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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 23, 1998.
REGISTRATION NO. 333-19683
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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BAY NETWORKS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 04-1916246
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4401 GREAT AMERICA PARKWAY
SANTA CLARA, CA 95054
(408) 988-2400
(Address, including zip code, and telephone
number, including area code, of
Registrant's principal executive
offices)
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JOHN J. POGGI, JR.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
BAY NETWORKS, INC.
4401 GREAT AMERICA PARKWAY, SANTA CLARA, CA 95054
(408) 988-2400
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
ROB G. SEIM BRUCE E. SCHAEFFER, ESQ.
Vice President and Corporate Controller DIANNE B. SALESIN, ESQ.
Bay Networks, Inc. Gray Cary Ware & Freidenrich LLP
4401 Great America Parkway 400 Hamilton Avenue
Santa Clara, CA 95054 Palo Alto, CA 94301
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Approximate date of commencement of proposed sale to the public:
February 5, 1997.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box: [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ] ______
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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DEREGISTRATION OF SECURITIES
The 2,193,709 shares (the "Shares") of Common Stock, $0.01 par value
per share, of Bay Networks, Inc. (the "Company") registered on the Registration
Statement on Form S-3 (File No. 33-19683) (the "Registration Statement") were
issued in a private transaction related to the Company's acquisition of all of
the outstanding stock of NetICs, Inc. ("NetICs") pursuant to a merger of NetICs
with and into a newly formed, wholly-owned subsidiary of the Company (the
"Acquisition"). The Company agreed to register the Shares under the Securities
Act of 1933, as amended (the "Securities Act") and to use its best efforts to
cause the registration statement covering the Shares to remain effective until
the earlier of (i) such time as each of the Selling Stockholders (as defined in
the Registration Statement) may sell all of the Shares held by him, her or it
without registration pursuant to Rule 144 under the Securities Act within a
three-month period; (ii) such time as all of the Shares have been sold by the
Selling Stockholders; or (iii) two (2) years following the closing of the
Acquisition on December 17, 1996. As of December 17, 1997, each of the Selling
Stockholders may sell all of the Shares held by him, her or it without
registration pursuant to Rule 144 under the Securities Act, subject to
compliance with the requirements set forth therein, within a three-month period.
Therefore, the Company hereby amends the Registration Statement to withdraw from
registration all 2,193,709 Shares under the Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Santa
Clara, State of California, on the 23 day of June, 1998.
BAY NETWORKS, INC.
By: /s/ John J. Poggi, Jr.
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John J. Poggi, Jr.
Vice President, General Counsel
and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement has been signed below
on June 23, 1998 by the following persons in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
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<S> <C>
/s/ David L. House
- ----------------------------------
David L. House President, Chief Executive Officer and Chairman of the Board of
Directors (Principal Executive Officer)
/s/ David J. Rynne
- ----------------------------------
David J. Rynne Executive Vice President and Chief Financial Officer (Principal
Financial Officer)
/s/ Rob G. Seim
- ----------------------------------
Rob G. Seim Vice President and Corporate Controller (Principal Accounting
Officer)
/s/ Arthur Carr
- ----------------------------------
Arthur Carr Director
/s/ Shelby H. Carter, Jr.
- ----------------------------------
Shelby H. Carter, Jr. Director
/s/ Kathleen Ann Cote
- ----------------------------------
Kathleen Ann Cote Director
/s/ John S. Lewis
- ----------------------------------
John S. Lewis Director
/s/ Benjamin F. Robelen
- ----------------------------------
Benjamin F. Robelen Director
/s/ Paul J. Severino
- ----------------------------------
Paul J. Severino Director
</TABLE>
