<PAGE> 1
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) June 25, 1997
Bay Networks, Inc.
(Exact name of registrant as specified in charter)
- --------------------------------------------------------------------------------
Delaware 0-19366 04-2916246
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
- --------------------------------------------------------------------------------
4401 Great America Parkway, Santa Clara, California 95054
(Address of principal executive offices) (Zip Code)
- --------------------------------------------------------------------------------
Registrant's telephone number, including area code (408) 988-2400
----------------------------
(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> 2
ITEM 5. OTHER EVENTS.
Bay Networks, Inc. (the "Company") has completed a transaction with
Rapid City Communications ("Rapid City") whereby a wholly-owned subsidiary of
the Company merged (the "Merger") with and into Rapid City. Upon consummation of
the Merger, Rapid City became a wholly-owned subsidiary of the Company.
The Merger, which was announced on June 19, 1997, was consummated on
June 25, 1997 by the exchange of .410014989 of a share of the Company's Common
Stock for each outstanding share of Common Stock of Rapid City ("Rapid City
Common Stock"). Each outstanding share of Preferred Stock of Rapid City was
converted to Rapid City Common Stock immediately prior to the effectiveness of
the Merger. The Company issued approximately 6,407,393 shares of the Company's
Common Stock in exchange for all outstanding shares of Rapid City Common Stock.
The Company will prepare and file with the Securities and Exchange Commission a
registration statement on Form S-3 with respect to the shares of the Company's
Common Stock issued in the Merger within 30 days after the closing of the
Merger. In addition, the Company will register on a registration statement on
Form S-8 approximately 137,867 additional shares of the Company's Common Stock
for issuance upon the exercise of stock options formerly exercisable for shares
of Rapid City Common Stock.
A copy of the press release announcing the effectiveness of the Merger
is attached as Exhibit 99.1 and is incorporated herein by reference.
ITEM 7. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
99.1 Press Release dated June 26, 1997 announcing the
effectiveness of the Merger.
</TABLE>
2
<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.
BAY NETWORKS, INC.
Date: July 7, 1997 By: /s/ John J. Poggi, Jr.
-------------------------------------
John J. Poggi, Jr.
Vice President, General Counsel
and Secretary
3
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit No. Description Numbered Page
- ----------- ----------- -------------
<S> <C> <C>
99.1 Press Release dated June 26, 1997 announcing the 5
effectiveness of the Merger.
</TABLE>
4
<PAGE> 1
EXHIBIT 99.1
BAY NETWORKS FINALIZES ACQUISITION OF RAPID CITY COMMUNICATIONS
--Acquisition Strengthens Adaptive Networking Switching Cornerstone --
SANTA CLARA, Calif., June 26, 1997 - Bay Networks, Inc. (NYSE: BAY) today
announced the completion of its acquisition of privately held Rapid City
Communications, an early innovator in Gigabit Ethernet and routing switch
technologies, based in Mountain View, California. The acquisition underscores
Bay Networks' Adaptive Networking strategy and its commitment to providing
customers with open, affordable and IP optimized networks that offer immediate
flexibility and provide long-term investment protection.
On June 19, 1997, Bay Networks announced that it had signed a definitive
agreement to acquire all of the outstanding shares of Rapid City Communications'
capital stock in exchange for approximately $155 million in Bay Networks Common
Stock. Completion of the agreement was subject to the approval of Rapid City
Communications' shareholders, which now has been received. Based on an average
closing price of $23.619 for Bay Networks stock on the 20 days prior to the
second trading day prior to the date of closing, Bay Networks will exchange or
reserve 6,545,287 common shares in return for all of Rapid City's outstanding
capital stock and employee stock options. Consistent with standard accounting
practice for technology-related acquisitions, Bay Networks expects to recognize
substantially all of the acquisition price as a one-time charge for in-process
technology in its fourth fiscal quarter, which ends June 30, 1997.
With the completion of the acquisition, Rapid City Communications is now part of
Bay Networks' Enterprise Business Group. The acquisition provides Bay Networks
with three key technologies: high-density Fast Ethernet, new Layer 3 switching
performance at 7 million packets per second, and Gigabit Ethernet technology.
Rapid City's f1200 routing switch provides Bay Networks with a high-density
frame switch and enables the company to provide a complete end-to-end frame
switching solution. Products are expected to begin shipping in limited
quantities in the fourth quarter of calendar year '97.
Rapid City's FIRST (Fully Integrated Routing Switch Technology) product family
will become part of Bay Networks' switching solution set. Bay Networks is
focusing on bringing to market the f1200 routing switch, a modular eight-slot
chassis, which features a maximum of 96 10/100 Mbps autosensing ports, or 48
100Base-FX fiber ports, or 12 Gigabit Ethernet ports. Bay Networks' Optivity(R)
Network Management platform will be integrated into the f1200 prior to shipping.
ABOUT BAY NETWORKS
Bay Networks, Inc. (NYSE: BAY) is a leader in the worldwide networking market,
providing a complete line of products that serve corporate enterprises, service
providers and telecommunications carriers. The company offers frame and ATM
switches, routers, shared
5
<PAGE> 2
media, remote and Internet access solutions, IP services and network management
applications, all integrated by Bay Networks' Adaptive Networking strategy. With
headquarters in Santa Clara, California, Bay Networks markets its products and
services around the world, providing 7x24 support coverage. For additional
information visit the company's World Wide Web site at
http://www.baynetworks.com or call 800-8-BAYNET.
This release, other than historical financial information, may consist of
forward-looking statements that involve risks and uncertainties. These
statements may differ materially from actual future events or results. For
instance, factors which could cause results to differ from future events include
the rate of adoption of new technology, competitive pricing actions and
marketing programs, among others. Readers are referred to the documents, filed
by Bay Networks with the S.E.C., specifically the most recent reports on forms
10-K and 10-Q, which identify important risk factors which could cause actual
results to differ from those contained in the forward-looking statements.
Bay Networks and Optivity are registered trademarks of Bay Networks,
Inc. Other brand and product names are registered trademarks or
trademarks of their respective holders.
6
