LARSCOM INC
8-K, 1999-06-28
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)

                                  June 24, 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) 988-6600
              ----------------------------------------------------
              (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 June 24, 1999 regarding the resignation of the Chairman
of the Board of Directors and the appointment of a new Chairman. 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 June 24, 1999 regarding the
                           resignation of the Chairman of the Board of Directors
                           and the appointment of a new Chairman.





<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.


Dated:  June 24, 1999             LARSCOM INCORPORATED



                                  By:    /s/ BRUCE D. HORN
                                         ------------------------------------
                                         Bruce D. Horn
                                         Vice President and Chief Financial
                                         Officer





<PAGE>


                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>

  EXHIBIT
  NUMBER                            DESCRIPTION
  -------                           -----------
  <C>         <S>
    99.1      Press Release dated June 24, 1999 regarding the resignation of the
              Chairman of the Board of Directors and the appointment of a new
              Chairman.

</TABLE>


<PAGE>

                                  EXHIBIT 99.1

                                 PRESS RELEASE

             LARSCOM APPOINTS NEW CHAIRMAN OF THE BOARD OF DIRECTORS

         MILPITAS, CA, (JUNE 24, 1999)--- Larscom Incorporated (Nasdaq: LARS)
today announced that, effective June 25, 1999, Mr. Lawrence D. Milligan, 63, has
assumed the position of acting CEO of Axel Johnson Inc. and has been appointed
Chairman of the Board of Directors for Larscom. Mr. Milligan replaces Mr. Paul
E. Graf, who has resigned, effective June 25, 1999, as President and CEO of Axel
Johnson Inc. and from the Board of Directors of Larscom.

Mr. Milligan has been a member of Larscom's Board of Directors since November
1998. He retired after 38 years of service from The Procter & Gamble Company in
March 1998. At Procter & Gamble he was Senior Vice President responsible for the
Company's worldwide sales and customer business development. Prior to that he
was responsible for a number of the Company's worldwide business divisions. Mr.
Milligan is a graduate of Williams College and served in the U.S. Marine Corp.

                                     -more-

In addition, Mr. Milligan is Vice Chairman of the Board of Directors of Axel
Johnson Inc. and a member of the Board of Directors of United States Playing
Card and The Portman Equipment Company.

Larscom Incorporated is a leading provider of high-speed wide area network (WAN)
access equipment. Its customers include carriers, Internet service providers,
corporate users, and government agencies worldwide. The Company's headquarters
are located at 1845 McCandless Drive, Milpitas, California 95035. For additional
information, please visit the Company's web site at www.larscom.com or phone
(408) 941-4000.

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