<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported): April 14, 2000
Paradyne Networks, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-26485 75-2658219
---------------------------- ------------------------ ----------------
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
8545 126th Avenue North
Largo, Florida 33773
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(Address of Principal Executive Offices, including Zip Code)
Registrant's telephone number, including area code: (727) 530-2000
N/A
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(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
This Current Report on Form 8-K/A is filed to amend the Company's
Current Report on Form 8-K dated May 1, 2000 pursuant to Item 7(a)(4) and Item
7(b)(2) of Form 8-K.
(a) Financial Statements of Business Acquired
The following financial statements of Control Resources Corporation are
filed herewith:
CONTROL RESOURCES
(A CARVE-OUT ENTITY OF P-COM, INC.)
<PAGE> 3
CONTROL RESOURCES
(A CARVE-OUT ENTITY OF P-COM, INC.)
TABLE OF CONTENTS
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<TABLE>
<CAPTION>
PAGE(S)
<S> <C>
Report of Independent Certified Public Accountants 4
Financial Statements:
Balance Sheet, December 31, 1999 5
Statement of Operations for the Year Ended
December 31, 1999 6
Statement of Cash Flows for the Year Ended
December 31, 1999 7
Notes to Financial Statements 8-13
</TABLE>
<PAGE> 4
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors
P-Com, Inc.
In our opinion, the accompanying balance sheet and the related statements of
operations, and cash flows present fairly, in all material respects, the
financial position of Control Resources (a carved-out entity of P-Com, Inc.)(the
"Company") at December 31, 1999, and the results of its operations and its cash
flows for the year ended December 31, 1999 in conformity with accounting
principles generally accepted in the United States. These financial statements
are the responsibility of the Company's management; our responsibility is to
express an opinion on these financial statements based on our audit. We
conducted our audit of these statements in accordance with auditing standards
generally accepted in the United States, which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for the opinion expressed
above.
PRICEWATERHOUSECOOPERS LLP
Tampa, Florida
June 1, 2000
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<PAGE> 5
CONTROL RESOURCES
(A CARVE-OUT ENTITY OF P-COM, INC.)
BALANCE SHEET (IN THOUSANDS)
DECEMBER 31, 1999
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<TABLE>
<S> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 180
Accounts receivable 745
Inventory 2,165
Prepaid expenses 37
--------
Total current assets 3,127
Property and equipment, net 890
Capitalized software, net 1,257
Other assets 65
--------
Total assets $ 5,339
========
LIABILITIES AND ACCUMULATED DEFICIT
Current liabilities:
Accounts payable and accrued expenses $ 981
Accrued salaries and wages 174
Accrued vacation 324
Intercompany advances 8,186
Notes payable - related party 4,000
Accrued interest - related party 1,483
Current portion of capital lease obligation 15
--------
Total current liabilities 15,163
Capital lease obligation 20
--------
Total liabilities 15,183
Commitments and contingencies (Notes 2, 7 and 8)
Accumulated deficit (9,844)
--------
Total liabilities and accumulated deficit $ 5,339
========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE> 6
CONTROL RESOURCES
(A CARVE-OUT ENTITY OF P-COM, INC.)
STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT (IN THOUSANDS)
FOR THE YEAR ENDED DECEMBER 31, 1999
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<TABLE>
<S> <C>
Revenue $ 6,155
Cost of goods sold 3,395
-------
Gross profit 2,760
-------
Operating expenses:
Research and development 2,019
Selling, general and administrative 4,313
-------
Total operating expenses 6,332
-------
Loss from operations (3,572)
Nonoperating income (expense):
Interest income 36
Interest expense (524)
-------
Net loss (4,060)
Accumulated deficit, beginning of year (5,784)
-------
Accumulated deficit, end of year $(9,844)
=======
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE> 7
CONTROL RESOURCES
(A CARVE-OUT ENTITY OF P-COM, INC.)
