FIRST PACIFIC NETWORKS INC
8-K, 1996-10-31
TELEPHONE & TELEGRAPH APPARATUS
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<PAGE>

                          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 29, 1996
                                                       -------------------------


                             First Pacific Networks, Inc.
- --------------------------------------------------------------------------------
                  (Exact name of registrant as specified in charter)


    Delaware                      0-20238                  77-074188
- --------------------------------------------------------------------------------
(State or other jurisdiction      (Commission              (IRS Employer
 of incorporation)                File Number)             Identification No.)


    871 Fox Lane, San Jose, California                                    95131
- --------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)


    Registrant's telephone number, including area code   (408) 943-7600
                                                          ----------------------


- --------------------------------------------------------------------------------
            (Former name or former address, if changed since last report)











              This Current Report, including exhibits, contains 6 pages.
                       The Exhibit Index is located on page 4.


<PAGE>

ITEM 5.  OTHER EVENTS.

    On October 29, 1996, First Pacific Networks, Inc. (the "Company") issued a
press release reporting the resignation of Craig J. Brunet as a Director and
Chairman of the Board of the Company and reporting the appointment of Paul C.
O'Brien as Chairman of the Board of Directors of the Company.  A copy of such
press release is attached hereto as EXHIBIT 99.1 and is incorporated herein by
reference.



                                          2

<PAGE>

                                      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.

                                  FIRST PACIFIC NETWORKS, INC.



Date:  October 31, 1996           By:/s/ Kenneth W. Schneider
                                      ------------------------------------------
                                      Kenneth W. Schneider
                                      Chief Financial Officer and
                                      Corporate Secretary


                                          3

<PAGE>

                                    EXHIBIT INDEX

Exhibit No.   Description
- -----------   -----------

99.1          Press Release dated October 29, 1996




                                          4



<PAGE>

                                                                    EXHIBIT 99.1




CONTACT:

Kenneth W. Schneider                   John P. Kehoe/Van Negris
First Pacific Networks, Inc.           Kehoe, White, Savage and Company, Inc.
(408) 943-7600                         (212)888-1616


FOR IMMEDIATE RELEASE

                             FIRST PACIFIC NETWORKS NAMES
                  PAUL C. O'BRIEN CHAIRMAN OF THE BOARD OF DIRECTORS

SAN JOSE, CA - OCTOBER 29, 1996 -- Paul C. O'Brien, 57, has been named Chairman
of the Board of Directors of First Pacific Networks, Inc. (NASDAQ:FPNX)("FPN").

The announcement was made by M. Peter Thomas, President and Chief Executive
Officer, who said:  "We are gratified by the naming of Paul O'Brien, a Director
of First Pacific Networks, Inc. since October 1994, to Chairman of our Board of
Directors.  As Chairman, his exceptionally strong technical and business
experience, accomplishments, and leadership skills will mesh well with the
challenges and opportunities we face in our company."

Paul C. O'Brien, Chairman of the Board of Directors of First Pacific Networks,
stated:  "The rapidly evolving telecommunications environment is a demanding and
competitive marketplace.  Indeed, the conceptual foundations of FPN's
technologies and products have served as models for the development of the
broadband marketplace and confirms the validity of FPN's vision and business
focus.

"Our challenge in the coming months will be to strengthen the financial balance
sheet of the Company while nurturing and progressing the base of on-going
evaluations and trials of our cable telephony and power management systems and
products both domestically and internationally.  Current marketing efforts for
our FPN1000 -TM- cable telephony product family are focused on cable system
operators in international markets, where cable operators either are permitted,
or will soon be permitted to provide telephone services, and emerging countries
where telephone penetration or quality of service is low.  We believe that the
initial market for PowerView -TM-, our energy management system, is that of
domestic electric power utilities.

"I am confident in the potential of the application of our technology in our
target markets.  Our technology is sound and is operating to specifications in
current operating and field test installations in this country and several
outside the United States."

Mr. O'Brien succeeds Craig J. Brunet as Chairman of First Pacific Networks, who
resigned as a Director to pursue other business interests.  Mr. Thomas added:
"We wish to acknowledge the contributions of our former Chairman and CEO, C.J.
Brunet, to our company and wish him well in his diverse business activities
going forward.


                                        -more-


<PAGE>

                                                                    EXHIBIT 99.1

FIRST PACIFIC NETWORKS, INC.
October 29, 1996
Page Two


Mr. O'Brien has over 30 years of telecommunications industry experience, having
served in increasingly responsible executive positions within the Bell System
since joining New York Telephone in 1964.  Prior to his appointment as Chairman
of New England Telephone in June 1993, Mr. O'Brien served for five years as
President and Chief Executive Officer of that company.  He moved to New England
Telephone from New York Telephone on being named Executive Vice President and
Chief Operating Officer in 1987.  He began his business career in technical
marketing with General Electric in 1960, resigning in 1961 to serve as an
officer in the United States Air Force where he attained the rank of Captain.
He joined New York Telephone on his release from active duty.

Upon his retirement from NYNEX in January, 1995, Mr. O'Brien established and is
President of The O'Brien Group, Inc., an investment consulting firm
concentrating on information technology applications for the domestic market.
He is also President of Pan-Asian Development Company which handles similar
activities in the Pacific Rim.

He has served in various capacities on behalf of numerous community and business
organizations, including serving as Chairman of the following:  Greater Boston
Chamber of Commerce, the Boston Coordinating Committee, the Center For Corporate
Community Relations-Boston College, The Boston Private Industry Youth Program,
The Governor's Council of Economics & Technology and The Old North Church
Foundation.  He also serves as a member of the Board of Directors of The Bank of
Boston, as President of Jobs For Massachusetts, Inc., as a trustee of the New
England Aquarium as a overseer of both WGBH-TV public television and the Boston
Symphony Orchestra and as a Corporator of the Museum of Science.

Mr. O'Brien received a degree in Electrical Engineering from Manhattan College
in 1960 and an MBA from New York University in 1968.  He holds honorary degrees
from the University of Massachusetts, the Wentworth Institute and Northeastern
University, which named him CEO of the year in 1992 and where he serves as a
member of the Board of Visitors and on its Executive Committee.  Mr. O'Brien and
his family reside in Concord, Massachusetts.

First Pacific Networks, Inc., develops and markets products for telephone, data,
and energy management communications over hybrid fiber/coaxial cable networks,
both domestically and internationally.


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