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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 13, 2000
REDBACK NETWORKS INC.
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(Exact Name of Registrant as Specified in its Charter)
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<S> <C> <C>
Delaware 000-25853 77-0438443
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification Number)
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1195 Borregas Avenue
Sunnyvale, CA 94089
(408) 571-5000
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(Addresses, including zip code, and telephone numbers,
including area code, of principal executive offices)
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ITEM 5. OTHER EVENTS
On November 13, 2000, Redback Networks Inc., a Delaware corporation
("Redback"), announced that its Chief Financial Officer, Craig Gentner, would
retire in the first quarter of 2001 due to family medical issues. A copy of
Redback's press release announcing Mr. Gentner's retirement is attached as
Exhibit 99.1 hereto and incorporated by reference herein.
The press release filed as an exhibit to this report includes "safe
harbor" language pursuant to the Private Securities Litigation Reform Act of
1995, as amended, indicating that certain statements about the Company's
business contained in the press release are "forward-looking" rather than
"historic." The press release also states that these and other risks relating to
Redback's business are set forth in the documents filed by Redback with the
Securities and Exchange Commission, specifically the most recent Annual Report
on Form 10-K and quarterly reports on Form 10-Q, and the other reports filed
from time to time with the Securities and Exchange Commission.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(b) PRO FORMA FINANCIAL INFORMATION
Attached as Exhibit 99.2 hereto is unaudited pro forma combined financial
data for the nine months ended September 30, 2000, that presents the effect of
the merger between Redback and Siara Systems, Inc. ("Siara") as if the merger
occurred on January 1, 2000.
The unaudited pro forma combined financial data are based on the estimates
and assumptions set forth in the notes to such statements. The unaudited pro
forma combined financial data are not necessarily indicative of the results that
would have been achieved had the transaction been consummated as of the dates
indicated or that may be achieved in the future.
The unaudited pro forma combined financial data should be read in
conjunction with the historical financial statements of Redback included in
Redback's Annual Report on Form 10-K for the year ended December 31, 1999 and
Quarterly Report on Form 10-Q for the quarter ended September 30, 2000, the
historical financial statements of Siara included in Redback's Proxy Statement
dated February 7, 2000, included within the Registration Statement on Form S-4
Amendment Number 1 (File No. 333-95947), and other financial information
pertaining to Redback and Siara.
Redback acquired Abatis Systems Corporation ("Abatis") in September 2000.
The unaudited pro forma combined statement of operatons of Redback and Siarra
does not includes the acquisition of Abatis on a pro forma basis because it is
not significant to Redback.
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(c) EXHIBITS.
99.1 Press Release Dated November 13, 2000
99.2 Unaudited Pro Forma Combined Financial Data
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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 hereunto duly authorized.
REDBACK NETWORKS INC.
DATE: November 13, 2000 By: /S/ CRAIG GENTNER
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Craig Gentner
Senior Vice President of Finance,
Chief Financial Officer and
Corporate Secretary
(PRINCIPAL FINANCIAL OFFICER)
