REDBACK NETWORKS INC
8-K, 2000-03-21
BUSINESS SERVICES, NEC
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                                  UNITED STATES

                       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):       March 16, 2000


                              REDBACK NETWORKS INC.
               --------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


         Delaware                      000-25853                 77-0438443
- ----------------------------          -----------            -------------------
(State or Other Jurisdiction          (Commission               (IRS Employer
    of Incorporation)                 File Number)           Identification No.)


1389 Moffett Park Drive, Sunnyvale, California                     94089
- ----------------------------------------------                   ----------
  (Address of Principal Executive Offices)                       (Zip Code)


Company's telephone number, including area code:   (408) 548-3500


         --------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report.)


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ITEM 5.  OTHER EVENTS.

         The information that is set forth in the Registrant's Press Release
         dated March 16, 2000 is incorporated herein by reference.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

        (c) Exhibits.

            99.1 Press Release dated March 16, 2000



<PAGE>   3



                                   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:  March 17, 2000               By:     /s/ Craig Gentner
                                        ----------------------------------------
                                        Craig Gentner
                                        Chief Financial Officer and
                                        Corporate Secretary
                                          Secretary



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                                  EXHIBIT INDEX


Exhibit Number        Description
- ---------------------------------------------------------
    99.1              Press Release dated March 16, 2000




<PAGE>   1



EXHIBIT 99.1

Press Release


Contact:    Craig M. Gentner                       Anne Smith
            Chief Financial Officer                Public Relations Manager
            Redback Networks                       Redback Networks
            (408) 543-2100                         (408) 543-2100
            [email protected]         [email protected]


REDBACK NETWORKS INC. ANNOUNCES $500 MILLION PRIVATE CONVERTIBLE DEBT OFFERING

SUNNYVALE, Calif., March 16, 2000 -- Redback Networks, Inc., (NASDAQ: RBAK), a
leading provider of advanced networking solutions, today announced its intention
to issue $500 million aggregate principal amount of Convertible Subordinated
Notes due 2007, in a private placement pursuant to Rule 144A under the
Securities Act. These securities have not been registered under the Securities
Act and may not be offered or sold in the United States absent registration or
an applicable exemption from registration requirements.

Redback expects the net proceeds of this offering will be used for working
capital and general corporate purposes, including financing growth, product
development and capital expenditures. Redback may also use a portion of the net
proceeds to fund investments in and acquisitions of businesses, partnerships,
products or technologies that complement or expand its business.

About Redback Networks, Inc.
Founded in 1996 and headquartered in Sunnyvale, Calif., Redback Networks, Inc.,
is a leading provider of advanced networking solutions that enable carriers,
cable operators, and service providers to rapidly deploy broadband access and
services. The company's market-leading Subscriber Management Systems (SMSs)
connect and manage large numbers of subscribers using any of the major broadband
access technologies such as Digital Subscriber Line (DSL), cable, and wireless.
To deliver integrated transport solutions for metropolitan optical networks,
Redback's SmartEdge(TM) multi-service platforms leverage powerful advances in
application-specific integrated circuit (ASIC), IP, and optical technology. With
this product portfolio, Redback Networks is the first equipment supplier focused
exclusively on developing integrated solutions for the New Access Network.


                                      # # #

Redback, Subscriber Management System, and SmartEdge are trademarks of Redback
Networks, Inc. Other trademarks, service marks, and trade names belong to their
respective owners.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995


<PAGE>   2

The statements contained in this press release that are not purely historical
are forward-looking statements within the meaning of Section 21E of the
Securities and Exchange Act of 1934, as amended, including statements regarding
Redback Networks' expectations, beliefs, intentions or strategies regarding the
future. All forward-looking statements included in this document are based upon
information available to Redback Networks as of the date hereof, and Redback
Networks assumes no obligation to update any such forward-looking statements.
Forward-looking statements involve risks and uncertainties, which could cause
actual results to differ materially from those projected. These and other risks
relating to Redback Networks' business are set forth in the documents filed by
Redback Networks with the Securities and Exchange Commission, specifically the
most recent report on Form 10-K, and the other reports filed from time to time
with the Securities and Exchange Commission.



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