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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 17, 1997
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Newbridge Networks Corporation
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(Exact name of registrant as specified in its charter)
Canada 1-13316 98-0077506
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
600 March Road, Kanata, Ontario, Canada K2K 2E6
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (613) 591-3600
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(Former name or former address, if changed since last report)
(Exhibit index located on page 3)
(Page 1 of 6)
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Item 2. Acquisition or Disposition of Assets
On January 17, 1997 Newbridge Networks Corporation ("Newbridge") acquired all of
the outstanding shares of Ungermann-Bass Networks, Inc. ("UB Networks") from
Tandem Computers Inc. The aggregate consideration paid at closing was
US$118,000,000, which included cash acquired of US$9,000,000 and adjustments for
repayment of advances from Tandem of US$13,000,000, for a net purchase price
paid at closing of approximately US$96,000,000. The purchase price is subject to
certain post closing adjustments. The total consideration was paid in cash from
the cash reserves of Newbridge. The acquisition will be accounted for as a
purchase.
UB Networks is a major supplier of network hardware and software products,
including the GeoLAN family of enterprise and workgroup products. UB Networks
is headquartered in Santa Clara, California.
Item 7. Financial Statements, Pro Forma Financial Information And Exhibits
c) Exhibits
Exhibit 99.1 Press Release of Registrant, dated December 19, 1996,
announcing the Registrant's agreement to purchase UB
Networks.
Exhibit 99.2 Press Release of Registrant, dated January 21, 1997,
announcing the completion of the Registrant's
agreement to purchase UB Networks.
(Page 2 of 6)
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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 thereunto duly authorized.
NEWBRIDGE NETWORKS CORPORATION
(Registrant)
Date: January 31, 1997 By: /s/ Kenneth B. Wigglesworth
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Kenneth B. Wigglesworth,
Vice President,
Chief Financial Officer
EXHIBIT INDEX
Page No.
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99.1 Press Release of Registrant, dated December 19, 1996,
announcing the Registrant's agreement to purchase
UB Networks................................................4
99.2 Press Release of Registrant, dated January 21, 1997,
announcing the completion of the Registrant's agreement
to purchase UB Networks....................................6
(Page 3 of 6)
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EXHIBIT 99.1
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Newbridge Networks Announces Intent to Acquire UB Networks
Key Element of Strategic Commitment to Enterprise Networking
Market
Peter Sommerer Named Newbridge Vice Chairman, CEO of UB Networks; Peter
Charbonneau Becomes Newbridge President & COO
Kanata, Ontario, December 19, 1996 -- Newbridge Networks today announced key
strategic moves to further strengthen its position in the enterprise networking
market. The Company announced it has signed a letter of intent with Tandem
Computers Incorporated to acquire UB Networks, a leading supplier to the
enterprise networking market and a subsidiary of Tandem Computers. With this
move, Newbridge Networks enhances its ability to deliver the advanced
internet working products and support customers need to take full advantage of
the Internet and intranet, as well as multimedia applications.
The acquisition of UB Networks, the industry's first independent local area
networking (LAN) company, will provide Newbridge Networks with a significant
addition to its own enterprise networking product and service offerings. With
its comprehensive product line and strong global sales and customer support, UB
Networks has excellent relationships with Fortune 1000 companies. The
acquisition is expected to accelerate implementation of the Company's
industry-leading VIVID/TM/ switched routing solution. The enterprise hub and
switch LAN market is expected to experience double-digit growth for the
foreseeable future and is anticipated to approach US $24 billion by the year
2000, according to independent market research (Dell'Oro Group 1996).
"Today's announcement further strengthens our presence in the enterprise
networking market throughout the world," said Terence Matthews, Chairman and
Chief Executive Officer, Newbridge Networks. "Now, Newbridge Networks is even
better positioned to offer customers around the world unparalleled enterprise
networking solutions with UB Networks' proven products, sales and customer
support, our own industry-leading VIVID product line, and products and
applications from a number of our key affiliates such as ACC, TimeStep and
Vienna."
UB Networks will become a wholly-owned subsidiary of Newbridge Networks.
Christopher Brennan will continue in his present position as President and Chief
Operating Officer of UB Networks. Mr. Brennan will work closely with Peter
Sommerer, formerly President of Newbridge Networks, who has now been appointed
to the position of Vice Chairman of Newbridge Networks and will become Chief
Executive Officer of UB Networks. Mr. Sommerer served as Newbridge President
for six years.
