, a Utah corporation (the "Company"), pursuant to an Agreement and
  Plan of Merger and Reorganization (the "Reorganization Agreement"), dated
  October 16, 2000, among Parent, Merger Sub and the Company.  The description
  contained in this Item 2 of the transactions consummated pursuant to the terms
  and conditions of the Reorganization Agreement is qualified in its entirety by
  reference to the full text of the Reorganization Agreement, a copy of which is
  attached to this Report as Exhibit 2.1.
  
       Pursuant to the Merger, all outstanding options and shares of common stock
  of the Company (including all shares of common stock of the Company issued upon
  conversion of the Company's preferred stock and issuable upon exercise of
  Company warrants outstanding immediately prior to the effective time of the
  Merger) have been converted into the right to receive an aggregate of 12,200,000
  shares of common stock, stock options and warrants to purchase common stock of
  Parent and up to an aggregate of approximately $30 million in cash. In addition,
  up to an additional $20 million in cash payments will be distributed to holders
  of Company common stock and warrants to purchase Company common stock upon
  achievement by the Company of certain quarterly revenue targets. No fractional
  shares of Parent common stock will be issued in connection with the Merger. In
  lieu thereof, any holder of Company common stock who would otherwise have been
  entitled to receive fractional shares of the Parent common stock will be paid an
  amount based on the value of such fractional shares multiplied by $17.87
  (rounded to the nearest whole cent) without interest.
  
       At the Effective Time, as defined in the Reorganization Agreement, the
  Company ceased to exist and the Merger Sub, as the surviving corporation in the
  Merger, became a wholly-owned subsidiary of the Parent.  The Merger was intended
  to qualify as a tax-free reorganization under the Internal Revenue Code of 1986,
  as amended, and will be accounted for on a purchase basis.  Also at the
  Effective Time, Ronald E. Heinz, Jr., President and Chief Executive Officer of
  the Company, became a director of Parent.
  
       The Company designs and manufacturers innovative products that offload and
  accelerate secure transaction processing, delivering higher performance for
  servers tasked with secure Internet-based applications.  The Company's Secure
  Sockets Layer (SSL) products offload the burden of encryption/decryption
  processing from the secure server, resulting in as much as a 50-fold increase in
  the number of transactions an e-commerce site can handle.  The Company also
  offers load balancing products that intelligently manage traffic across web
  server farms, assuring optimal performance for the site.  SSL offloading and
  load balancing deliver the speed, reliability and high availability that medium
  to large enterprises, service providers and e-commerce sites need.
  
       The Reorganization Agreement, the Amendment to the Agreement and Plan of
  Merger and the press release issued in connection with the closing of this
  acquisition are filed as Exhibits 2.1, 2.2 and 99.1, respectively, to this
  Report and are incorporated herein by reference.
  
                                         2
  <PAGE>
  
  Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
  
  (a)  Financial Statements of Business Acquired
  
       It is impracticable for Parent to file herewith the required financial
       statements in this Current Report on Form 8-K.  Accordingly, such financial
       statements will be filed by amendment as soon as practicable, but not later
       than 60 days after the date on which this Form 8-K must be filed in
       accordance with paragraph (4) of Item 7(a) of Form 8-K.
  
  (b)  Pro Forma Financial Information
  
       It is impracticable for Parent to file herewith the required pro forma
       financial information in this Current Report on Form 8-K.  Accordingly,
       such pro forma financial information will be filed by amendment as soon as
       practicable, but not later than 60 days after the date on which this Form
       8-K must be filed in accordance with paragraph (4) of Item 7(b) of Form 8-
       K.
  
  (c)  Exhibits
  
       2.1  Agreement and Plan of Merger and Reorganization, dated as of October
            16, 2000, among SonicWALL, Inc., a California corporation, Pluto
            Acquisition Corp., a Utah corporation, and a wholly-owned subsidiary
            of SonicWALL, Phobos Corporation, a Utah corporation and GMS Capital
            Partners, L.P., a Delaware limited partnership, as Stockholders'
            Representative.
  
