APPLIED INNOVATION INC
8-K, 1998-10-27
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: OCTOBER 23, 1998

                             ----------------------

                             APPLIED INNOVATION INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                             ----------------------


    Delaware                      0-21352                       31-1177192
- ----------------            -------------------           ----------------------
(STATE OR OTHER            (COMMISSION FILE NO.)              (IRS EMPLOYER
JURISDICTION OF                                           IDENTIFICATION NUMBER)
INCORPORATION OR
 ORGANIZATION)

                             ----------------------

                              5800 INNOVATION DRIVE
                               DUBLIN, OHIO 43016
               (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER
                       INCLUDING AREA CODE OF REGISTRANT'S
                          PRINCIPAL EXECUTIVE OFFICES)

                             ----------------------

                                 Not Applicable
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

                             ----------------------


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ITEM 5.   OTHER EVENTS.

          On October 23, 1998, Applied Innovation Inc., a Delaware corporation
(the "Company") issued a press release announcing that the Company's Board of
Directors had authorized the Company to repurchase up to 1,000,000 shares of its
outstanding common stock through October 22, 1999. The press release dated
October 23, 1998 is included as Exhibit 99 to this Form 8-K and is incorporated
herein by this reference.

ITEM 7.   EXHIBITS.

         (C)      EXHIBITS.

           Exhibit No.                    Description

               99      Press Release, dated October 23, 1998, entitled "Applied
                       Innovation Inc. Approves Stock Repurchase Program"




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                                   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.


                                           APPLIED INNOVATION INC.


Date:  October 26, 1998                    By:/s/ William H. Largent
                                              ----------------------------------
                                              William H. Largent, Senior Vice
                                              President - Operations and Chief
                                              Financial Officer






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                                  EXHIBIT INDEX

         Exhibit No.                     Description

             99      Press Release, dated October 23, 1998, entitled "Applied 
                     Innovation Inc. Announces Stock Repurchase Program."




                                        4



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EXHIBIT 99

APPLIED INNOVATION INC. ANNOUNCES STOCK REPURCHASE PROGRAM


Contact:  At Applied Innovation Inc.
William H. Largent
Senior Vice President, Operations & Chief Financial Officer
or John M. Spiegel, Controller
(614) 798-2000

At Robert A. Lentz & Associates, Investor Relations
Robert A. Lentz
(614) 876-2000

DUBLIN, Ohio, (October 23, 1998) Applied Innovation Inc. (Nasdaq: AINN) today
announced its Board of Directors has approved a proposal that allows the Company
to repurchase up to one million shares of its Common Stock, $.01 par value,
through October 22, 1999.

The Board approved the repurchase of shares in public market transactions
through or with brokers and dealers, or in negotiated private transactions with
shareholders, as approved by management. The repurchased shares will be retired.
The Company intends to repurchase such shares using cash reserves.

This press release contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, which are intended to be
covered by the safe harbors created thereby. Those statements include, but may
not be limited to, all statements regarding intent, beliefs, expectations,
projections, forecasts, and plans of the Company and its management, and
include: statements regarding the repurchase of shares of the Company's common
stock. These forward-looking statements involve numerous risks and
uncertainties, including, without limitation: the Company is authorized but not
obligated to repurchase the 1,000,000 shares and may or may not purchase any or
all such shares depending on numerous factors, including the Company's need for
cash reserves, changes in the Company's business, and changes in the Company's
stock price, as well as the various risks inherent in the Company's business and
other risks and uncertainties detailed from time to time in the Company's
periodic reports filed with the Securities and Exchange Commission, including,
the Company's Annual Report on Form 10-K for the year ended December


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31, 1997. One or more of these factors have affected, and could in the future
affect, the Company's businesses and financial results in future periods and
could cause actual results to differ materially from plans and projections.
Therefore, there can be no assurance that the forward-looking statements
included in this press release will prove to be accurate. In light of the
significant uncertainties inherent in the forward-looking statements included
herein, the inclusion of such information should not be regarded as a
representation by the Company, or any other person, that the objectives and
plans of the Company will be achieved. All forward-looking statements made in
this press release are based on information presently available to the
management of the Company. The Company assumes no obligation to update any
forward-looking statements.

Applied Innovation Inc. is the leading provider of mediation products,
which enable communications between network elements and operational
support systems for the management of telecommunications carriers'
networks. Applied Innovation's products provide communications and
interoperability for more than 100,000 network elements within many of
the world's largest and fastest growing telecommunications service
providers. Applied Innovation Inc. is headquartered in Dublin, Ohio and
can be reached on the World Wide Web at http://www.aiinet.com.





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