FOUNDRY NETWORKS INC
8-K, 1999-10-07
COMPUTER COMMUNICATIONS EQUIPMENT
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<PAGE>

                      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):  October 5, 1999


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

                                   000-26689
                           (Commission File Number)


Delaware                                   77-0431154
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation)


                         680 W. Maude Avenue, Suite 3
                              Sunnyvale, CA 94086
            (Address of principal executive offices, with zip code)

                                (408) 530-3300
             (Registrant's telephone number, including area code)
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Item 5.  Other Events.

     Foundry Networks, Inc. announced on October 5, 1999 that based on its
preliminary estimates, revenues for the quarter ended September 30, 1999 will be
in the range of approximately $36 million to $38 million, exceeding the
Company's internal expectations for this quarter.

     The Company's press release with regard to this development is attached
hereto as Exhibit 99.1.

Item 7.    Financial Statements and Exhibits.

      (c)  Exhibits.

      Exhibit 99.1  Press Release dated October 5, 1999 announcing revenue
                    estimates for the third quarter of 1999.

                                      -2-
<PAGE>

                                  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.


                                   FOUNDRY NETWORKS, INC.



Date:  October 7, 1999             By: /s/ Timothy D. Heffner
                                       -----------------------
                                       Timothy D. Heffner
                                       Vice President, Finance & Administration,
                                       Chief Financial Officer

                                      -3-
<PAGE>

                               INDEX TO EXHIBITS
                               -----------------

Exhibits
- --------

Exhibit 99.1   Exhibit 99.1 Press Release dated October 5, 1999 announcing
               revenue estimates for the third quarter of 1999.

                                      -4-

<PAGE>

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

FOUNDRY NETWORKS ANNOUNCES REVENUE ESTIMATES FOR Q3 1999

Sunnyvale, CA - October 5, 1999 - Foundry Networks(TM), Inc. (NASDAQ: FDRY),
announced today that based on its preliminary estimates, revenues for the
quarter ended September 30, 1999 will be in the range of approximately $36
million to $38 million, exceeding the Company's internal expectations for this
quarter. The Company expects that the increased revenues will also have a
positive effect on earnings for the quarter.

Foundry Networks, Inc. (NASDAQ: FDRY) designs, develops, manufactures and
markets a comprehensive suite of high performance networking products for
enterprises and Internet Service Providers.

Except for historical information contained herein, the matters discussed in
this press release are forward-looking statements that are subject to certain
risks and uncertainties that could cause the actual results to differ materially
from those projected, including, among others, the risk factors listed in the
Company's Registration Statement on Form S-1 (file no. 333-82577) filed by the
Company in connection with its initial public offering and which became
effective on September 27, 1999. The Company assumes no obligation to update the
information included in this press release.

Contact:
Tim Heffner
Chief Financial Officer
Foundry Networks, Inc.
408.530.3322
[email protected]
- -----------------------

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