       2.2  Amendment to Agreement and Plan of Merger, dated as of November 6,
            2000, by and among SonicWALL, Inc., a California corporation, Pluto
            Acquisition Corporation, a Utah corporation, and a wholly-owed
            subsidiary of SonicWALL, Phobos Corporation, a Utah corporation and
            GMS Capital Partners, L.P., a Delaware limited partnership, as
            Stockholders' Representative.
  
       99.1 Press Release entitled "SonicWALL Completes Acquisition of Phobos
            Corporation," issued November 16, 2000.
  
                                         3
  <PAGE>
  
                                     SIGNATURES
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
  the registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                               SonicWALL, Inc.
                                               (Registrant)
  
  Date: November 27, 2000                  By: /s/ Sreekanth Ravi
                                               ----------------------------------
                                               Sreekanth Ravi
                                               President & Chief Executive Officer
  
                                         4
  <PAGE>
  
                                   Exhibit Index
  
  2.1  Agreement and Plan of Merger and Reorganization, dated as of October 16,
       2000, among SonicWALL, Inc., a California corporation, Pluto Acquisition
       Corp., a Utah corporation, and a wholly-owned subsidiary of SonicWALL,
       Phobos Corporation, a Utah corporation and GMS Capital Partners, L.P., a
       Delaware limited partnership, as Stockholders' Representative.
  
  2.2  Amendment to Agreement and Plan of Merger, dated as of November 6, 2000, by
       and among SonicWALL, Inc., a California corporation, Pluto Acquisition
       Corporation, a Utah corporation, and a wholly-owed subsidiary of SonicWALL,
       Phobos Corporation, a Utah corporation and GMS Capital Partners, L.P., a
       Delaware limited partnership, as Stockholders' Representative.
  
  
  99.1 Press Release dated November 16, 2000.
  
                                         5
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text: ===============================================================================
  
                                   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
  
                                 November 14, 2000
                  Date of Report (Date of earliest event reported)
  
                                  SonicWALL, Inc.
               (Exact name of registrant as specified in its charter)
  
             California                  000-27723                77-0270079
  (State or other jurisdiction of       (Commission            (I.R.S. employer
   incorporation or organization)        File No.)          identification number)
  
                                1160 Bordeaux Drive
                            Sunnyvale, California 94089
               (Address of principal executive offices and zip code)
  
                                   (408) 745-9600
                (Registrant's telephone number, including area code)
  
                                   Not Applicable
           (Former name or former address, if changed since last report)
  Item 2.  Acquisition or Disposition of Assets.
  
       Effective November 14, 2000, Pluto Acquisition Corp., a Utah corporation
  ("Merger Sub"), a wholly owned subsidiary of SonicWALL, Inc., a California
  corporation ("Parent"), was merged (the "Merger") with and into Phobos
  Corporation, a Utah corporation (the "Company"), pursuant to an Agreement and
  Plan of Merger and Reorganization (the "Reorganization Agreement"), dated
  October 16, 2000, among Parent, Merger Sub and the Company.  The description
  contained in this Item 2 of the transactions consummated pursuant to the terms
  and conditions of the Reorganization Agreement is qualified in its entirety by
  reference to the full text of the Reorganization Agreement, a copy of which is
  attached to this Report as Exhibit 2.1.
  
       Pursuant to the Merger, all outstanding options and shares of common stock
  of the Company (including all shares of common stock of the Company issued upon
  conversion of the Company's preferred stock and issuable upon exercise of
  Company warrants outstanding immediately prior to the effective time of the
  Merger) have been converted into the right to receive an aggregate of 12,200,000
  shares of common stock, stock options and warrants to purchase common stock of
  Parent and up to an aggregate of approximately $30 million in cash. In addition,
  up to an additional $20 million in cash payments will be distributed to holders
  of Company common stock and warrants to purchase Company common stock upon
  achievement by the Company of certain quarterly revenue targets. No fractional
  shares of Parent common stock will be issued in connection with the Merger. In
  lieu thereof, any holder of Company common stock who would otherwise have been
  entitled to receive fractional shares of the Parent common stock will be paid an
  amount based on the value of such fractional shares multiplied by $17.87
  (rounded to the nearest whole cent) without interest.
  
