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
  
                           Date of Report: January 7, 2002
                          (Date of earliest event reported)
  
  
  
                                  SYMMETRICOM, INC.
               (Exact name of registrant as specified in its charter)
  
  
            Delaware                      0-2287                95-1906306
  (State or other jurisdiction          (Commission            (IRS Employer
        of incorporation)               File Number)         Identification No.)
  
  
                      2300 Orchard Parkway, San Jose 95131-1017
                 (Address of principal executive offices) (Zip Code)
  
                                   Not Applicable
            (Former name or former address, if changed since last report)
  
  
         Registrant's telephone number, including area code: (408) 433-0910
  
  
  ================================================================================
  
  <PAGE>
  
  Item 5.   Acquisition or Disposition of Assets.
            ------------------------------------
  
       On January 7, 2002 (the "Effective Date of the Merger"), the Registrant
  completed the change of its state of incorporation from California to Delaware
  through the merger of Symmetricom, Inc., a California corporation ("Symmetricom
  California") with and into Symmetricom, Inc., a Delaware corporation (the
  "Company").
  
       Pursuant to the Agreement and Plan of Merger between the Company and
  Symmetricom California, as of the Effective Date of the Merger each share of
  Symmetricom California's Common Stock, no par value (the "Symmetricom California
  Common Stock"), issued and outstanding immediately prior to the Effective Date
  of the Merger, was automatically converted into one share of the Company's
  common stock, $0.0001 par value (the "Common Stock") and each outstanding and
  unexercised option or other right to purchase Symmetricom California Common
  Stock became an option or right to purchase the Company's Common stock on the
  basis of one share of the Company's Common stock for each share of Symmetricom
  California Common Stock issuable pursuant to any such option or stock purchase
  right, on the same terms and conditions applicable to any such Symmetricom
  option or stock purchase right as of the Effective Date of the Merger. In
  addition, the Company assumed and continued all employee benefit plans and
  succeeded to all the assets and liabilities of Symmetricom California.
  
  Item 7.   Financial Statements and Exhibits.
            ---------------------------------
  
            (c)  Exhibits.  The following documents are filed as exhibits to this
                 --------
                 report:
  
                 Exhibit
                  Number                      Description
                 -------    ------------------------------------------------------
                   2.1      Agreement and Plan of Merger between the Company and
                            Symmetricom California, dated January 3, 2002.
  
                   3.1      Amended and Restated Certificate of Incorporation of
                            the Company, as filed with the Secretary of State of
                            Delaware of January 4, 2002.
  
                   3.2      Bylaws of the Company.
  
                                        -2-
  
  <PAGE>
  
                                      SIGNATURE
  
       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.
  
       Dated: January 9, 2002
  
                                                  SYMMETRICOM, INC.
                                                  (Registrant)
  
  
  
                                                  By    /s/ WILLIAM SLATER
                                                    ------------------------------
                                                            William Slater
                                                       Chief Financial Officer
  
                                        -3-
  
  <PAGE>
  
                                  INDEX TO EXHIBITS
  
  Exhibit
   Number                               Description
  -------     --------------------------------------------------------------------
   2.1        Agreement and Plan of Merger between the Company and Symmetricom
              California, dated January 3, 2002.
  
   3.1        Amended and Restated Certificate of Incorporation of the Company,
              as filed with the Secretary of State of Delaware of January 4, 2002.
  
   3.2        Bylaws of the Company.
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "d8k.txt", "description": "FORM 8-K", "secsgml_size_bytes": 5000}]
metadata_filer: {"company-data": {"conformed-name": "SYMMETRICOM INC", "cik": "0000082628", "assigned-sic": "3661", "irs-number": "951906306", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-02287", "film-number": "2504818"}, "business-address": {"street1": "2300 ORCHARD PARKWAY", "city": "SAN JOSE", "state": "CA", "zip": "95131-1017", "phone": "4084287813"}, "mail-address": {"street1": "2300 ORCHARD PARKWAY", "city": "SAN JOSE", "state": "CA", "zip": "95131-1017"}, "former-company": [{"former-conformed-name": "REDCOR CORP", "date-changed": "19820720"}, {"former-conformed-name": "SILICON GENERAL INC", "date-changed": "19920703"}]}
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: January 7, 2002
                          (Date of earliest event reported)
  
                                  SYMMETRICOM, INC.
               (Exact name of registrant as specified in its charter)
  
            Delaware                      0-2287                95-1906306
  (State or other jurisdiction          (Commission            (IRS Employer
        of incorporation)               File Number)         Identification No.)
  
                      2300 Orchard Parkway, San Jose 95131-1017
                 (Address of principal executive offices) (Zip Code)
  
                                   Not Applicable
            (Former name or former address, if changed since last report)
  
         Registrant's telephone number, including area code: (408) 433-0910
  
  ================================================================================
  Item 5.   Acquisition or Disposition of Assets.
            ------------------------------------
  
       On January 7, 2002 (the "Effective Date of the Merger"), the Registrant
  completed the change of its state of incorporation from California to Delaware
  through the merger of Symmetricom, Inc., a California corporation ("Symmetricom
  California") with and into Symmetricom, Inc., a Delaware corporation (the
  "Company").
  
       Pursuant to the Agreement and Plan of Merger between the Company and
  Symmetricom California, as of the Effective Date of the Merger each share of
  Symmetricom California's Common Stock, no par value (the "Symmetricom California
  Common Stock"), issued and outstanding immediately prior to the Effective Date
  of the Merger, was automatically converted into one share of the Company's
  common stock, $0.0001 par value (the "Common Stock") and each outstanding and
  unexercised option or other right to purchase Symmetricom California Common
  Stock became an option or right to purchase the Company's Common stock on the
  basis of one share of the Company's Common stock for each share of Symmetricom
  California Common Stock issuable pursuant to any such option or stock purchase
  right, on the same terms and conditions applicable to any such Symmetricom
  option or stock purchase right as of the Effective Date of the Merger. In
  addition, the Company assumed and continued all employee benefit plans and
  succeeded to all the assets and liabilities of Symmetricom California.
  
  Item 7.   Financial Statements and Exhibits.
            ---------------------------------
  
            (c)  Exhibits.  The following documents are filed as exhibits to this
                 --------
                 report:
  
                 Exhibit
                  Number                      Description
                 -------    ------------------------------------------------------
                   2.1      Agreement and Plan of Merger between the Company and
                            Symmetricom California, dated January 3, 2002.
  
                   3.1      Amended and Restated Certificate of Incorporation of
                            the Company, as filed with the Secretary of State of
                            Delaware of January 4, 2002.
  
                   3.2      Bylaws of the Company.
  
                                        -2-
  SIGNATURE
  
       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.
  
       Dated: January 9, 2002
  
                                                  SYMMETRICOM, INC.
                                                  (Registrant)
  
                                                  By    /s/ WILLIAM SLATER
                                                    ------------------------------
                                                            William Slater
                                                       Chief Financial Officer
  
                                        -3-
  INDEX TO EXHIBITS
  
  Exhibit
   Number                               Description
  -------     --------------------------------------------------------------------
   2.1        Agreement and Plan of Merger between the Company and Symmetricom
              California, dated January 3, 2002.
  
   3.1        Amended and Restated Certificate of Incorporation of the Company,
              as filed with the Secretary of State of Delaware of January 4, 2002.
  
   3.2        Bylaws of the Company.