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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Efficient Networks, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
28205610
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(CUSIP Number)
August 8, 2000
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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CUSIP NO. 28205610 13G Page 2 of 5 Pages
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NAMES OF REPORTING PERSONS.
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
CABLETRON SYSTEMS, INC., Taxpayer Identification Number: 042797263
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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CITIZENSHIP OR PLACE OF ORGANIZATION
4
STATE OF DELAWARE, U.S.A.
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SOLE VOTING POWER
5
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
10,876,099 SHARES/1/
OWNED BY
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EACH SOLE DISPOSITIVE POWER
7
REPORTING 10,876,099 SHARES/2/
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
10,876,099 SHARES
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
10 CERTAIN SHARES
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
19.5%
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
12
CORPORATION
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/1/Cabletron Systems, Inc. and Efficient Networks, Inc. are parties
to a Standstill and Disposition Agreement, dated as of December 17, 1999,
pursuant to which Cabletron Systems, Inc. has agreed to take such action
as may be required to vote its shares of Efficient Networks, Inc. Common
Stock in the same proportion as other shareholders have voted their shares
of Common Stock on most matters.
/2/Cabletron Systems, Inc. and Efficient Networks, Inc. are parties
to a Standstill and Disposition Agreement, dated as of December 17, 1999,
pursuant to which Cabletron Systems, Inc. has agreed not to dispose of its
shares of Efficient Networks, Inc. Common Stock, subject to various
exceptions stated therein including sales pursuant to registered
offerings, including on Form S-3, and certain sales under Rule 144 of the
Securities Act of 1933, as amended.
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SCHEDULE 13G
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Item 1(a) Name of Issuer:
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Efficient Networks, Inc.
1(b) Address of Issuer's Principal Executive Offices:
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4849 Alpha Road
Dallas, TX 75244
Item 2(a) Name of Person Filing:
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Cabletron Systems, Inc.
2(b) Address of Principal Business Office or, if none, Residence:
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35 Industrial Way
Rochester, NH 03867
2(c) Citizenship:
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Cabletron Systems, Inc. is incorporated in the State of Delaware.
2(d) Title of Class of Securities:
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Common Stock
2(e) CUSIP Number:
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28205610
Item 3 If this statement is filed pursuant to Rules 13d-1(b) or
13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o);
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) [ ] Insurance company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c);
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) [ ] An investment adviser in accordance with
(S) 240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with (S) 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance
with (S) 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section
(j) [ ] Group, in accordance with (S) 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to (S) 240.13d-1(c),
check this box. [ X }
Page 3 of 5 Pages
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Item 4
(a) Amount beneficially owned: 10,876,099
4(b) Percent of Class: 19.5%
4(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
(ii) shared power to vote or to direct the vote: 10,876,099 (see
footnote 1 on cover page)
(iii) sole power to dispose or to direct the disposition of:
10,876,099 (see footnote 2 on cover page)
(iv) shared power to dispose or to direct the disposition of:
Item 5 Ownership of Five Percent or less of a Class:
If this statement is being filed to report the fact as of the date hereof
the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following. [ ]
Item 6 Ownership of more than Five Percent on behalf of another
person:
NOT APPLICABLE.
Item 7 Identification and Classification of the Subsidiary which
Acquired the Security Being Reported on by the Parent Holding
Company:
NOT APPLICABLE.
Item 8 Identification and Classification of Members of the Group:
NOT APPLICABLE.
Item 9 Notice of Dissolution of Group:
NOT APPLICABLE.
Item 10 Certifications:
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
Page 4 of 5 Pages
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After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
CABLETRON SYSTEMS, INC.
By: /s/ David J. Kirkpatrick
--------------------------
Name: David J. Kirkpatrick
Title: Executive Vice President & Chief
Financial Officer
Dated: August 18, 1999.
Page 5 of 5 Pages
