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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): November 15, 1999
Juniper Networks, Inc.
(Exact Name of Registrant as Specified in Charter)
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<S> <C> <C>
Delaware 0-26339 77-0422528
(State or other jurisdiction (Commission File No.) (IRS Employer Identification
of incorporation) Number)
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385 Ravendale Drive
Mountain View, CA 94043
(Address of Principal Executive Offices)
(650) 318-3384
(Registrant's Telephone Number, Including Area Code)
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Item 2 Acquisition or Disposition of Assets.
On November 8, 1999, the Registrant entered into an Agreement and Plan of
Reorganization (the "Merger Agreement") with Juniper Acquisition Corp., a
California corporation and a wholly-owned subsidiary of Registrant, and Layer 5,
a California corporation pursuant to which Registrant will acquire Layer 5.
Under the terms of the Merger Agreement, the Registrant's common stock and cash
worth approximately $19,000,000 will be exchanged for all outstanding shares and
options of Layer 5. The Registrant expects a charge of approximately $1.6
million per quarter, on an ongoing basis, for goodwill and other intangible
assets associated with the acquisition.
Item 5 Other Events.
On November 16, 1999, the Registrant gave public notice that its Board of
Directors had declared a 200% stock dividend in the form of a three-for-one
stock split. A copy of the press release is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
Item 7 Exhibits.
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Exhibit No. Description
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99.1 Text of Press Release dated November 16,1999
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Juniper Networks, Inc.
Dated: November 17, 1999 By: /s/ Marcel Gani
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Marcel Gani
Chief Financial Officer
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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99.1 Text of Press Release dated November 16,1999
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EXHIBIT 99.1
Press Release
Juniper Networks, Inc. Announces Three-For-One Stock Split
Mountain View, CA - November 16, 1999 -- Juniper Networks,(R) Inc. (NASDAQ:
JNPR) today announced that its Board of Directors has approved a three-for-one
stock split of the Company's outstanding shares of common stock. The stock split
will entitle each stockholder of record at the close of business on December 31,
1999 to receive two additional shares for every outstanding share of common
stock held on the record date. The additional shares resulting from the stock
split are expected to be distributed by the transfer agent on January 14, 2000.
Juniper Networks, Inc. expects that its Common Stock will begin trading on a
split-adjusted basis on January 17, 2000.
ABOUT JUNIPER NETWORKS
Juniper Networks Inc., is a leading provider of next-generation Internet
infrastructure systems that are designed to meet the scalability, performance,
density, and compatibility requirements of rapidly evolving, optically-enabled
IP networks. The company's purpose-built M40(TM) Internet backbone router uses
JUNOS(TM) software, ASICs, and wire-rate performance to provide new Internet
infrastructure solutions for service providers. The M40 router is used by some
of the world's leading service providers.
Juniper Networks service, manufacturing teams, and Internet engineers support
the M40 router. The company is headquartered in Mountain View, California, with
international offices in London, UK, Tokyo, Japan and Amsterdam, The
Netherlands. For more information on Juniper Networks, please contact the
company at 650-526-8000 or visit the Web site at http://www.juniper.net.
Juniper Networks is a registered trademark of Juniper Networks, Inc. JUNOS and
M40 are trademarks of Juniper Networks, Inc. All other trademarks, service
marks, registered trademarks, or registered service marks may be the property of
their respective owners.
Actual results could differ materially from those anticipated in forward-looking
statements in this release as a result of certain factors, including those set
forth in the risk factors described in the Company's SEC filings, including its
recent S-1 Registration Statement.
Contacts:
Editor/Analyst Contact Only: Investor Relations Contact Only:
David J. Abramson Randi Feigin
Juniper Networks, Inc. Juniper Networks, Inc.
Tel: 650-318-3326 Tel: 650-318-3371
[email protected] [email protected]
