<PAGE> 1
Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-44715
PROSPECTUS
5,093,551 SHARES
BAY NETWORKS, INC.
COMMON STOCK
The 5,093,551 shares of the common stock, $0.01 par value per share
("Common Stock"), of Bay Networks, Inc. (the "Company") offered by this
Prospectus (the "Shares") are outstanding shares that may be sold from time to
time by or on behalf of certain stockholders (the "Selling Stockholders") of the
Company described in this Prospectus under "Selling Stockholders." The Selling
Stockholders acquired the Shares from the Company in a private transaction
related to the Company's acquisition of all of the outstanding stock of New Oak
Communications, Inc. ("New Oak") pursuant to a merger of a newly formed,
wholly-owned subsidiary of the Company with and into New Oak (the
"Acquisition"). The Company has 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 be declared
effective and to remain effective until the earlier of (i) such time as 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 within a
three-month period after the availability of Rule 144; or (ii) such time as all
of the Shares have been sold by the Selling Stockholders. The Company will not
receive any of the proceeds from the sale of the Shares by the Selling
Stockholders.
The Company has been advised by the Selling Stockholders that they
intend to sell all or a portion of the Shares from time to time on the New York
Stock Exchange ("NYSE"), in negotiated transactions or otherwise, and on terms
and at prices then obtainable. The Selling Stockholders and any broker-dealers,
agents or underwriters that participate with the Selling Stockholders in the
distribution of any of the Shares may be deemed to be "underwriters" within the
meaning of the Securities Act, and any commission received by them and any
profit on the resale of the Shares purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act. The Company and
the Selling Stockholders have agreed to certain indemnification arrangements.
See "Plan of Distribution."
The Company will bear all costs and expenses incident to the offering
and sale of the Shares to the public, including without limitation, printing
expenses, legal fees and disbursements of counsel for the Company, "blue sky"
expenses, accounting fees and filing fees, but excluding any underwriting
commissions or similar charges and legal fees and disbursements of counsel for
the Selling Stockholders.
THE SHARES HAVE NOT BEEN REGISTERED FOR SALE UNDER THE SECURITIES LAWS
OF ANY STATE OR JURISDICTION AS OF THE DATE OF THIS PROSPECTUS. BROKERS OR
DEALERS EFFECTING TRANSACTIONS IN THE SHARES SHOULD CONFIRM THE REGISTRATION OF
THE SHARES UNDER THE SECURITIES LAWS OF THE STATES IN WHICH SUCH TRANSACTIONS
OCCUR, OR THE EXISTENCE OF ANY EXEMPTIONS FROM SUCH REGISTRATION.
The Company's Common Stock is listed on the NYSE. On January 28, 1998,
the last sales price of the Company's Common Stock as reported on the NYSE was
$27 3/16.
--------------
SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR INFORMATION THAT SHOULD
BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SHARES OFFERED HEREBY.
--------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------
The date of this Prospectus is January 29, 1998
<PAGE> 2
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements, and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the Commission's public reference room at 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549, as well as at the Regional Offices of the
Commission located at Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661 and 7 World Trade Center, Suite 1300, New York,
New York 10048. Copies of such material can be obtained by mail from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, upon payment of the fees prescribed by the Commission. The Commission
maintains a Web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission. The Commission's web site can be accessed at http://www.sec.gov. The
Company's Common Stock is traded on the NYSE. Reports and other information
concerning the Company can also be inspected at the offices of the NYSE, 20
Broad Street, New York, New York 10005.
The Company has also filed with the Commission a Registration Statement
on Form S-3 (together with all amendments and exhibits thereto, the
"Registration Statement") under the Securities Act. This Prospectus does not
contain all of the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
Commission. For further information, reference is made to the Registration
Statement, copies of which may be obtained from the Public Reference Section of
the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, upon payment of
the fees prescribed by the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to the Exchange Act are incorporated herein by reference: (1) Annual
Report on Form 10-K for the year ended June 30, 1997; (2) Quarterly Report on
Form 10-Q for the quarter ended September 27, 1997; (3) the description of the
Company's capital stock contained in the Company's Registration Statement on
Form 8-A filed on February 21, 1996; (4) the description of the Company's
Preferred Stock Purchase Rights attached to each share of the Company's Common
Stock contained in the Company's Registration Statement on Form 8-A filed on
February 21, 1996; and (5) Current Report on Form 8-K filed on July 8, 1997.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of this offering shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such documents. Any
statement incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request, a copy of any or all of
the foregoing documents incorporated by reference in this Prospectus (other than
any exhibits thereto). Requests for such documents should be directed to Bay
Networks, Inc. at 4401 Great America Parkway, Santa Clara, CA 95052-8185
(telephone number (408) 988-2400), Attn: Secretary.
