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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): APRIL 15, 1999
EXCEL SWITCHING CORPORATION
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(Exact name of Registrant as specified in its charter)
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MASSACHUSETTS 0-23263 04-2992806
(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation or organization) Identification No.)
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255 Independence Drive, Hyannis, MA 02601
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (508) 862-3000
No Change Since Last Report
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(Former name or address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On April 15, 1999, the Company issued a press release, a copy of which
is attached as Exhibit 99.1 to this Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not Applicable
(b) Not Applicable
(c) Exhibits
99.1 Press Release of the Company dated April 15, 1999
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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.
EXCEL SWITCHING CORPORATION
By: /s/ Christopher Stavros
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Christopher Stavros
Vice President and General Counsel
Dated: April 22, 1999
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Press Release of the
Company dated April 15,
1999
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EXHIBIT 99.1
EXCEL SWITCHING CORPORATION EXPANDS ADDRESSABLE
MARKET THROUGH THE ACQUISITION OF RASCOM
EXCEL'S EXS CARRIER SOLUTIONS
ENHANCED BY ACQUIRED DATA EXPERTISE
HYANNIS, MASS. - APRIL 15, 1999 - Excel Switching Corporation (NASDAQ: XLSW), a
leading provider of open telecommunications platforms for networks worldwide,
today announced that it has signed a definitive agreement to acquire RAScom, a
leading provider of open remote access server (RAS) technology. The acquisition
of RAScom will expand Excel's addressable market by adding data capabilities to
the Expandable Switching System (EXS) product line for the Internet Service
Provider (ISP) and Competitive Local Exchange Carrier (CLEC) markets. Infonetics
Research believes that the market for Internet access equipment and related
services will reach $12B in year 2000. The introduction of a highly integrated
solution will make it possible for ISPs and CLECs to deploy an economical
solution that meets their voice, signaling and data requirements.
The integrated product will give access providers the ability to offer reliable
packet-oriented data services with circuit-based telecom services eliminating
the need for separate switching, SS7 gateways, packet routing and remote access
systems, collapsing them all into a single, cost-effective NEBS compliant
platform. In addition, as part of Excel's ONE Architecture, Excel Partners will
now be able to offer data services along with other enhanced services. The
addition of the RAScom team will bring technical expertise to Excel in the areas
of access, LAN routing, VPN and other emerging data technologies.
(MORE)
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"The strategic acquisition of RAScom will add significant access and data
capabilities to Excel's EXS platform," said Robert Madonna, president and CEO of
Excel. "The addition of RAScom technology will enable Excel to offer a uniquely
integrated, highly scaleable, telco reliable and open programmable voice and
data platform to the ISP and CLEC markets. RAScom's technology also complements
Excel's recently announced EXS Media Gateway and the integration of VoIP
technology into the EXS product family."
"RAScom has been working with the sales, marketing and engineering teams at
Excel since early last summer on the definition and integration of a combined
product," said Mark Galvin, President and CEO of RAScom. "We have found that the
companies' cultures and development philosophies are very similar, and that the
teams have worked together effectively."
The newly integrated voice and data solution will provide emerging and
established carriers and access providers MultiService Access Switching at a
compelling price. With Excel's high-density integrated switching, VoIP gateway
and RAS platform, carriers can drastically decrease co-location expenses by
reducing rented Central Office real estate while providing a homogeneous
management and service provisioning environment.
TRANSACTION TERMS
Under the terms of the agreement with RAScom, Excel will acquire all outstanding
shares and options of RAScom in exchange for approximately 1.1 million shares of
Excel common stock. The transaction is intended to be accounted for as pooling
of interests transaction and to qualify as a tax-free reorganization. Based on
the closing price of Excel common stock on Wednesday, April 14, 1999, the
transaction is valued at approximately $24.5 million. The transaction is
anticipated to close in approximately two weeks. Excel expects the transaction
will first become accretive during the Company's fiscal year 2000, assuming
expected revenue and cost synergies.
(MORE)
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ABOUT RASCOM
RAScom designs and manufactures a complete remote access solution based on open
platforms for enterprise networks, carriers and Internet Service Providers.
RAScom's primary product line, the RAServer series of remote access servers,
concurrently supports access over both the Public Switched Telephony Network and
the Internet. The RAServer family runs on a Windows NT Server platform, making
it an open systems platform for integrating any combination of enhanced
services. Visit RAScom's website at http://www.rascom.com.
ABOUT EXCEL
Excel Switching Corporation is a leading provider of open switching platforms
for telecommunications networks worldwide. Excel develops, manufactures, markets
and supports a family of open, programmable, carrier-class voice and data
gateways that address the complex needs of network providers. Excel's products
are currently deployed in telecommunications networks worldwide. Visit Excel's
website at http://www.xl.com.
This release contains forward-looking statements that are made pursuant to the
Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995.
The forward-looking statements contained in this release are subject to a number
of risks and uncertainties that could cause actual results to differ materially
from the company's expectations. If the acquisition is completed, there can be
no assurance that the combined companies can successfully integrate the acquired
businesses, products or technologies. The integration of the acquired business
may cause a diversion of management time and reallocation of resources. There
can be no assurance that the RAScom open remote access server technology can be
successfully integrated with Excel's product line and manufacturing and
distribution infrastructure, or that further product development will be
required to integrate RAScom's products with those of Excel. There can be no
assurances that revenues will exceed operating expenses, or that the present
level of sales of the RAScom product will continue, that the company can be
successful in reducing expenses to achieve profitability, or that customers will
continue to support the company's product initiatives following the
reorganization. Investors are cautioned that all forward-looking statements
involve risks related to the market acceptance of and demand for the combined
company's products, new product development, impact of competitors, and
dependence on third-party distribution channels.
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CONTACTS:
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Erica Robinson Deborah Shih
Excel Switching Corp. FitzGerald Communications
(508) 862-3000 (617) 494-9500
[email protected] [email protected]
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