LARSCOM INC
8-K, 2000-02-16
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)

                                February 1, 2000


                              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

          Larscom Incorporated issued a press release on February 1, 2000
regarding the appointment of Richard E. Pospisil to its 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.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

          (c) Exhibits

          99.1      Press Release dated February 1, 2000.



                                  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:  February 9, 2000          LARSCOM INCORPORATED



                                  By: /s/ Donald W. Morgan
                                      ------------------------------------
                                      Donald W. Morgan
                                      Vice President and Chief Financial Officer



<PAGE>

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
  EXHIBIT
  NUMBER                            DESCRIPTION
<S>                     <C>
   99.1                 Press release dated February 1, 2000.


</TABLE>




<PAGE>

                                  EXHIBIT 99.1

                                 PRESS RELEASE

FOR IMMEDIATE RELEASE


                   LARSCOM NAMES RICHARD E. POSPISIL TO BOARD

MILPITAS, CA (FEBRUARY 1, 2000) - Larscom Incorporated (Nasdaq: LARS), a
leading provider of integrated WAN access solutions, today announced the
appointment of Richard E. Pospisil to its board of directors. Mr. Pospisil
will also serve as a member of the audit committee.

"It is a pleasure to join the board of directors of this outstanding company
at an exciting new stage in its development," said Pospisil. "I am proud to
be part of the team guiding the company as it launches its a new class of
`intelligent access' products and expands its sales and marketing
initiatives."

Larscom recently set a new product direction focused on two main product
families and platforms: the WANmaker family which includes DSL technologies,
and the iPLEX family which can be updated to provide for migration to
advanced technologies and emerging standards.

"Dick Pospisil will be an invaluable addition to the Larscom board of
directors," said Robert Coackley, President and CEO of Larscom Incorporated.
"His extensive operational experience and knowledge of our industry will be
of great benefit to us as we execute our new products strategy and invest to
achieve higher levels of growth for Larscom."

Mr. Pospisil, 68, brings to the board a wealth of high-level management
experience and success in the telecommunications industry. Most recently, he
was president and CEO at T3Plus Networking (OnStream Networks) from 1990 to
1994. Previously, Mr. Pospisil founded LP Com in1983, and Telecommunications
Technology Incorporated in 1969. Several industry related patents are
credited to his name. A graduate of Iowa State University, Mr. Pospisil holds
a BSEE, with graduate work performed at Stanford University and San Jose
State University.

He has served on the board of directors for Wandel & Golterman Technology,
OASys Group, Pro Log, T3Plus Networking, Centigram, Applied Digital Access,
General Signal, Iridian, and numerous other companies. At Applied Digital
Access he was also a member of the Technical Advisory Committee.

<PAGE>

Currently, Mr. Pospisil is an active private investor and volunteers his time
and resources to world charitable causes.

ABOUT LARSCOM

Larscom Incorporated, headquartered in Milpitas, California, 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. For additional information please visit the
Company's web site at www.larscom.com.

                              SAFE HARBOR STATEMENT

Any forward-looking statements in this news release are based on current
expectations and beliefs and are subject to known and unknown risks and
uncertainties that could cause the actual results to differ materially from
those suggested. Factors that could cause actual results to differ materially
include (but are not limited to), risks associated with customer
concentration, the ability to hire and retain technical talent, the ability
to develop successful new products, dependence on recently introduced new
products and products under development, dependence on component availability
from 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 and Exchange Commission. These forward-looking
statements represent Larscom's judgment as of the date of this news release.
Larscom disclaims, however, any intent or obligation to update these
forward-looking statements.

For additional information contact:
Perla Munoz
Larscom Incorporated
(408) 941-4136
[email protected]

                                     --end--




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