content: 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
  
  
  
  
  Date of report (Date of earliest event reported):   October 13, 1999
  
                                     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.           Acquisition of Securities.
  
  On October 13, 1999, we acquired  StarNet  Technologies,  Inc.,  ("StarNet"),  a
  California  corporation  in a merger  transaction in which StarNet merged into a
  newly formed,  wholly  owned,  subsidiary.  StarNet has been  developing a voice
  channel  technology  architecture  that allows the  transmission  of up to eight
  voice  lines  over  a  digital  subscriber  line  along  with  the  simultaneous
  transmission  of  standard  data  packets.  We  intend  to  integrate  StarNet's
  technology into our Internet connectivity product development and begin offering
  voice and data  integrated  access  devices.  Any delay in the completion of the
  development  of the  products  would  cause  us to  incur  additional  unplanned
  development  expenses as well as the loss or  deferral  of  customer  purchases,
  either of which could adversely affect our business.
  
  We will account for the  transaction  under the purchase  method.  The aggregate
  consideration  constituting the purchase price is approximately $27.5 million at
  closing (which includes $1.0 million of the potential earnout payments discussed
  below),  and may increase by up to an additional  $4.9 million  depending on the
  actual  amount  of  potential  earnout  payments.  The  aggregate  consideration
  includes:
  
  
  o    $8.4 million in cash paid on the closing date of the transaction;
  
  o    447,852 shares of our common stock issued on the closing date;
  
  o    a series of potential cash earnout payments aggregating up to approximately
       $5.9 million at various  times after the closing date if certain  technical
       and revenue  milestones are achieved.  These earnout  opportunities will be
       included in the purchase  price for  accounting  purposes when it is deemed
       probable  that the  earnout  will be earned.  At this time,  we have deemed
       probable and recorded approximately $1.0 million in earnout payments;
  
  o    an accounting expense of $1.4 million relating to the substitution of stock
       options to purchase our common stock in replacement of the StarNet  options
       held by StarNet's former  employees,  who joined Netopia after the closing;
       and,
  
  o    transaction  costs of  approximately  $800,000  which  include  legal fees,
       accounting fees, fees paid for an independent  fairness  opinion,  and fees
       for other related professional services.
  
  Approximately  30,673 shares of common stock will be held in escrow for a period
  of time after the closing to satisfy StarNet's indemnification obligations under
  the definitive acquisition agreements.
  
  The issuance of shares in the merger was not registered under the Securities Act
  of 1933, as amended,  in reliance upon the Securities  Act's  exemption from the
  registration  requirements for nonpublic offerings,  and resale of the shares is
  restricted  under the Securities Act.  Netopia has agreed to file a registration
  statement on Form S-3 registering the resale of the shares. Resale of the shares
  under  the  registration   statement  will  be  subject  to  certain   customary
  restrictions.
  
  The excess  purchase  price over the unaudited net book value of the assets
  acquired was  approximately  $27.6 million,  which will be allocated to acquired
  in-process  research and development,  intangible  assets, and other depreciable
  assets based upon a third party  valuation  which is  currently in progress.  We
  will amortize amounts  allocated to goodwill  quarterly over the next four years
  and will amortize other depreciable assets quarterly over the next three years.
  
  The funds used to pay the cash portion of the  purchase  price were derived from
  our existing working capital.
  
  All of StarNet's former full time employees became employees of Netopia. Each of
  StarNet's   founders,   and   certain   other  key   employees,   entered   into
  non-competition agreements in connection with the acquisition.
  
  
  <PAGE>
  
  
  Item 7.           Financial Statements and Exhibits.
  
           (a)      Financial Statements of Business Acquired.
  
           It is  impracticable  for Netopia  currently  to provide  the  required
  financial  statements for StarNet called for by Item 7(a). Pursuant to paragraph
  (a)(4) of Item 7 of Form 8-K, the financial statements of StarNet required to be
  filed under  paragraph (a) of this Item 7 will be filed as soon as  practicable,
  but not later than required by Item 7 of Form 8-K.
  
           (b)      Pro Forma Financial Information.
  
           It is  impracticable  for  Netopia  currently  to provide the pro forma
  financial  information  with  respect to the  acquisition  of StarNet by Netopia
  called for by this Item 7(b).  Pursuant to paragraphs  (b)(2) and (a)(4) of Item
  7, the pro forma financial  statements  required to be filed under paragraph (b)
  of this Item 7 will be filed as soon as practicable, but not later than required
  by paragraphs (b)(2) and (a)(4) of Item 7 of Form 8-K.
  
