CABLETRON SYSTEMS INC
8-K, 1998-03-31
COMPUTER COMMUNICATIONS EQUIPMENT
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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): March 30, 1998


                             CABLETRON SYSTEMS, INC
               (Exact name of Registrant as Specified in Charter)

                           DELAWARE 0-10228 04-2797263
         (State or Other Jurisdiction (Commission File (I.R.S. Employer
                  of Incorporation) Number) Identification No.)


                     35 Industrial Way, Rochester, NH 03867
               (Address of Principal Executive Offices) (Zip Code)


                                 (603) 332-9400
               (Registrant's telephone number including area code)









<PAGE> 2
Item 5.  Other Events.

On March 30, 1998 Cabletron Systems,  Inc. announced that its Board of Directors
had accepted the  resignation of Donald B. Reed,  President and Chief  Executive
Officer, effective immediately. The company also announced that Craig R. Benson,
Chairman of the Board, will assume Mr. Reed's responsibilities.

         A copy of Cabletron Systems,  Inc.'s press release dated March 30, 1998
is attached hereto as Exhibit 99 and is incorporated by reference herein.


Item 7.  Financial Statements and Exhibits

(c)      Exhibits

Exhibit 99        Press release of Cabletron Systems, Inc. dated March 30, 1998.


<PAGE> 3
                                   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.

                                  CABLETRON SYSTEMS, INC.



Date:  March 30, 1998                               
                                  By  /s/  David J. Kirkpatrick
                                  ---------------------------------------------
                                  Chief Financial Officer and 
                                  Corporate Executive Vice President of Finance

<PAGE> 4


                                  EXHIBIT INDEX


Exhibit Number      Description                                     Page
- -------------       -----------                                     ----
      
99                  Press Release of Cabletron Systems, Inc.          5
                    dated  March  30,  1998.


<PAGE> 5
Company Press Release

Cabletron Systems Announces Management Changes

ROCHESTER,   N.H.--(BUSINESS  WIRE)--March  30,  1998--Cabletron  Systems,  Inc.
(NYSE:CS - news) today  announced  that the Board of Directors  has accepted the
resignation of Donald B. Reed, President and Chief Executive Officer,  effective
immediately.  He  will  remain  as a  consultant  and  member  of the  Board  of
Directors.

Craig R.  Benson,  Chairman of the Board and a co-founder  of the company,  will
assume Mr. Reed's  responsibilities.  Under Benson's  leadership,  Cabletron has
grown from a two-man start-up in 1983 to a $1.4 billion market leader.

"I am proud to have been  instrumental in developing a planning process designed
to  achieve  specific  business  goals to help  change the  strategic  course of
Cabletron for the future. I am also proud of having solidified our commitment to
the distribution  channel and of acquiring Digital Network Products Group, which
has opened additional markets with strong international presence and outstanding
distribution   relationships,"  said  Reed.  "The  recent  acquisition  of  Yago
positions us to be a dominant player not only in the switching marketplace,  but
also in the switch router marketplace."

"Don Reed has made important contributions to Cabletron," said Benson. "Although
Don has decided to leave Cabletron's  daily  management,  we are pleased he will
continue to provide strategic  direction to Cabletron as a consultant and member
of the Board of Directors to assure Cabletron's success."

Benson continued,  "but citing my experience in the industry Don convinced me to
manage the  particulars  of  implementation  and  proposed  that he  continue to
oversee  the  broader  business  strategy  from his seat on the  board  and as a
consultant to the company."

Cabletron also announced the following promotions:

John  d'Auguste,  Executive Vice President of  Cabletron's  Enterprise  Business
Unit, has been promoted to President of Operations.

David J.  Kirkpatrick,  Senior Vice  President  of Finance  and Chief  Financial
Officer, has been promoted to Corporate Executive Vice President of Finance.

"These promotions  underscore the Board's commitment to refocusing  Cabletron on
its  core  businesses,"  Benson  continued.  "John  d'Auguste  has a  wealth  of
experience  in high  technology.  In promoting  John, we recognize his extensive
computer  manufacturing  background  and  will  continue  to  benefit  from  his
knowledge."

<PAGE> 6
                                                   
Prior to joining  Cabletron,  d'Auguste was Vice President of Direct Sales,  and
earlier,  Vice  President of  Operations  at Gateway 2000 Inc [NYSE:GTW - news].
"John's  proven  ability to increase  production  volume by  shortening  product
fulfillment  programs  will  contribute  to  Cabletron's  success as a solutions
provider," said Benson.

"The promotion of David Kirkpatrick, a long-time Cabletron executive, recognizes
his past  contributions  and the  increased  importance  we are  placing  on the
financial management role at Cabletron," added Benson.

"The strategy and management  team are in an excellent  position to aggressively
move the company to the next level. Implementation is where my strength lies and
I'm looking forward to executing the plan we now have in place," said Benson.

"Cabletron  is  financially  strong and we are  confident  the  direction we are
taking will continue to strengthen our industry leadership position."

Cabletron  Systems,  Inc.,  a  recognized  leader in  high-performance  computer
networking  products,  provides  dependable network access and communications to
millions of people  throughout the world.  With scaleable  products designed for
Fortune  1000  enterprise  networks,  service  providers  and small  businesses,
Cabletron delivers simple,  reliable and  cost-effective  business solutions for
the information age.

Cabletron's   World  Wide  Web  site  can  be  reached   on  the   Internet   at
http://www.cabletron.com.





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