STATEMENT OF CASH FLOWS (IN THOUSANDS)
FOR THE YEAR ENDED DECEMBER 31, 1999
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<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(4,060)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 834
Change in deferred income taxes
Changes in operating assets and liabilities:
Decrease in accounts receivable 2,625
Increase in inventory (39)
Decrease in prepaid expenses and other assets 98
Decrease in accounts payable and accrued expenses (566)
Increase in accrued salaries and wages 99
Increase in accrued vacation 160
Increase in accrued interest - related party 520
-------
Net cash used in operating activities (329)
-------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (402)
Expenditures for capitalized software development costs (647)
-------
Net cash used in investing activities (1,049)
-------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of capital lease obligations (11)
Increase in intercompany advances, net 1,377
-------
Net cash provided by financing activities 1,366
-------
Net decrease in cash and cash equivalents (12)
Cash and cash equivalents, beginning of year 192
-------
Cash and cash equivalents, end of year $ 180
=======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash payments for:
Interest $ 5
=======
Income taxes $ --
=======
Non-cash transactions:
Capital lease obtained for purchase of property and equipment $ 46
=======
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE> 8
CONTROL RESOURCES
(A CARVE-OUT ENTITY OF P-COM, INC.)
NOTES TO FINANCIAL STATEMENTS (IN THOUSANDS)
FOR THE YEAR ENDED DECEMBER 31, 1999
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1. BASIS OF PRESENTATION
Control Resources (the "Company") is a carve-out entity of P-Com, Inc. The
company designs, manufactures, supports and services products used by the
communications industry to provide integrated network devices to network
service providers.
On April 14, 2000 P-Com, Inc. completed the sale of the Company's key
operating assets to Paradyne Networks, Inc. pursuant to an Asset Purchase
Agreement dated as of April 5, 2000 among the Company, P-Com, Paradyne
Networks, Inc. and Paradyne Corporation. The purchase price of the net
assets was approximately $7,768.
The financial statements of the Company have been prepared to present the
financial position, results of operations, and cash flows on a stand-alone
basis. All revenues and expenses specifically identifiable to the Company
are included.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The significant accounting principles and practices used in the preparation
of the accompanying financial statements are summarized below.
REVENUE RECOGNITION
Revenue from equipment sales is recognized at the date of shipment. Revenue
from services, which consists mainly of repair of out-of-warranty products,
is recognized when the services are performed and all substantial
contractual obligations have been satisfied.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period presented. Actual results could differ from
those estimates. The markets for the Company" products are characterized by
intense competition, rapid technological development and frequent new
product introductions, all of which could impact the future value of the
Company's inventory and certain other assets.
CASH AND CASH EQUIVALENTS
The Company considers all short-term investments with original maturities
of three months or less to be cash equivalents.
CONCENTRATION OF CREDIT RISK
The Company sells products to customers and extends credit based on an
evaluation of the customer's financial condition, generally without
requiring collateral. Exposure to losses on
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CONTROL RESOURCES
(A CARVE-OUT ENTITY OF P-COM, INC.)
NOTES TO FINANCIAL STATEMENTS (IN THOUSANDS)
FOR THE YEAR ENDED DECEMBER 31, 1999
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receivables is principally dependent on each customer's financial
condition. The Company monitors its exposure for credit losses and
maintains allowance for anticipated losses. Sales to one customer were
approximately 79% of revenue for the year ended December 31, 1999.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts of accounts receivable, accounts payable and accrued
expenses approximate fair value because of the short maturity of these
financial instruments.
INVENTORY
Inventory is stated at the lower of cost or market. Cost includes material,
direct labor and manufacturing overhead. Cost is determined using the
first-in, first-out (FIFO) method.
PROPERTY AND EQUIPMENT
Property and equipment is stated at cost less accumulated depreciation.
Depreciation is provided using the straight-line method over the estimated
useful lives of the assets. The cost of leasehold improvements is amortized
using the straight-line method over the shorter of the lease term or the
estimated useful life of the asset.
