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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 2
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (DATE OF EARLIEST EVENT REPORTED) May 10, 1999
EXCEL SWITCHING CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MASSACHUSETTS
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(STATE OR OTHER JURISDICTION OF INCORPORATION)
0-23263 04-2992806
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(COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
255 INDEPENDENCE DRIVE
HYANNIS, MASSACHUSETTS 02601
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
Registrant's telephone number, including area code:
(508) 862-3000
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This Amendment No. 2 is being filed to amend the Report on Form 8-K
dated May 10, 1999 and filed with the Commission on May 25, 1999, as amended by
Amendment No. 1 on Form 8-K/A, dated May 10, 1999 and filed with the Commission
on July 23, 1999 (as amended, the "Report"). This Amendment No. 2 is being filed
to add Exhibit 99.5 (Unaudited Supplemental Quarterly Consolidated Statements of
Income for Excel Switching Corporation for each of the four fiscal quarters for
the fiscal year ended December 31, 1998) to the Report. No other changes to the
Report are being made.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
EXHIBIT
NO. DESCRIPTION
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2.1 Agreement and Plan of Merger and Reorganization dated as of
April 15, 1999, by and among Excel Switching Corporation,
Racepoint Acquisition Corp., RAScom, Inc., the shareholders
of RAScom, Inc. and Mark B. Galvin as Indemnification
Representative (filed as Exhibit 2.1 to the original Report
on Form 8-K dated May 10, 1999 and filed with the
Commission on May 25, 1999 and hereby incorporated by
reference).
2.2 Amendment No. 1 to the Agreement and Plan of Merger and
Reorganization dated as of May 7, 1999, by and among Excel
Switching Corporation, Racepoint Acquisition Corp., RAScom,
Inc., those shareholders of RAScom, Inc. that are
signatories thereto, and Mark B. Galvin as Indemnification
Representative (filed as Exhibit 2.2 to the original Report
on Form 8-K dated May 10, 1999 and filed with the
Commission on May 25, 1999 and hereby incorporated by
reference).
4.1 Escrow Agreement dated as of May 10, 1999, by and among
Excel Switching Corporation, Racepoint Acquisition Corp.,
RAScom, Inc., State Street Bank and Trust Company, the
shareholders of RAScom, Inc. and Mark B. Galvin as
Indemnification Representative (filed as Exhibit 4.1 to the
original Report on Form 8-K dated May 10, 1999 and filed
with the Commission on May 25, 1999 and hereby incorporated
by reference).
4.2 Side Letter Agreement dated as of May 10, 1999 by and among
Excel Switching Corporation, Racepoint Acquisition Corp.,
RAScom, Inc., State Street Bank and Trust Company and Mark
B. Galvin as Indemnification Representative (filed as
Exhibit 4.2 to the original Report on Form 8-K dated May
10, 1999 and filed with the Commission on May 25, 1999 and
hereby incorporated by reference).
4.3 Registration Rights Agreement, dated as of May 10, 1999,
between the shareholders of RAScom that are signatories
thereto and Excel Switching Corporation (filed as Exhibit
4.3 to the original Report on Form 8-K dated May 10, 1999
and filed with the Commission on May 25, 1999 and hereby
incorporated by reference).
23.1 Consent of Arthur Anderson LLP (previously filed as Exhibit
23.1 to the Report on Form 8-K/A dated May 10, 1999 and
filed with the Commission on July 23, 1999 and hereby
incorporated by reference).
27.1 Restated Financial Data Schedule for the fiscal years 1996,
1997 and 1998 and for the three months ended March 28, 1998
and March 31, 1999 (filed as Exhibit 27.1 to the Report on
Form 8-K/A dated May 10, 1999 and filed with the Commission
on July 23, 1999 and hereby incorporated by reference).
2
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99.1 Press Release of Excel Switching Corporation, dated May 11,
1999, announcing the consummation of the Merger (filed as
Exhibit 99.1 to the original Report on Form 8-K dated May
10, 1999 and filed with the Commission on May 25, 1999 and
hereby incorporated by reference).
