content: <PAGE>
   
                       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):   AUGUST 5, 1998
                                                    ------------------------------
  
  
                                  NETOPIA, INC.
  --------------------------------------------------------------------------------
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
   
   
        Delaware                    0-28450                   94-3033136
  --------------------------------------------------------------------------------
  (State or other jurisdiction    (Commission                (IRS Employer
       of incorporation)          File Number)            Identification No.)
   
  
  2470 Mariner Square Loop, Alameda, California                              94501
  --------------------------------------------------------------------------------
  (Address of Principal Executive Offices)                              (Zip Code)
  
  
  Registrant's telephone number, including area code   (510) 814-5100
                                                     -----------------------------
  
  
  Same
  --------------------------------------------------------------------------------
         (Former name or Former Address, if Changed Since Last Report.)
  <PAGE>
   
  ITEM 2.    DISPOSITION OF ASSETS.
  
       (a)   On August 5, 1998, the Registrant sold its Farallon LAN
  Division ("LAN Division"), including the LAN Division's products, accounts
  receivable, inventory, property and equipment, intellectual property and other
  related assets, to Farallon Networking Corporation ("Farallon"), a Delaware
  corporation and an affiliate of Gores Technology Group ("Gores"). Farallon
  also assumed certain accounts payable and other liabilities of the LAN
  Division. The LAN Division developed and sold Local Area Networking ("LAN")
  products primarily for Apple Macintosh computers. The LAN Division's products
  consisted of Ethernet, EtherWave, Fast Ethernet and LocalTalk compatible
  products which included the PhoneNET system of network connectivity products
  (the "LAN Products"). The sale transaction will be recorded as a discontinued
  operation in the fourth fiscal quarter ending September 30, 1998. Due to
  transaction related expenses, the Registrant expects to record a loss on the
  sale not expected to exceed $3.0 million. As a result of the disposal of this
  segment, the Registrant will be reassessing its remaining operations and
  presently anticipates the Registrant's continuing operations will record a
  charge not expected to exceed approximately $1.0 million for certain one-time
  reorganization items and will provide a valuation reserve against
  approximately $3.5 million in deferred tax assets in the fourth fiscal quarter
  ending September 30, 1998.
  
             Pursuant to the terms of the Agreement for Purchase and Sale of
  Assets, dated August 5, 1998 (the "Agreement"), by and between the Registrant
  and Farallon, the Registrant received from Farallon consideration aggregating
  $4.9 million, including $2,000,000 cash, a two-year $1,000,000 promissory note
  guaranteed by Gores, a warrant to purchase equity of Farallon and the right to
  receive royalty payments on revenues generated by the sale of LAN Products over
  a five-year period as described in Section 2.5 of the Agreement.  The amount and
  nature of the consideration was determined by arms-length negotiation among the
  parties.
  
             At the time of the sale transaction there was no material
  relationship between Farallon or Gores (including the officers, directors and
  stockholders of Farallon or Gores) and the Registrant or any of its
  affiliates, or any director or officer of the Registrant, or any associate of
  any such director or officer of the Registrant.
  
             The foregoing description is qualified in its entirety by reference
  to the Agreement, a copy of which is attached hereto as Exhibit 2.1 and
                                                          -----------    
  incorporated herein by reference.
  <PAGE>
   
  ITEM 7.    FINANCIAL STATEMENTS AND EXHIBITS.
  
       (b)   The Registrant is required to file pro forma financial information in
                                                ---------
  connection with the sale transaction.  Such pro forma financial information will
                                              ---------
  be filed by amendment not later than 60 days after the date this report on Form
  8-K must be filed.
  
       (c)   Exhibits:
  
             Exhibit
             Number    Description
             -------   -----------
  
             2.1       Agreement of Purchase and Sale of Assets, dated August 5,
                       1998, by and between Netopia, Inc., a Delaware
                       corporation, and Farallon Networking Corporation, a
                       Delaware corporation.*
  
             99.1      Text of Press Release dated August 5, 1998.
  
  
  
  *Pursuant to Item 601(b)(2) of Regulation S-K, the exhibits and schedules to
  this Agreement of Purchase and Sale of Assets have been omitted.  Such exhibits
  and schedules will be submitted to the Securities and Exchange Commission upon
  request.
  <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:  August 20, 1998             By:    /s/ James A. Clark
                                        -----------------------------------------
                                            James A. Clark
                                            Vice President and Chief Financial 
                                            Officer
                                            (Duly Authorized Officer and Principal
                                            Financial Officer)
  <PAGE>
   
                                  EXHIBIT INDEX
  
                                                              
  Exhibit                                                     
  Number     Description                                      
  ------     -----------                                      
  
  2.1        Agreement of Purchase and Sale of Assets, dated 
             August 5, 1998, by and between Netopia, Inc., a 
             Delaware corporation, and Farallon Networking
             Corporation, a Delaware corporation.*
  
  99.1       Text of Press Release dated August 5, 1998.
  
  
  
  *Pursuant to Item 601(b)(2) of Regulation S-K, the exhibits and schedules to
  this Stock Purchase Agreement have been omitted.  Such exhibits and schedules
  will be submitted to the Securities and Exchange Commission upon request.
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 7005}]
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": "98695028"}, "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, 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):   AUGUST 5, 1998
                                                    ------------------------------
  
                                  NETOPIA, INC.
  --------------------------------------------------------------------------------
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
   
   
        Delaware                    0-28450                   94-3033136
  --------------------------------------------------------------------------------
  (State or other jurisdiction    (Commission                (IRS Employer
       of incorporation)          File Number)            Identification No.)
   