Estimated useful lives are:
<TABLE>
<S> <C>
Leasehold improvements 10 years
Computer equipment 3 years
Machinery and equipment 5-7 years
Furniture and fixtures 7 years
</TABLE>
Expenditures for renewals and improvements that significantly add to
productive capacity or extend the useful life of an asset are capitalized.
Expenditures for maintenance and repairs are charged to operations when
incurred. When assets are sold or retired, the cost of the asset and the
related accumulated depreciation are eliminated from the accounts and any
gain or loss is recognized at such time.
IMPAIRMENT OF LONG-LIVED ASSETS
The Company evaluates the recoverability of its long-lived assets whenever
adverse events or changes in business climate indicate that the expected
undiscounted future cash flows from the related asset may be less than
previously anticipated. If the net book value of the related asset exceeds
the undiscounted future cash flows of the asset, the carrying amount would
be reduced to the present value of its expected future cash flows and an
impairment loss would be recognized in accordance with Statement of
Financial Accounting Standards (SFAS) No. 121. As of December 31, 1999,
management does not believe that any such assets are impaired.
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<PAGE> 10
CONTROL RESOURCES
(A CARVE-OUT ENTITY OF P-COM, INC.)
NOTES TO FINANCIAL STATEMENTS (IN THOUSANDS)
FOR THE YEAR ENDED DECEMBER 31, 1999
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RESEARCH AND DEVELOPMENT AND CAPITALIZED SOFTWARE COSTS
The Company expenses research and development costs for the development of
new software products and substantial enhancements to existing software
products as incurred until technological feasibility is established, at
which time further development costs are capitalized. Capitalization ceases
when the product is available for general release to customers. Capitalized
software costs are amortized using the straight-line method over the
software's estimated useful life.
For the year ended December 31, 1999, the Company incurred total research
and development expenditures of $2,666, of which $647 was capitalized. For
the year ended December 31, 1999, amortization expense related to
capitalized software was $164. Accumulated amortization of capitalized
software costs was $300 at December 31, 1999.
PRODUCT WARRANTY
The Company generally provides a factory warranty on its products. Through
February 2000, the warranty period was generally one year from the date of
sale. In February 2000, the warranty period for the Company's largest
customer was retroactively extended from one to five years for all products
sold to the customer since April 1997. A current charge to income is
recorded at the time of sale to reflect the amount the Company estimates
will be needed to cover future warranty obligations for products sold
during the year. The accrued liability for warranty costs is included in
the caption "Accounts payable and accrued expenses" in the accompanying
balance sheet.
INCOME TAXES
The Company joins with P-Com in filing consolidated federal income tax
returns. Under the parent company tax allocation policies, the parent
retains any tax benefit arising from losses.
3. INVENTORY
Inventory is summarized as follows:
<TABLE>
<S> <C>
Raw materials $ 814
Work in process 108
Finished goods 1,243
------
$2,165
======
</TABLE>
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<PAGE> 11
CONTROL RESOURCES
(A CARVE-OUT ENTITY OF P-COM, INC.)
NOTES TO FINANCIAL STATEMENTS (IN THOUSANDS)
FOR THE YEAR ENDED DECEMBER 31, 1999
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4. PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
<TABLE>
<S> <C>
Leasehold Improvements $ 37
Computer equipment 1,433
Machinery and equipment 1,653
Furniture and fixtures 219
-------
3,342
Less accumulated depreciation (2,452)
-------
$ 890
=======
</TABLE>
Depreciation expense was $670 for the year ended December 31, 1999.
5. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consist of the following:
<TABLE>
<S> <C>
Accounts payable $ 722
Warranty reserve 56
Expense reimbursement for certain officers 130
Other accrued expenses 73
-------
$ 981
=======
</TABLE>
6. INTERCOMPANY INDEBTEDNESS
Indebtedness at December 31, 1999 consists of notes payable to P-Com with
interest at prime plus 5% (13.5% at December 31, 1999), interest and
principal payable upon demand, and intercompany advances from P-Com which
are non-interest bearing.
