<PAGE> 1
================================================================================
UNITED STATES
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 14, 1996
-----------
BAY NETWORKS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-19336 04-2916246
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of incorporation Identification Number)
or organization)
4401 GREAT AMERICA PARKWAY
SANTA CLARA, CALIFORNIA 95054
(Address of principal executive offices)
TELEPHONE: (408) 988-2400
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year,
if changed since last report)
===============================================================================
<PAGE> 2
Item 5. Other Events
Bay Networks, Inc. announced that Andrew K. Ludwick resigned as Bay
Networks' President and Chief Executive Officer effective October 14, 1996.
Paul J. Severino, Bay Networks' Chairman, assumed the position of acting CEO,
pending the completion of a search for a permanent successor. Mr. Ludwick will
continue as a Director of the company.
On October 30, 1996, the company announced that David L. House has been
named Chairman, President and Chief Executive Officer of Bay Networks, Inc.
Mr. Severino will continue as a Director of the company.
<PAGE> 3
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.
BAY NETWORKS, INC.
By /s/ William J. Ruehle
--------------------------
William J. Ruehle
Executive Vice President and
Chief Financial Officer
(Authorized Officer and
Principal Financial Officer)
Date: October 31, 1996