       At the Effective Time, as defined in the Reorganization Agreement, the
  Company ceased to exist and the Merger Sub, as the surviving corporation in the
  Merger, became a wholly-owned subsidiary of the Parent.  The Merger was intended
  to qualify as a tax-free reorganization under the Internal Revenue Code of 1986,
  as amended, and will be accounted for on a purchase basis.  Also at the
  Effective Time, Ronald E. Heinz, Jr., President and Chief Executive Officer of
  the Company, became a director of Parent.
  
       The Company designs and manufacturers innovative products that offload and
  accelerate secure transaction processing, delivering higher performance for
  servers tasked with secure Internet-based applications.  The Company's Secure
  Sockets Layer (SSL) products offload the burden of encryption/decryption
  processing from the secure server, resulting in as much as a 50-fold increase in
  the number of transactions an e-commerce site can handle.  The Company also
  offers load balancing products that intelligently manage traffic across web
  server farms, assuring optimal performance for the site.  SSL offloading and
  load balancing deliver the speed, reliability and high availability that medium
  to large enterprises, service providers and e-commerce sites need.
  
       The Reorganization Agreement, the Amendment to the Agreement and Plan of
  Merger and the press release issued in connection with the closing of this
  acquisition are filed as Exhibits 2.1, 2.2 and 99.1, respectively, to this
  Report and are incorporated herein by reference.
  
                                         2
  Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
  
  (a)  Financial Statements of Business Acquired
  
       It is impracticable for Parent to file herewith the required financial
       statements in this Current Report on Form 8-K.  Accordingly, such financial
       statements will be filed by amendment as soon as practicable, but not later
       than 60 days after the date on which this Form 8-K must be filed in
       accordance with paragraph (4) of Item 7(a) of Form 8-K.
  
  (b)  Pro Forma Financial Information
  
       It is impracticable for Parent to file herewith the required pro forma
       financial information in this Current Report on Form 8-K.  Accordingly,
       such pro forma financial information will be filed by amendment as soon as
       practicable, but not later than 60 days after the date on which this Form
       8-K must be filed in accordance with paragraph (4) of Item 7(b) of Form 8-
       K.
  
  (c)  Exhibits
  
       2.1  Agreement and Plan of Merger and Reorganization, dated as of October
            16, 2000, among SonicWALL, Inc., a California corporation, Pluto
            Acquisition Corp., a Utah corporation, and a wholly-owned subsidiary
            of SonicWALL, Phobos Corporation, a Utah corporation and GMS Capital
            Partners, L.P., a Delaware limited partnership, as Stockholders'
            Representative.
  
       2.2  Amendment to Agreement and Plan of Merger, dated as of November 6,
            2000, by and among SonicWALL, Inc., a California corporation, Pluto
            Acquisition Corporation, a Utah corporation, and a wholly-owed
            subsidiary of SonicWALL, Phobos Corporation, a Utah corporation and
            GMS Capital Partners, L.P., a Delaware limited partnership, as
            Stockholders' Representative.
  
       99.1 Press Release entitled "SonicWALL Completes Acquisition of Phobos
            Corporation," issued November 16, 2000.
  
                                         3
  SIGNATURES
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
  the registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                               SonicWALL, Inc.
                                               (Registrant)
  
  Date: November 27, 2000                  By: /s/ Sreekanth Ravi
                                               ----------------------------------
                                               Sreekanth Ravi
                                               President & Chief Executive Officer
  
                                         4
  Exhibit Index
  
  2.1  Agreement and Plan of Merger and Reorganization, dated as of October 16,
       2000, among SonicWALL, Inc., a California corporation, Pluto Acquisition
       Corp., a Utah corporation, and a wholly-owned subsidiary of SonicWALL,
       Phobos Corporation, a Utah corporation and GMS Capital Partners, L.P., a
       Delaware limited partnership, as Stockholders' Representative.
  
  2.2  Amendment to Agreement and Plan of Merger, dated as of November 6, 2000, by
       and among SonicWALL, Inc., a California corporation, Pluto Acquisition
       Corporation, a Utah corporation, and a wholly-owed subsidiary of SonicWALL,
       Phobos Corporation, a Utah corporation and GMS Capital Partners, L.P., a
       Delaware limited partnership, as Stockholders' Representative.
  
  99.1 Press Release dated November 16, 2000.
  
                                         5