DSC COMMUNICATIONS CORP
8-K, 1998-01-28
TELEPHONE & TELEGRAPH APPARATUS
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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


     Date of Report (Date of earliest event reported): January 22, 1998



                       DSC COMMUNICATIONS CORPORATION
           (Exact name of registrant as specified in its charter)



         Delaware                        0-10018               54-1025763
(State or other jurisdiction           (Commission           (IRS Employer
     of incorporation)                 File Number)        Identification No.)


            1000 Coit Road
             Plano, Texas                               75075
(Address of principal executive offices)              (ZIP Code)


          Registrant's telephone number, including area code: (972) 519-3000
<PAGE>   2
ITEM 5.   OTHER EVENTS.

    On January 22, 1998, DSC Communications Corporation issued a press release
(filed as Exhibit 99.1 to this report and incorporated herein by reference).

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

    (C)   EXHIBITS.

    Exhibit No.    Description.
    -----------    ----------- 
    99.1           Press Release, dated January 22, 1998, issued by DSC
                   Communications Corporation.





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<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.

                                            DSC COMMUNICATIONS CORPORATION


Date:  January 28, 1998                     By:      /s/ Kenneth R. Vines     
                                                  ----------------------------
                                                     Kenneth R. Vines,
                                                     Vice President, Finance





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<PAGE>   4
                                 EXHIBIT INDEX

    Exhibit No.    Description.
    -----------    ----------- 
    99.1           Press Release, dated January 22, 1998, issued by DSC
                   Communications Corporation.





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<PAGE>   1
                                                                    EXHIBIT 99.1


               DSC DIVESTS ITS FIXED WIRELESS LOCAL LOOP BUSINESS

   Leading Venture Capitalists to Form Company Named Airspan Communications
                                  Corporation

    Dallas, January 22, 1998... DSC Communications Corporation announced today
that it has entered into a definitive agreement to sell its fixed wireless
local loop business to a syndicate of venture capitalists. DSC will retain an
approximate 20 percent minority ownership interest in the newly formed company.

    The transaction is to be funded by an investor group headed by Sevin Rosen
Funds, InterWest Partners and Oak Investment Partners. Although DSC has no
future funding requirements at this time, it can exercise its right to maintain
its current ownership percentage in future financings.

    The new company, Airspan Communications Corporation, will conduct its
primary operations through a U.K. subsidiary, which will continue to develop
and manufacture Airspan( wireless local loop technology. The acquisition
results in approximately 80 DSC employees, primarily based in the U.K., being
offered immediate employment with the new company.

    "With today's divestiture announcement, DSC now is fully positioned to
concentrate on its core product competencies, such as intelligent networking
technology, high-capacity switching systems and advanced transport and network
management products," said DSC's Allen Adams, senior vice president, Corporate
Strategic Planning and Business Development. "At the same time, through our
minority ownership in the new venture, we retain for our shareholders the
ability to share in the longer-term success that fixed wireless local loop
technology can offer the world marketplace."

    As a result of this sale, DSC's 1997 fourth quarter results will include an
after-tax charge of approximately $17.4 million ($0.15 per share). DSC is
scheduled to announce 1997 fourth quarter and full-year financial results on
Monday, Jan. 26, after market close.

    The Airspan product is a CDMA (Code Division Multiple Access)-based
wireless fixed access system that offers a variety of services, including 64
Kbit/s telephony, Basic Rate ISDN and n x 64 Kbit/s Digital Leased Lines.  The
Airspan product's point-to-multipoint architecture uses a central radio site to
connect customers within a radius of 15 km.

    DSC Communications is a global provider of advanced telecommunications
products, including digital switching, transmission, access and network
management systems. DSC's integrated network solutions support voice, data and
broadband services, such as intelligent networking, wireless and switched
digital video applications. DSC had 1996 annual revenues of approximately $1.4
billion and is active in more than 60 countries worldwide. For more information
about DSC and its products, please visit the company's web site at
http://www.dsccc.com.

    Airspan is a registered trademark of DSC Communications Corporation.

                                     -end-





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