Trademarks of Bay Networks, Inc. appear in this document. Other
trademarks, brand, product or company names may be the property of others.
2
<PAGE> 3
THE COMPANY
The Company, together with its worldwide subsidiaries, develops,
manufactures, markets, sells and supports a comprehensive line of data
networking products and services. The Company provides products that meet the
connectivity requirements of corporate enterprises, network service providers
and telecommunications carriers. The Company offers switches, routers, shared
media hubs, remote and Internet access solutions, Internet Protocol (IP)
services and network management applications, all marketed under the Company's
Adaptive Networking strategy. The Company's products and technologies enable
customers to transition from today's complex multi-protocol networks to the
IP-optimized networks of tomorrow. These solutions link people to critical
information resources at the desktop, across corporate enterprise networks or
over the public Internet.
The Company is a Delaware corporation incorporated on May 2, 1986. The
Company's principal executive offices are located at 4401 Great America Parkway,
Santa Clara, California 95054, telephone number (408) 988-2400. As used in this
Prospectus, references to the "Company" or the "Registrant" include Bay
Networks, Inc. and its subsidiaries.
RISK FACTORS
The following risk factors should be considered in conjunction with the
other information included and incorporated by reference in this Prospectus
before purchasing the Common Stock offered hereby. The discussions in this
Prospectus may include forward-looking statements that involve risks and
uncertainties. In addition to those risk factors discussed elsewhere in this
Prospectus, the Company identifies the following risk factors which could affect
the Company's actual results and cause actual results to differ materially from
those in the forward-looking statements.
Risks Related to New Markets. The markets for data networking products
are rapidly changing and highly competitive. If these markets do not continue to
grow, or if the Company's strategies for the data networking markets are
unsuccessful, the Company's consolidated financial position, results of
operations, or cash flows, may be adversely affected.
Risks Related to New Products. The Company's future revenue is dependent
on its ability to successfully develop, acquire, manufacture and market products
for customers in rapidly evolving markets worldwide. To successfully distribute
new products, the Company must establish and maintain new distribution channels.
There can be no assurance that the Company's product development and acquisition
efforts will result in timely and commercially successful new product offerings
in the future.
Risks Related to Gross Profit. The Company's gross profit percentage is
a function of the product mix sold in any period. Therefore, gross profit
percentage may fluctuate, affecting the Company's operating results. Factors
such as unit volumes, obsolescence/surplus of inventory, heightened price
competition, changes in channels of distribution, shortages and cost increases
in supplies of parts from vendors, and the availability of skilled labor, also
may cause fluctuations in gross profit percentages.
Risks Related to Manufacturing Operations. The Company operates
manufacturing facilities and relies upon a number of manufacturing arrangements
worldwide. The Company's manufacturing capability may be affected by factors
impacting the operations of its suppliers. In addition, the Company's ability to
meet customer demand may also be dependent on its ability to adjust
manufacturing levels on short notice based on anticipated orders.
Risks Related to Intellectual Property Rights. The Company relies upon a
combination of patents, copyrights, trademarks and trade secrets to establish
and protect intellectual property rights in its products and technology. There
can be no assurance that the steps taken by the Company will be adequate to
prevent misappropriation of its technology, or that the Company's competitors
will not develop superior technologies. From time to time it may be necessary or
desirable for the Company to enter into technology licenses, strategic alliances
and cooperative marketing efforts with others. There can be no assurance that
the Company consistently will be able to secure third-party rights necessary to
offer competitive products.
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<PAGE> 4
Risks Related to Competition. The data networking industry is highly
competitive. There can be no assurance that the Company will be able to compete
successfully in the future with existing or new competitors. Among the
competitive factors that may adversely affect the Company's future results are
conformity to existing and emerging industry standards; interoperability with
other networking products; network management capabilities; price; performance;
product features; technical support; and distribution.
