EFFICIENT NETWORKS INC
8-K, 2000-03-01
COMMUNICATIONS SERVICES, NEC
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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


                                 March 1, 2000
                                 -------------
                                Date of Report



                           EFFICIENT NETWORKS, INC.
- --------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


    Delaware                          0-26473                    75-2486865
- --------------------------------------------------------------------------------
(State or other jurisdiction  (Commission File Number)        (I.R.S. Employer
     of incorporation)                                       Identification No.)


                                4849 Alpha Road
                                ---------------
                              Dallas, Texas 75244
                   (Address of principal executive offices)



                                (972) 852-1000
             ----------------------------------------------------
             (Registrant's telephone number, including area code)

________________________________________________________________________________
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Item 5.   Other Events.

          On February 25, 2000, Efficient Networks, Inc., a Delaware corporation
and the registrant herein, announced that it intends, subject to market and
other conditions, to offer approximately $300 million (excluding the over-
allotment option), of convertible subordinated notes due 2005 to qualified
institutional investors. A copy of the press release containing the announcement
is filed herewith as Exhibit 99.1 and is incorporated herein by this reference.

Item 7.  Financial Statements and Exhibits.

         (c)  Exhibits.


Exhibit No.                         Description
- -----------                         -----------
99.1                                Press release of Efficient Networks, Inc.
                                    dated February 25, 2000

                                      -2-
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                                   SIGNATURE

     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.


                                    EFFICIENT NETWORKS, INC.

Date:  March 1, 2000                By: /s/ Kenneth M. Siegel
                                        -------------------------------------
                                    Name: Kenneth M. Siegel
                                    Title: Vice President and General Counsel

                                      -3-
<PAGE>

                          INDEX TO EXHIBITS FILED WITH
               THE CURRENT REPORT ON FORM 8-K DATED MARCH 1, 2000


Exhibit                               Description
- -----------    -----------------------------------------------------------------
 99.1          Press Release of Efficient Networks, Inc. dated February 25, 2000


                                      -4-

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                                                                    EXHIBIT 99.1
                                                                    ------------


     Efficient Networks, Inc. to Offer $300 Million Of Convertible Subordinated
Notes

February 25, 2000

     DALLAS, Feb. 25 /PRNewswire/ -- Efficient Networks, Inc. (Nasdaq: EFNT)
announced today that it intends to offer approximately $300 million (excluding
the over-allotment option) in convertible subordinated notes due 2005. The
offering will be made to qualified institutional investors and will be subject
to market and other conditions. No other details were provided.

     The net proceeds of the offering will be used for general corporate
purposes, including working capital and sales and marketing efforts. The company
may also use a portion of the net proceeds to acquire complimentary products,
technologies or business.

     This news release does not constitute an offer to sell or a solicitation to
buy any of these securities. Any offers of the securities will be made only by
means of a private offering circular. The securities to be offered will not be
registered under the Securities Act of 1933, as amended, or applicable state
securities laws, and may not be offered or sold in the United States absent
registration under the Securities Act and applicable state securities laws or
available exemptions from such registration requirements.

     Efficient Networks is a worldwide developer and supplier of high-speed
digital subscriber line (DSL) customer premises equipment for the high-speed,
high-volume digital communication, or broadband, access market.


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