7. CAPITAL LEASE OBLIGATION
In March 1999 the Company executed a lease agreement for computer
equipment. For financial reporting purposes, the lease has been classified
as a capital lease; accordingly, assets of approximately $46 (included in
computer equipment) and accumulated depreciation of $6 have been recorded
at December 31, 1999.
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<PAGE> 12
CONTROL RESOURCES
(A CARVE-OUT ENTITY OF P-COM, INC.)
NOTES TO FINANCIAL STATEMENTS (IN THOUSANDS)
FOR THE YEAR ENDED DECEMBER 31, 1999
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Future minimum lease payments for assets under the capital lease at
December 31, 1999 are as follows:
<TABLE>
<S> <C>
2000 $ 19
2001 19
2002 4
-------
Total minimum lease payments 42
Less amount representing interest (7)
-------
Present value of net minimum lease payments 35
Less current portion (15)
-------
Long-term capital lease obligation $ 20
=======
</TABLE>
8. COMMITMENTS AND CONTINGENCIES
The Company is obligated under non-cancelable operating leases for office
space and equipment. The leases expire at various dates through 2004. Rent
expense for the year ended December 31, 1999 was $507. The aggregate
minimum rental commitments under non-cancelable operating leases are as
follows:
<TABLE>
<CAPTION>
Year ended December 31,
<S> <C> <C>
2000 $ 518
2001 508
2002 497
2003 496
2004 496
-------
Total minimum lease payments $ 2,515
=======
</TABLE>
9. EMPLOYEE BENEFITS
The Company participates in a noncompensatory stock option plan of P-Com
whereby P-Com's Board of Directors may discretionarily reserve P-Com's
common shares for the purpose of granting to employees options to purchase
common stock at a price not less than the fair market value of the stock at
the date the options were granted.
The Company also participates in an employee stock purchase plan provided
by P-Com, Inc. whereby employees of the Company may purchase common stock
of P-Com through payroll deductions during successive offering periods with
a maximum duration of 24 months. Each offering period is divided into
consecutive semi-annual purchase periods. The price of the common stock is
equivalent to 85% of the fair market value of the common stock on the first
day of the offering period or the last day of the purchase period,
whichever is lower.
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<PAGE> 13
CONTROL RESOURCES
(A CARVE-OUT ENTITY OF P-COM, INC.)
NOTES TO FINANCIAL STATEMENTS (IN THOUSANDS)
FOR THE YEAR ENDED DECEMBER 31, 1999
--------------------------------------------------------------------------------
The Company maintains a savings plan under Section 401(k) of the Internal
Revenue Code. This savings plan allows eligible employees to contribute up
to 15% of their compensation on a pre-tax basis. The Company does not match
any of the employees' contributions.
10. OTHER RELATED PARTY TRANSACTIONS
Employee benefits of the Company include health insurance, which is
provided through plans obtained by P-Com. The employer's share of the
insurance expense is allocated to the Company for each payroll period. For
the year ended December 31, 1999, the Company recorded employee benefits'
expense of $124 for its share of employees' health insurance plans.
P-Com's insurance policies with various carriers also provide coverage for
the Company's workers' compensation, general liability and property
insurance. P-Com does not allocate any expenses to the Company related to
these insurance policies.
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<PAGE> 14
(b) Pro Forma Financial Information
The following pro forma financial statements are filed herewith:
Unaudited Pro Forma Consolidated Balance Sheet as of December 31, 1999
Unaudited Pro Forma Consolidated Statement of Operations for the Year
Ended December 31, 1999
INTRODUCTION TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
On April 14, 2000 the Registrant acquired substantially all the
operating assets and liabilities of Control Resources Corporation for
approximately $7.8 million. The Unaudited Pro Forma Consolidated Balance Sheet
at December 31, 1999 gives pro forma effect to the Registrant's acquisition of
the key operating assets of Control Resources Corporation (a carve-out entity of
P-Com, Inc.) as if it had occurred as of December 31, 1999. In addition, the
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year
ended December 31, 1999 gives pro forma effect to the acquisition as if it had
occurred on January 1, 1999.
