LARSCOM INC
8-K, 1999-11-23
COMMUNICATIONS EQUIPMENT, NEC
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<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)

                                  November 18, 1999


                              LARSCOM INCORPORATED
                        -------------------------------
             (Exact name of Registrant as specified in its charter)


                                   Delaware
                         ----------------------------
                 (State or other jurisdiction of incorporation)



            001-12491                                  94-2362692
      ---------------------               ------------------------------------
      (Commission File No.)               (IRS Employer Identification Number)


                              1845 McCandless Drive
                           Milpitas, California 95035
                          ----------------------------
                    (Address of principal executive offices)


                                 (408) 941-4000
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

<PAGE>

ITEM 5.   OTHER EVENTS

        The purpose of this Form 8-K is to file a press release issued by
Larscom Incorporated on November 18, 1999 regarding the launch of an
aggressive expansion program and the expected impact of such program on
future financial results, as well as the resignation of Donald Green from
Larscom's Board of Directors.  A copy of the press release is filed herewith
as Exhibit 99.1 and is hereby incorporated by reference to this Item 5.

        99.1      Press Release dated November 18, 1999.




                                   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.


Dated:  November 23, 1999                  LARSCOM INCORPORATED



                                           By:  /s/ Robert Coackley
                                                -----------------------
                                                Robert Coackley
                                                Chief Executive Officer
                                                and President



                                INDEX TO EXHIBITS


EXHIBIT
NUMBER                             DESCRIPTION

99.1            Press release dated November 18, 1999.


<PAGE>

                                  EXHIBIT 99.1

                                  PRESS RELEASE

                  LARSCOM LAUNCHES AN AGGRESSIVE EXPANSION PROGRAM
    WAN ACCESS EQUIPMENT VENDOR TO INVEST HEAVILY IN NEW MARKETS AND PRODUCTS
                             FOR SERVICE PROVIDERS

MILPITAS, CALIF. (NOVEMBER 18, 1999) - Larscom Incorporated (NASDAQ: LARS), a
leading provider of WAN access equipment, today announced that the company
has launched an aggressive program to develop new products and expand into
new markets.

Larscom has defined specific products and programs that the Board of
Directors approved for funding at its November 17, 1999 meeting in Milpitas,
CA. These investments are expected to result in operating losses in Fiscal
Year 2000.  Larscom had previously indicated in a press release dated October
18, 1999 that its future development plans could adversely affect earnings.

"The needs of our service provider customers have evolved as competition in
the communications industry has intensified," said Bob Coackley, Larscom's
President and CEO. "We recognize these changes in the market and have already
invested in product development to increase the capabilities of our access
solutions. With the Board's approval for extended funding for R&D, marketing,
and international sales, we now have the means to move ahead aggressively in
developing new products and new solutions to meet our customers' needs."

"Earlier this week, we announced our new technology relationship with
PacketStream," continued Coackley. "This is just one of many steps that we
will be taking to add the features and functionality that our service
provider customers need to be successful."

The Company expects to release more detailed information about its new
product development in the next few months.

"Larscom has a solid business plan, a strong cash position and no debt,"
stated Don Morgan, Larscom's Chief Financial Officer. "Although the level of
investment is significant and will impact company profitability, I believe
that this investment will position the company for long-term growth."

Also at its November meeting, the Board accepted the resignation of Donald
Green as a member of Larscom's Board of Directors. Mr. Green, who is Chairman
of the Board of Advanced Fibre Communications, commented, "I am supportive of
Larscom's plans for the future, however, I felt my resignation was in the
best interest of AFC and Larscom for reasons related to prospective conflict
of interest."

<PAGE>

LARSCOM INCORPORATED is a leading provider of high-speed wide area network
(WAN) access equipment used by network service providers and large corporate
enterprises. Larscom is headquartered in Milpitas, California, with an East
Coast facility in Research Triangle Park, North Carolina, and sales offices
throughout the U.S. and the U.K. For more information visit the company's
website at www.larscom.com.

Any forward looking statements in this news release are based on current
expectations and beliefs and are subject to risks and uncertainties that
could cause the actual results to differ materially.  Factors that could
cause actual results to differ materially include risks associated with
customer concentration, dependence on recently introduced products and
products under development, dependence on component availability of key
suppliers, rapid technological change, fluctuations in quarterly operating
results, a significant write down of deferred tax assets that could be
required in the event of continuing lack of future profits, absence of
significant backlog, risks associated with potential acquisitions, as well as
additional risk factors as discussed in the "Risk Factors" section of
Larscom's annual report on Form 10-K and quarterly reports on Form 10-Q filed
with the U.S. Securities Exchange Commission.

For More Information Contact:
Michelle Solis
Larscom Incorporated
Tel:    (408) 941-4274




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