  
  2470 Mariner Square Loop, Alameda, California                              94501
  --------------------------------------------------------------------------------
  (Address of Principal Executive Offices)                              (Zip Code)
  
  Registrant's telephone number, including area code   (510) 814-5100
                                                     -----------------------------
  
  Same
  --------------------------------------------------------------------------------
         (Former name or Former Address, if Changed Since Last Report.)
  ITEM 2.    DISPOSITION OF ASSETS.
  
       (a)   On August 5, 1998, the Registrant sold its Farallon LAN
  Division ("LAN Division"), including the LAN Division's products, accounts
  receivable, inventory, property and equipment, intellectual property and other
  related assets, to Farallon Networking Corporation ("Farallon"), a Delaware
  corporation and an affiliate of Gores Technology Group ("Gores"). Farallon
  also assumed certain accounts payable and other liabilities of the LAN
  Division. The LAN Division developed and sold Local Area Networking ("LAN")
  products primarily for Apple Macintosh computers. The LAN Division's products
  consisted of Ethernet, EtherWave, Fast Ethernet and LocalTalk compatible
  products which included the PhoneNET system of network connectivity products
  (the "LAN Products"). The sale transaction will be recorded as a discontinued
  operation in the fourth fiscal quarter ending September 30, 1998. Due to
  transaction related expenses, the Registrant expects to record a loss on the
  sale not expected to exceed $3.0 million. As a result of the disposal of this
  segment, the Registrant will be reassessing its remaining operations and
  presently anticipates the Registrant's continuing operations will record a
  charge not expected to exceed approximately $1.0 million for certain one-time
  reorganization items and will provide a valuation reserve against
  approximately $3.5 million in deferred tax assets in the fourth fiscal quarter
  ending September 30, 1998.
  
             Pursuant to the terms of the Agreement for Purchase and Sale of
  Assets, dated August 5, 1998 (the "Agreement"), by and between the Registrant
  and Farallon, the Registrant received from Farallon consideration aggregating
  $4.9 million, including $2,000,000 cash, a two-year $1,000,000 promissory note
  guaranteed by Gores, a warrant to purchase equity of Farallon and the right to
  receive royalty payments on revenues generated by the sale of LAN Products over
  a five-year period as described in Section 2.5 of the Agreement.  The amount and
  nature of the consideration was determined by arms-length negotiation among the
  parties.
  
             At the time of the sale transaction there was no material
  relationship between Farallon or Gores (including the officers, directors and
  stockholders of Farallon or Gores) and the Registrant or any of its
  affiliates, or any director or officer of the Registrant, or any associate of
  any such director or officer of the Registrant.
  
             The foregoing description is qualified in its entirety by reference
  to the Agreement, a copy of which is attached hereto as Exhibit 2.1 and
                                                          -----------    
  incorporated herein by reference.
  ITEM 7.    FINANCIAL STATEMENTS AND EXHIBITS.
  
       (b)   The Registrant is required to file pro forma financial information in
                                                ---------
  connection with the sale transaction.  Such pro forma financial information will
                                              ---------
  be filed by amendment not later than 60 days after the date this report on Form
  8-K must be filed.
  
       (c)   Exhibits:
  
             Exhibit
             Number    Description
             -------   -----------
  
             2.1       Agreement of Purchase and Sale of Assets, dated August 5,
                       1998, by and between Netopia, Inc., a Delaware
                       corporation, and Farallon Networking Corporation, a
                       Delaware corporation.*
  
             99.1      Text of Press Release dated August 5, 1998.
  
  *Pursuant to Item 601(b)(2) of Regulation S-K, the exhibits and schedules to
  this Agreement of Purchase and Sale of Assets have been omitted.  Such exhibits
  and schedules will be submitted to the Securities and Exchange Commission upon
  request.
  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:  August 20, 1998             By:    /s/ James A. Clark
                                        -----------------------------------------
                                            James A. Clark
                                            Vice President and Chief Financial 
                                            Officer
                                            (Duly Authorized Officer and Principal
                                            Financial Officer)
  EXHIBIT INDEX
  
                                                              
  Exhibit                                                     
  Number     Description                                      
  ------     -----------                                      
  
  2.1        Agreement of Purchase and Sale of Assets, dated 
             August 5, 1998, by and between Netopia, Inc., a 
             Delaware corporation, and Farallon Networking
             Corporation, a Delaware corporation.*
  
  99.1       Text of Press Release dated August 5, 1998.
  
  *Pursuant to Item 601(b)(2) of Regulation S-K, the exhibits and schedules to
  this Stock Purchase Agreement have been omitted.  Such exhibits and schedules
  will be submitted to the Securities and Exchange Commission upon request.