           (c)      Exhibits:
  
                    Exhibit
                    Number       Description
  
                    2.1          Agreement and Plan of Reorganization dated
                                 September 28, 1999 by and between Netopia, Inc.,
                                 a Delaware corporation, SN Merger Corporation, a
                                 Delaware corporation that is a wholly-owned
                                 subsidiary of Netopia, and StarNet Technologies,
                                 Inc. a California corporation*
  
                    2.2          Registration Rights Agreement dated September 30,
                                 1999
  
  
  
  *Pursuant to Item  601(b)(2) of  Regulation  S-K, the exhibits and  schedules to
  this Agreement and Plan of  Reorganization  have been omitted.  Omitted exhibits
  include the  Certificate  of Merger,  Escrow  Agreement,  Amended  and  Restated
  Certificate of Incorporation  and Bylaws of SN Merger  Corporation,  Shareholder
  Representation   Letters,   Voting   Agreements,   forms  of   legal   opinions,
  Non-competition  Agreements,  Earnout Payment Criteria,  and Employee  Incentive
  Agreements.  Omitted  schedules  include customary  disclosure  schedules.  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:  October 28, 1999          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 and Plan of Reorganization dated September 28, 1999
                   by and between Netopia, Inc., a Delaware corporation, SN Merger
                   Corporation, a Delaware corporation that is a wholly-owned
                   subsidiary of Netopia, and StarNet Technologies, Inc. a
                   California corporation*
  
  2.2              Registration Rights Agreement dated September 30, 1999
  
  
  * 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.  Omitted
  schedules  include the  Certificate  of Merger,  Escrow  Agreement,  Amended and
  Restated  Certificate of Incorporation and Bylaws of StarNet Merger Corporation,
  Shareholder Representation Letters, Voting Agreements,  Forms of Legal Opinions,
  Non-competition  Agreements,  Earnout Payment Criteria,  and Employee  Incentive
  Agreements.  Such exhibits and schedules will be submitted to the Securities and
  Exchange Commission upon request.
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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
  
  Date of report (Date of earliest event reported):   October 13, 1999
  
                                     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.           Acquisition of Securities.
  
  On October 13, 1999, we acquired  StarNet  Technologies,  Inc.,  ("StarNet"),  a
  California  corporation  in a merger  transaction in which StarNet merged into a
  newly formed,  wholly  owned,  subsidiary.  StarNet has been  developing a voice
  channel  technology  architecture  that allows the  transmission  of up to eight
  voice  lines  over  a  digital  subscriber  line  along  with  the  simultaneous
  transmission  of  standard  data  packets.  We  intend  to  integrate  StarNet's
  technology into our Internet connectivity product development and begin offering
  voice and data  integrated  access  devices.  Any delay in the completion of the
  development  of the  products  would  cause  us to  incur  additional  unplanned
  development  expenses as well as the loss or  deferral  of  customer  purchases,
  either of which could adversely affect our business.
  
  We will account for the  transaction  under the purchase  method.  The aggregate
  consideration  constituting the purchase price is approximately $27.5 million at
  closing (which includes $1.0 million of the potential earnout payments discussed
  below),  and may increase by up to an additional  $4.9 million  depending on the
  actual  amount  of  potential  earnout  payments.  The  aggregate  consideration
  includes:
  
  o    $8.4 million in cash paid on the closing date of the transaction;
  
  o    447,852 shares of our common stock issued on the closing date;
  
  o    a series of potential cash earnout payments aggregating up to approximately
       $5.9 million at various  times after the closing date if certain  technical
       and revenue  milestones are achieved.  These earnout  opportunities will be
       included in the purchase  price for  accounting  purposes when it is deemed
       probable  that the  earnout  will be earned.  At this time,  we have deemed
       probable and recorded approximately $1.0 million in earnout payments;
  
  o    an accounting expense of $1.4 million relating to the substitution of stock
       options to purchase our common stock in replacement of the StarNet  options
       held by StarNet's former  employees,  who joined Netopia after the closing;
       and,
  
  o    transaction  costs of  approximately  $800,000  which  include  legal fees,
       accounting fees, fees paid for an independent  fairness  opinion,  and fees
       for other related professional services.
  