The Registrant accounts for this acquisition under the purchase method
of accounting. The total cost (including related fees and expenses) of key
operating assets acquired is allocated to the underlying tangible and intangible
assets acquired and liabilities assumed based on their respective fair market
values, with the excess purchase price over net asset valuation being recorded
as goodwill.
The unaudited pro forma financial statements are provided for
informational purposes only and are not necessarily indicative of our results
of operation or financial position had the transaction occurred on the date
indicated, nor are they necessarily indicative of the results of operation that
may be expected to occur in the future. Furthermore, the unaudited pro forma
financial statements are based on available information and assumptions that
the Registrant believes are reasonable and should be read in conjunction with
the registrant's historical audited financial statements for the year ended
December 31, 1999 and the accompanying notes thereto from which the unaudited
pro forma financial statements presented are derived.
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<PAGE> 15
PARADYNE NETWORKS, INC.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 1999
(IN THOUSANDS)
<TABLE>
<CAPTION>
Control
Paradyne Resources
Networks, Inc. Corporation Purchase
December 31, December 31, Accounting
1999 1999 Adjustments(a) Pro Forma
------------- ------------ --------------- ---------
<S> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 62,885 $ 180 $ (3,280) (1) $ 59,785
Accounts receivables, net 29,548 745 - 30,293
Income tax receivables 2,010 - 2,010
Inventories, net 13,252 2,165 - 15,417
Prepaid and other current assets 3,201 37 - 3,238
--------- ------- -------- ---------
Total current assets 110,896 3,127 (3,280) 110,743
Property plant and equipment, net 17,297 890 - 18,187
Other Assets and goodwill 2,292 1,322 5,138 (2) 8,752
--------- ------- -------- ---------
Total assets $ 130,485 $ 5,339 $ 1,858 $ 137,682
========= ======= ======== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 8,367 $ 981 $ (37) (3) $ 9,311
Current portion of debt 434 15 4,668 (1) 5,117
Payroll and benefit related liabilities 7,887 498 (324) (3) 8,061
Other current liabilities 7,857 13,669 (12,293) (4) 9,233
--------- ------- -------- ---------
Total current liabilities 24,545 15,163 (7,986) 31,722
Long term liabilities 256 20 - 276
--------- ------- -------- ---------
Total liabilities 24,801 15,183 (7,986) 31,998
Stockholders' equity 105,684 (9,844) 9,844 (5) 105,684
--------- ------- -------- ---------
Total liabilities and stockholders' equity $ 130,485 $ 5,339 $ 1,858 $ 137,682
========= ======= ======== =========
</TABLE>
SEE ACCOMPANYING NOTES TO UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
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<PAGE> 16
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
(a) Represents the pro forma impact of the Registrant's acquisition of Control
Resources Corporation ("CRC") for a total cost of approximately $7.8 million,
and the Registrant's allocation of purchase price in accordance with the
purchase method of accounting.
(1) Represents net cash paid and debt incurred for acquisition
(2) Represents excess purchase price over net assets acquired,
including approximately $200,000 of acquisition costs,
adjusted for purchase accounting and purchase price
adjustments.
(3) Represents tax and payroll related liabilities not acquired.
(4) Represents pro forma adjustments as follows:
- reduction for related party liabilities
not acquired $ (13.7)million
- employee severance and other $ 1.4 million
(5) Represents elimination of shareholder's equity.
