EFFICIENT NETWORKS INC
8-K, 2000-03-06
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 3, 2000
                                 -------------
                                 Date of Report

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


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<S>                                                 <C>                           <C>
                    Delaware                                0-26473                             75-2486865
__________________________________________________________________________________________________________________________________
 (State or other jurisdiction of incorporation)     (Commission File Number)      (I.R.S. Employer Identification No.)
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                                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 March 2, 2000, Efficient Networks, Inc., a Delaware corporation and
the registrant herein, announced that it agreed to privately place $350,000,000
aggregate principal amount (excluding over-allotments) of 5% convertible
subordinated notes due 2005. 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 March 2, 2000

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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 3, 2000          By: /s/ Kenneth M. Siegel
                                  ____________________________________

                              Name:   Kenneth M. Siegel

                              Title:  Vice President


                                      -3-
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                          INDEX TO EXHIBITS FILED WITH
               THE CURRENT REPORT ON FORM 8-K DATED MARCH 3, 2000

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   Exhibit                                              Description
- --------------    ---------------------------------------------------------------------------------
<S>                <C>
 99.1              Press Release of Efficient Networks, Inc. dated March 2, 2000

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


     Efficient Networks Sells $350 Million Of 5% Convertible Subordinated Notes

March 2, 2000

     DALLAS, March 2, 2000 - Efficient Networks, Inc. (Nasdaq: EFNT) announced
today that it agreed to privately place $350 million aggregate principal amount
(excluding any over-allotments) of 5% convertible subordinated notes due 2005.
The notes will be convertible into Efficient Common Stock at a conversion price
of $181.00 per share.  The company has granted the initial purchasers of the
notes a 30-day option to purchase an additional $50 million principal amount of
the notes to cover over-allotments, if any.  The placement of the notes is
expected to close on March 7, 2000.

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

     This announcement is neither an offer to sell nor a solicitation to buy any
of these securities.

     The securities will not be registered under the Securities Act of 1933, as
amended (the "Securities Act"), or any state securities laws, and unless so
registered, may not be offered or sold in the United States except pursuant to
an exemption from the registration requirements of the Securities Act and
applicable state laws.

About Efficient Networks

     Efficient Networks is a leading provider in broadband access products that
employ digital subscriber line (DSL) technology.  Emphasizing ease of use, the
company's SpeedStream(TM) family of DSL products provides high performance
remote access for small and medium businesses, branch offices, telecommuters and
consumers.  Working with DSL service providers worldwide, Efficient is enabling
a new generation of broadband applications today.  Efficient Networks is based
in Dallas, Texas with sales and support locations around the world.  For more
information, visit our web site at www.efficient.com or contact us at 1 (972)
852 1000.

Press Contacts

Jill Manning
VP & CFO
Efficient Networks, Inc.
Tel: (972) 852-1000
Fax: (972) 852-1001


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Kitty Behof
Investor & Media Relations
Efficient Networks, Inc.
Tel:  (972) 759-2657
[email protected]

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