99.2 Press Release of Excel Switching Corporation dated April
15, 1999 announcing the acquisition of RAScom, Inc. by
Excel Switching Corporation (filed as Exhibit 99.1 to the
Report on Form 8-K, dated April 15, 1999 and filed with the
Commission on April 23, 1999).
99.3 Consolidated Financial Statements of RAScom, Inc. and
Subsidiary as of December 31, 1998 and the unaudited the
Consolidated Financial Statements of RAScom, Inc. and
Subsidiary as of March 31, 1999 (filed as Exhibit 99.3 to
the Report on Form 8-K/A dated May 10, 1999 and filed with
the Commission on July 23, 1999 and hereby incorporated by
reference).
99.4 Supplemental Consolidated Financial Statements of Excel
Switching Corporation as of December 27, 1997 and December
31, 1998 and the unaudited Supplemental Consolidated
Financial Statements of Excel Switching Corporation as of
March 31, 1999 (filed as Exhibit 99.4 to the Report on Form
8-K/A dated May 10, 1999 and filed with the Commission on
July 23, 1999 and hereby incorporated by reference).
99.5 Unaudited Supplemental Quarterly Consolidated Statements of
Income for Excel Switching Corporation for each of the four
fiscal quarters for the fiscal year ended December 31, 1998
(filed herewith).
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.
EXCEL SWITCHING CORPORATION
Dated: July 29, 1999 By: /s/ CHRISTOPHER STAVROS
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Christopher Stavros
Vice President and General Counsel
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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2.1 Agreement and Plan of Merger and Reorganization dated as of April
15, 1999, by and among Excel Switching Corporation, Racepoint
Acquisition Corp., RAScom, Inc., the shareholders of RAScom, Inc.
and Mark B. Galvin as Indemnification Representative (filed as
Exhibit 2.1 to the original Report on Form 8-K dated May 10, 1999
and filed with the Commission on May 25, 1999 and hereby
incorporated by reference).
2.2 Amendment No. 1 to the Agreement and Plan of Merger and
Reorganization dated as of May 7, 1999, by and among Excel
Switching Corporation, Racepoint Acquisition Corp., RAScom, Inc.,
those shareholders of RAScom, Inc. that are signatories thereto,
and Mark B. Galvin as Indemnification Representative (filed as
Exhibit 2.2 to the original Report on Form 8-K dated May 10, 1999
and filed with the Commission on May 25, 1999 and hereby
incorporated by reference).
4.1 Escrow Agreement dated as of May 10, 1999, by and among Excel
Switching Corporation, Racepoint Acquisition Corp., RAScom, Inc.,
State Street Bank and Trust Company, the shareholders of RAScom,
Inc. and Mark B. Galvin as Indemnification Representative (filed
as Exhibit 4.1 to the original Report on Form 8-K dated May 10,
1999 and filed with the Commission on May 25, 1999 and hereby
incorporated by reference).
4.2 Side Letter Agreement dated as of May 10, 1999 by and among Excel
Switching Corporation, Racepoint Acquisition Corp., RAScom, Inc.,
State Street Bank and Trust Company and Mark B. Galvin as
Indemnification Representative (filed as Exhibit 4.2 to the
original Report on Form 8-K dated May 10, 1999 and filed with the
Commission on May 25, 1999 and hereby incorporated by reference).
4.3 Registration Rights Agreement, dated as of May 10, 1999, between
the shareholders of RAScom that are signatories thereto and Excel
Switching Corporation (filed as Exhibit 4.3 to the original
Report on Form 8-K dated May 10, 1999 and filed with the
Commission on May 25, 1999 and hereby incorporated by reference).
23.1 Consent of Arthur Anderson LLP (previously filed as Exhibit 23.1
to the Report on Form 8-K/A dated May 10, 1999 and filed with the
Commission on July 23, 1999 and hereby incorporated by
reference).