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<PAGE> 17
PARADYNE NETWORKS, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1999
(IN THOUSANDS, EXCEPT PER SHARE AMOUNT)
<TABLE>
<CAPTION>
Control
Paradyne Resources
Networks, Inc. Corporation Purchase
December 31, December 31, Accounting
1999 1999 Adjustments(a) Pro Forma
------------- ------------ --------------- ---------
<S> <C> <C> <C> <C>
Revenues:
Sales $220,174 $ 6,155 $226,329
Services 2,617 2,617
Royalties 3,118 3,118
-------- ------- -------- --------
Total revenues 225,909 6,155 232,064
Total cost of sales 124,948 3,395 128,343
-------- ------- -------- --------
Gross margin 100,961 2,760 103,721
Operating expenses:
Research and development 36,470 2,019 38,489
Selling, general and administrative 55,938 4,313 60,251
Amortization of deferred stock compensation
and goodwill 1,501 0 1,177 (1) 2,678
-------- ------- ------- --------
Total operating expenses 93,909 6,332 1,177 101,418
-------- ------- ------- --------
Operating income (loss) 7,052 (3,572) (1,177) 2,303
Other (income) expenses:
Interest, net (405) 488 27 (2) 110
Other, net (3,911) 0 0 (3,911)
-------- ------- ------- --------
Income (loss) before provision for income tax 11,368 (4,060) (1,204) 6,104
Provision (benefit) for income tax 3,479 0 (1,974)(3) 1,505
-------- ------- ------- --------
Net income (loss) $ 7,889 $(4,060) $ 770 $ 4,599
======== ======= ======= ========
Average shares outstanding
Basic 28,435 0 28,435
Diluted 30,112 207 (4) 30,319
Earnings per common share
Basic $ 0.28 $ (0.12) $ 0.16
Diluted $ 0.26 $ (0.11) $ 0.15
</TABLE>
SEE ACCOMPANYING NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF
OPERATIONS
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<PAGE> 18
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(a) Represents the pro forma impact of the Registrant's acquisition of Control
Resources Corporation ("CRC") for a total cost of approximately $7.8 million,
and the Registrant's allocation of purchase price in accordance with the
purchase method of accounting.
(1) Represents amortization of intangibles acquired amortized over
five years and deferred stock compensation over four years.
(2) Represents interest on acquisition financing net of interest
on intercompany debt not acquired.
(3) Represents 37.5% tax benefit derived from acquisition and pro
forma 1999 operating loss.
(4) Represents stock options granted to CRC employees at a
discount.
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<PAGE> 19
CONTROL RESOURCES
(A CARVE-OUT ENTITY OF P-COM, INC.)
STATEMENT OF CASH FLOWS (IN THOUSANDS)
FOR THE YEAR ENDED DECEMBER 31, 1999
--------------------------------------------------------------------------------
(c) Exhibits
The following exhibits were filed with the Company's Form 8-K dated
May 1, 2000 or are filed herewith:
Exhibit No. Description
2 Asset Purchase Agreement dated as of April 5, 2000 among the
Company, Paradyne Corporation, P-Com, Inc., and Control
Resources Corporation (incorporated herein by reference from
Exhibit 2 to the Company's Current Report on Form 8-K dated
May 1, 2000).
23 Consent of Independent Accountants.
99.1 Press Release dated April 6, 2000 (incorporated herein by
reference from Exhibit 99.1 to the Company's Current Report on
Form 8-K dated May 1, 2000).
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<PAGE> 20
CONTROL RESOURCES
(A CARVE-OUT ENTITY OF P-COM, INC.)
STATEMENT OF CASH FLOWS (IN THOUSANDS)
FOR THE YEAR ENDED DECEMBER 31, 1999
--------------------------------------------------------------------------------
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, thereunto duly authorized.
Date: June 28, 2000
PARADYNE NETWORKS, INC.
/s/ Patrick M. Murphy
--------------------------------------------
Patrick M. Murphy
Senior Vice President, Treasurer
and Chief Financial Officer
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