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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For June 9, 2000
MADGE NETWORKS N.V.
(Translation of registrant's name into English)
Transpolis Schiphol Airport
Polaris Avenue 23
2132 JH Hoofddorp
The Netherlands
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F
Form 20-F X Form 40-F
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Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934
Yes No X
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If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b):
82- N.A.
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Page 1 of 22 Pages
Exhibit Index Appears on Page 4
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MADGE NETWORKS N.V.
ITEM 1. PROXY STATEMENT
On or about June 9, 2000, Madge Networks N.V. (the "Company")
distributed to its shareholders a Notice of Meeting and Proxy Statement relating
to the Company's Annual General Meeting of Shareholders (the "Meeting") to be
held on June 29, 2000. At the Meeting, the Company's shareholders will consider
and vote upon the following items: (1) the election of one managing director;
(2) the election of one supervisory director for a term of three years; (3) the
acknowledgement of the retirement of Charles Lynch as supervisory director and
the resignation of Denis Pomroy as supervisory director and the granting to
Messrs. Lynch and Pomroy of discharge for their services as members of the
Supervisory Board; (4) the amendment of the Articles of Association of the
Company in accordance with the draft Deed of Amendment annexed to the Proxy
Statement; (5) the adoption of the Annual Accounts of Madge for the fiscal year
ended December 31, 1999; (6) the approval of the appointment of Ernst & Young as
the Company's Netherlands and world-wide auditors for fiscal year 2000; (7) the
approval of the designation of the Management Board for a five-year period from
the date of the Annual General Meeting as the body authorized to issue all
common and preferred shares and to grant options to purchase such shares; and
(8) the authorization of the Management Board during such five-year period to
limit or exclude the preemptive rights provided for in the Articles of
Association of the Company or by law.
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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, thereunto duly authorized.
Madge Networks N.V.
By: /s/ Robert H. Madge
Robert H. Madge
Managing Director
Date: June 9, 2000
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EXHIBIT INDEX
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Exhibit A Notice of 2000 Annual General Meeting and Proxy Statement 5
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