  Approximately  30,673 shares of common stock will be held in escrow for a period
  of time after the closing to satisfy StarNet's indemnification obligations under
  the definitive acquisition agreements.
  
  The issuance of shares in the merger was not registered under the Securities Act
  of 1933, as amended,  in reliance upon the Securities  Act's  exemption from the
  registration  requirements for nonpublic offerings,  and resale of the shares is
  restricted  under the Securities Act.  Netopia has agreed to file a registration
  statement on Form S-3 registering the resale of the shares. Resale of the shares
  under  the  registration   statement  will  be  subject  to  certain   customary
  restrictions.
  
  The excess  purchase  price over the unaudited net book value of the assets
  acquired was  approximately  $27.6 million,  which will be allocated to acquired
  in-process  research and development,  intangible  assets, and other depreciable
  assets based upon a third party  valuation  which is  currently in progress.  We
  will amortize amounts  allocated to goodwill  quarterly over the next four years
  and will amortize other depreciable assets quarterly over the next three years.
  
  The funds used to pay the cash portion of the  purchase  price were derived from
  our existing working capital.
  
  All of StarNet's former full time employees became employees of Netopia. Each of
  StarNet's   founders,   and   certain   other  key   employees,   entered   into
  non-competition agreements in connection with the acquisition.
  Item 7.           Financial Statements and Exhibits.
  
           (a)      Financial Statements of Business Acquired.
  
           It is  impracticable  for Netopia  currently  to provide  the  required
  financial  statements for StarNet called for by Item 7(a). Pursuant to paragraph
  (a)(4) of Item 7 of Form 8-K, the financial statements of StarNet required to be
  filed under  paragraph (a) of this Item 7 will be filed as soon as  practicable,
  but not later than required by Item 7 of Form 8-K.
  
           (b)      Pro Forma Financial Information.
  
           It is  impracticable  for  Netopia  currently  to provide the pro forma
  financial  information  with  respect to the  acquisition  of StarNet by Netopia
  called for by this Item 7(b).  Pursuant to paragraphs  (b)(2) and (a)(4) of Item
  7, the pro forma financial  statements  required to be filed under paragraph (b)
  of this Item 7 will be filed as soon as practicable, but not later than required
  by paragraphs (b)(2) and (a)(4) of Item 7 of Form 8-K.
  
           (c)      Exhibits:
  
                    Exhibit
                    Number       Description
  
                    2.1          Agreement and Plan of Reorganization dated
                                 September 28, 1999 by and between Netopia, Inc.,
                                 a Delaware corporation, SN Merger Corporation, a
                                 Delaware corporation that is a wholly-owned
                                 subsidiary of Netopia, and StarNet Technologies,
                                 Inc. a California corporation*
  
                    2.2          Registration Rights Agreement dated September 30,
                                 1999
  
  *Pursuant to Item  601(b)(2) of  Regulation  S-K, the exhibits and  schedules to
  this Agreement and Plan of  Reorganization  have been omitted.  Omitted exhibits
  include the  Certificate  of Merger,  Escrow  Agreement,  Amended  and  Restated
  Certificate of Incorporation  and Bylaws of SN Merger  Corporation,  Shareholder
  Representation   Letters,   Voting   Agreements,   forms  of   legal   opinions,
  Non-competition  Agreements,  Earnout Payment Criteria,  and Employee  Incentive
  Agreements.  Omitted  schedules  include customary  disclosure  schedules.  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:  October 28, 1999          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 and Plan of Reorganization dated September 28, 1999
                   by and between Netopia, Inc., a Delaware corporation, SN Merger
                   Corporation, a Delaware corporation that is a wholly-owned
                   subsidiary of Netopia, and StarNet Technologies, Inc. a
                   California corporation*
  
  2.2              Registration Rights Agreement dated September 30, 1999
  
  * 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.  Omitted
  schedules  include the  Certificate  of Merger,  Escrow  Agreement,  Amended and
  Restated  Certificate of Incorporation and Bylaws of StarNet Merger Corporation,
  Shareholder Representation Letters, Voting Agreements,  Forms of Legal Opinions,
  Non-competition  Agreements,  Earnout Payment Criteria,  and Employee  Incentive
  Agreements.  Such exhibits and schedules will be submitted to the Securities and
  Exchange Commission upon request.