NETWORK EQUIPMENT TECHNOLOGIES INC
8-K, 2000-10-26
COMPUTER COMMUNICATIONS EQUIPMENT
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                                           Page one of seven pages.
                                           Exhibit Index is on page four.

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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): October 19, 2000


                      NETWORK EQUIPMENT TECHNOLOGIES, INC.
                      ------------------------------------
             (Exact name of registrant as specified in its charter)


            Delaware                    0-15323                94-2904044
            --------                    -------                ----------
 (State or Other Jurisdiction of    (Commission File         (IRS Employer
         Incorporation)                 Number)           Identification No.)


               6530 Paseo Padre Parkway, Fremont, California 94555
               ---------------------------------------------------
                    (Address of Principal Executive Offices)


                                 (510) 713-7300
                                 --------------
              (Registrant's Telephone Number, Including Area Code)


               6500 Paseo Padre Parkway, Fremont, California 94555
               ---------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report.)


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<PAGE>

Item 5.           Other Events

      On October 19, 2000, Network Equipment Technologies, Inc., doing business
as net.com (the "Company"), announced that it has reached an agreement with CACI
International Inc., a global information technology products and services
company, to divest itself of the assets of its Federal services business.
Attached hereto as Exhibit 99.1 is the Company's press release dated October 19,
2000 regarding this announcement.

Item 7.     Financial Statements and Exhibits

            (c)   Exhibits

                  99.1  Press Release dated October 19, 2000.


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<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

DATED:  October 25, 2000         NETWORK EQUIPMENT TECHNOLOGIES, INC.


                                 By:  /s/ Hubert A.J. Whyte
                                      --------------------------------------
                                 Name:   Hubert A.J. Whyte
                                      --------------------------------------
                                 Title:  President & Chief Executive Officer
                                      --------------------------------------


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                                  EXHIBIT INDEX

                                                         Page No. in
                                                    Sequentially Numbered
 Exhibit No.              Description                  Current Report

    99.1      Press Release dated October 19, 2000            5


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<PAGE>

                                                           FOR IMMEDIATE RELEASE

Media Contacts:

net.com
Brenda Ropoulos
Director of Corporate Relations
(510) 574-2508
[email protected]

CACI
Investor Contact:                 Media Contact:
David Dragics                     Jody Brown
Director, Investor Relations      Vice President, Public Relations
(703) 841-7835                    (703) 841-7801
[email protected]                 [email protected]

          NET.COM DIVESTS ITSELF OF FEDERAL SERVICES BUSINESS TO FOCUS
                       ON EMERGING SERVICE CREATION MARKET

        CACI International Acquires Assets in Potential $50 Million Deal

      Fremont, CA October 19, 2000 -- net.com (NYSE: NWK) announced today it has
reached an agreement with CACI International Inc. (Nasdaq: CACI), a global
information technology (IT) products and services company, to divest itself of
the assets of its Federal services business. The specialized services group of
approximately 200 expert personnel provides support to U.S. civilian and
military government network installations. Included in the deal are Federal
first and second line maintenance contracts. The sale price of $40 million is
comprised of an up front cash payment of $25 million, with the balance to be
paid contingent on the achievement of specific milestones. A royalty agreement
also offers net.com the opportunity to achieve approximately $10 million of
additional revenue over a five-year period based on the future performance of
both organizations.

      Hubert "Bert" Whyte, President and Chief Executive Officer of net.com
stated, "We are receiving strong endorsement that net.com's future success
resides in the IP service creation opportunity, and will continue to direct our
efforts to that area. The increased focus this deal brings to our organization
enhances our ability to remain competitive and achieve that success. While
building a solid foundation for our service creation initiatives, we are also
supporting our Federal product lines and ensuring the best ongoing service to
our government customers with this action."


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<PAGE>

      net.com will continue to provide third level technical support and sell
its products through its direct sales force in the Federal market. The technical
assistance organization (TAC) provides critical assistance to all of net.com's
customers. The Federal sales organization will continue to be a strong channel
both for the Company's Promina(TM) product line, as well as for the new
SHOUTIP(TM) telephony platform and its SCREAM(TM) Service Creation Manager(TM)
platform.

      CACI is a profitable and rapidly growing IT company with interlocking
solutions for managed network services, e-Business, and information assurance.
Leveraging nearly 40 years of systems integration expertise, the company
specializes in adapting emerging technologies and continually evolving legacy
strengths to empower clients with robust, end-to-end solutions. CACI's IT
solutions cover a wide range of markets and technologies, including distinctions
in information management, modeling and simulation, logistics and engineering,
and marketing demographics. With approximately 4800 employees worldwide, CACI
generated revenues of nearly $500 million in fiscal year 2000.

      According to Dr. J.P. (Jack) London, Chairman and CEO of CACI, "N.E.T.
Federal's Services organization is an excellent fit with CACI's capabilities and
growth plans. Several of their key clients, such as the Defense Information
Services Agency and Department of State, are organizations CACI already
supports, giving us great synergy in these areas and expanding our ability to
provide secure, comprehensive network solutions for these clients. CACI began
moving into the network and telecommunications arena in the mid-90s as a
significant thrust within our strategic growth plans. This acquisition continues
our move to the forefront of the managed network services sector and enables us
to provide a higher level of services to the intelligence community and national
intelligence agencies."

      Quarterdeck Investment Partners, Inc., a leading international investment
banking firm with offices in Washington, DC and Los Angeles, CA focuses
exclusively on the information technology, aerospace, and defense industries,
and was net.com's financial advisor in the deal.

      Management will conduct a briefing of the details of this transaction
during its regularly scheduled second quarter, fiscal year 2001 earnings call
today at 5:00 p.m. Eastern time.

About CACI

      CACI International Inc, a member of the Russell 2000 and the S&P SmallCap
600 indices, is a worldwide leader in information technology, e-Business, and
networld solutions. Founded on simulation technology in 1962, the company has
evolved a diverse solutions portfolio for today's net economy. From across the
technology spectrum, CACI integrates the networks, systems, and software for
telecommunications, e-Commerce, information assurance, and all forms of
information management. CACI centers of excellence are unique in the industry,
offering "try-before-buy" solutions so clients save time and resources. With
approximately 4,800 employees and more than 90 offices in the U.S. and Europe,
CACI meets complex client challenges with comprehensive, reliable solutions.
Visit CACI on the web at http://www.caci.com and find out more about CACI's
e-Business offerings at ebusiness.caci.com.


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<PAGE>

About net.com

      Network Equipment Technologies, doing business as net.com, is a global
networking company that equips service providers to achieve competitive
differentiation through the rapid creation and delivery of services. net.com
pioneered the concept of multiservice networking used by service providers,
government organizations and businesses worldwide. For further information,
visit the first address in networking: http://www.net.com

      Certain statements made in this press release are forward-looking.
Investors are cautioned that these statements are based upon current
expectations, forecasts and assumptions that involve risks and uncertainty that
may cause actual results, events and/or company performance to differ
materially. Among other risks and uncertainty, net.com may not meet the specific
milestones required to earn the entire purchase price and/or maintenance revenue
generated by CACI may not be sufficient to achieve expected royalty payments. In
addition to the factors set forth in the press release, the factors identified
in net.com's filings with the Securities and Exchange Commission, including
Forms 10-K and 10-Q, could also affect the forward-looking statements contained
in this press release. Net.com disclaims any intention or obligation to update
or revise any forward looking statements, whether as a result of new
information, future events or otherwise.

                                       ###
Promina, SCREAM, Service Creation Manager, SHOUTIP and net.com are trademarks of
Network Equipment Technologies.


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