"The skills and experience that Chris Brennan and Peter Sommerer each bring to
the organization will drive the Company in its completion of an unsurpassed
complete product, sales and service offering to the enterprise market," added
Mr. Matthews. "Working together, Peter and Chris will ensure a very smooth and
effective integration of UB Networks with Newbridge."
(Page 4 of 6)
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Peter Charbonneau, formerly Newbridge Executive Vice President, Finance and
Chief Financial Officer, has been appointed President and Chief Operating
Officer of Newbridge Networks. Mr. Charbonneau, who has been with Newbridge
since 1987, will continue to report to Mr. Matthews. Mr. Charbonneau has also
been appointed to the board of directors of Newbridge Networks Corporation.
"I am very pleased that Peter Charbonneau has accepted the position of President
and Chief Operating Officer. For almost 10 years now, Peter has contributed
consistently as a key member of the executive team in shaping the company's
strategic direction," said Mr. Matthews. "This experience coupled with his
exceptional financial abilities, will be very important as Newbridge continues
to expand its position."
Newbridge Networks also announced today that Kenneth B. Wigglesworth, formerly
Newbridge Vice President, Finance, has been appointed Vice President and Chief
Financial Officer. Mr. Wigglesworth joined Newbridge in July, 1987 as
Controller and became Vice President, Finance in June, 1993.
UB Networks, a wholly owned subsidiary of Tandem Computers, is a leading global
supplier of hardware and software enterprise networking products. Many Fortune
1000 companies use UB enterprise network solutions, with a broad customer base
in all market segments including health care, pharmaceuticals, financial
services and the energy industry. This customer base complements the Newbridge
leadership in the global networking industry.
Newbridge Networks has established a unique program of affiliate companies. Key
among these for the enterprise networking market are: Advanced Computer
Communications, Inc. (ACC), a leading provider of network access solutions for
the home, office, and enterprise environments; TimeStep Corporation a technology
leader in the development of cryptographic network security solutions; and
Vienna Systems Corporation, supplier of a server-based family of hardware and
software products for delivering voice, data, and video calls across IP
networks, both corporate (intranet) and public (Internet).
Newbridge Networks (www.newbridge.com) is the global leader in asynchronous
transfer mode (ATM) and time division multiplexing (TDM) networking systems,
according to independent research. The company designs, manufactures and
services a comprehensive family of networking products and systems that delivers
the power of multimedia communications to organizations in more than 100
countries throughout the world. Newbridge products are the choice of an
expanding range of customers which includes most of the world's 200 largest
telecommunications service providers, and over 10,000 corporations, government
organizations, and other institutions. The company has facilities throughout
Canada, the United States, Latin America, Europe, Asia, the Middle East, Africa
and Australasia.
Newbridge Networks Corporation is a public company whose common shares are
listed for trading on the New York Stock Exchange (NN) and on the Toronto Stock
Exchange (NNC) in Canada.
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(Page 5 of 6)
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EXHIBIT 99.2
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Newbridge Networks Completes Acquisition of UB Networks
KANATA, Ontario, January 21, 1997 -- Newbridge Networks today announced it has
completed the purchase of UB Networks, a major supplier to the enterprise
networking market and a subsidiary of Tandem Computers.
The acquisition follows a December 19 announcement of a letter of intent signed
between Newbridge and Tandem. The purchase price paid at closing, net of cash
acquired and other cash-related adjustments, was approximately US $96 million.
The purchase price is subject to certain post-closing adjustments.
The addition of UB Networks' strong direct sales and customer support force,
distribution channels and complementary products further strengthens Newbridge's
ability to provide end-to-end networking solutions. Newbridge provides a
comprehensive family of products for the local area, enterprise and wide area
environments, including industry leading Asynchronous Transfer Mode (ATM)
systems. UB Networks' GeoLAN architecture provides adaptive desktop, workgroup
and campus connectivity, while the Newbridge(R) VIVID architecture offers a
highly scalable switched routing solution and high-capacity gateway to wide area
networks.
Newbridge Networks (http://www.newbridge.com) is a global leader in ATM, frame
relay and time division multiplexing (TDM) networking systems, according to
independent research. The company designs, manufactures and services a
comprehensive family of networking products and systems that delivers the power
of multimedia communications to organizations in more than 100 countries
throughout the world. Newbridge products are the choice of an expanding range of
customers which includes the world's 200 largest telecommunications service
providers, as well as more than 10,000 corporations and government
organizations. The company has facilities in Canada, the United States, Latin
America, Europe, the Middle East, Africa and Asia.
Newbridge Networks Corporation is a public company whose common shares are
listed on the New York Stock Exchange (NN) in the United States and The Toronto
Stock Exchange (NNC) in Canada.
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