27.1 Restated Financial Data Schedule for the fiscal years 1996, 1997
and 1998 and for the three months ended March 28, 1998 and March
31, 1999 (filed as Exhibit 27.1 to the Report on Form 8-K/A dated
May 10, 1999 and filed with the Commission on July 23, 1999 and
hereby incorporated by reference).
99.1 Press Release of Excel Switching Corporation, dated May 11, 1999,
announcing the consummation of the Merger (filed as Exhibit 99.1
to the original Report on Form 8-K dated May 10, 1999 and filed
with the Commission on May 25, 1999 and hereby incorporated by
reference).
99.2 Press Release of Excel Switching Corporation dated April 15, 1999
announcing the acquisition of RAScom, Inc. by Excel Switching
Corporation (filed as Exhibit 99.1 to the Report on Form 8-K,
dated April 15, 1999 and filed with the Commission on April 23,
1999).
99.3 Consolidated Financial Statements of RAScom, Inc. and Subsidiary
as of December 31, 1998 and the unaudited Consolidated Financial
Statements of RAScom, Inc. and Subsidiary as of March 31, 1999
(filed as Exhibit 99.3 to the Report on Form 8-K/A dated May 10,
1999 and filed with the Commission on July 23, 1999 and hereby
incorporated by reference).
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99.4 Supplemental Consolidated Financial Statements of Excel Switching
Corporation as of December 27, 1997 and December 31, 1998 and the
unaudited Supplemental Consolidated Financial Statements of Excel
Switching Corporation as of March 31, 1999 (filed as Exhibit 99.4
to the Report on Form 8-K/A dated May 10, 1999 and filed with the
Commission on July 23, 1999 and hereby incorporated by
reference).
99.5 Unaudited Supplemental Quarterly Consolidated Statements of
Income for Excel Switching Corporation for each of the four
fiscal quarters for the fiscal year ended December 31, 1998
(filed herewith).
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Exhibit 99.5
SELECTED SUPPLEMENTAL QUARTERLY CONSOLIDATED FINANCIAL DATA
The following table contains certain supplemental quarterly consolidated
statements of income data for Excel Switching Corporation for each of the four
fiscal quarters for the fiscal year ended December 31, 1998. These statements
are unaudited, but in the opinion of management, include all adjustments,
consisting only of normal recurring adjustments necessary for a fair
presentation of results for the interim periods. Excel Switching Corporation is
providing this information because management deems this information to be of
importance to holders of Common Stock. This data gives retroactive effect to
Excel Switching Corporation's acquisition of RAScom, Inc. completed on May 10,
1999.
<TABLE>
Mar. 28, Jun. 27, Sep. 26, Dec. 31,
1998 1998 1998 1998
<S> <C> <C> <C> <C>
Revenues $27,105 $30,807 $34,287 $37,140
Cost of revenues 9,122 9,881 10,162 12,589
------- ------- ------- -------
Gross profit 17,983 20,926 24,125 24,551
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Operating expenses:
Engineering, research & development 5,540 5,904 6,755 8,164
Selling and marketing 5,041 4,923 5,279 5,629
General and administrative 2,908 2,949 3,193 3,705
Acquired in-process research & development - - - 7,459
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Total operating expenses 13,489 13,776 15,227 24,957
------- ------- ------- -------
Income from operations 4,494 7,150 8,898 (406)
Other income, net 1,717 1,482 1,670 1,383
------- ------- ------- -------
Income before provision for income taxes 6,211 8,632 10,568 977
Provision for income taxes 2,341 3,246 3,972 1,655
------- ------- ------- -------
Net income $ 3,870 $ 5,386 $ 6,596 $ (678)
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Preferred stock dividends $ 379 $ 379 $ 379 $ 381
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Net income available to common stockholders $ 3,491 $ 5,007 $ 6,217 $ (1,059)
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Basic earnings per share $0.11 $0.15 $0.19 $(0.03)
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Diluted earnings per share $0.10 $0.13 $0.16 $(0.02)
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Basic weighted average shares outstanding 32,832 33,178 33,536 34,029
Diluted weighted average shares outstanding 39,983 40,139 40,342 34,029
</TABLE>