Risks Related to Acquisitions. To implement its business plans, the
Company may make further acquisitions in the future. Acquisitions require
significant financial and management resources both at the time of the
transaction and during the process of integrating the newly acquired business
into the Company's operations. The Company's results of operations, consolidated
financial position, or cash flows, may be adversely affected if it is unable to
successfully acquire and integrate such new companies into its operations.
Risks of Stock Volatility and Absence of Dividends. In recent years, the
stock market in general and the market for technology stocks in particular,
including the Company's Common Stock, have experienced extreme price
fluctuations. There is a risk that stock price fluctuation could impact the
Company's operations. Changes in the price of the Company's Common Stock could
affect the Company's ability to successfully attract and retain qualified
personnel or complete necessary business combinations or other transactions in
the future. The Company has never paid any cash dividends on its capital stock,
and has no present intention to do so.
SELLING STOCKHOLDERS
The Selling Stockholders acquired the Shares from the Company in
connection with the Company's acquisition of all of the outstanding stock of
New Oak pursuant to the Acquisition. The Acquisition was consummated on January
20, 1998. The Selling Stockholders received the Shares and cash in the
aggregate amount of approximately $22,957,000 directly from the Company in
exchange for all of the outstanding shares of New Oak.
The following table lists the Selling Stockholders, the number of shares
of the Company's Common Stock which each owned as of January 21, 1998, the
number of shares of the Company's Common Stock expected to be sold by each, and
the number and the percentage of the shares of the Company's Common Stock which
each will own after the offering pursuant to the Registration Statement,
assuming the sale of all the shares expected to be sold. In addition, certain of
the Selling Stockholders are venture capital funds, corporations or trusts which
may, in the future, distribute their shares to their partners, shareholders or
trust beneficiaries, respectively, which distributees may likewise distribute
such shares to their partners, shareholders or trust beneficiaries. Those shares
may later be sold by those partners, shareholders or trust beneficiaries, or any
of their respective distributees.
<TABLE>
<CAPTION>
Shares Owned Shares To Shares Owned Percentage Owned
Selling Stockholder Before Offering Be Offered After Offering After Offering
------------------- --------------- ---------- -------------- ----------------
<S> <C> <C> <C> <C>
Rich Baker 3,786 3,786 0 0%
J. Martin Borden (1) 48,711 45,432 3,279 *
Daniel Boudreau 272,754 272,592 162 *
Gary Bowen (2) 154,039 154,039 0 0%
Arlene Ina Bresner 7,771 7,256 515 *
John Burnham (3) 18,930 18,930 0 0%
John Chao 34,074 34,074 0 0%
Denis Cho 7,572 7,572 0 0%
Robert E. Cole 15,144 15,144 0 0%
</TABLE>
4
<PAGE> 5
<TABLE>
<CAPTION>
Shares Owned Shares To Shares Owned Percentage Owned
Selling Stockholder Before Offering Be Offered After Offering After Offering
------------------- --------------- ---------- -------------- ----------------
<S> <C> <C> <C> <C>
Peter Donahue 11,358 11,358 0 0%
Richard J. Dorff 11,358 11,358 0 0%
Raymond Earle 3,312 3,312 0 0%
William P. Fallon 3,786 3,786 0 0%
Bernard Farrell 2,524 2,524 0 0%
Michael Feinstein 75,720 75,720 0 0%
Rubin Gruber 26,462 26,185 277 *
Kerry Hannigan 22,716 22,716 0 0%
Robert Gardner Hendrie (4) 4,919 2,839 2,080 *
Highland Capital Partners III 639,397 639,397 0 0%
Limited Partnership
Highland Entrepreneurs' Fund 26,642 26,642 0 0%
III Limited Partnership
Gary Hoglund 34,074 34,074 0 0%
Richard J. Kennelley 22,716 22,716 0 0%
Jonathon R. Lawrence 13,251 13,251 0 0%
Jeffrey Lindholm (5) 47,652 47,325 327 *
Shawn Mamros 22,716 22,716 0 0%
Jeffrey McCarthy (6) 309,505 309,505 0 0%
James E. Moore 16,090 16,090 0 0%
Robert Harris Myhill 9,465 9,465 0 0%
North Bridge Venture 1,136,095 1,136,095 0 0%
Partners, L.P.
North Bridge Venture Partners 167,029 167,029 0 0%
II, L.P.
John Thomas O'Hara 90,864 90,864 0 0%
Gary A. Ochs 3,312 3,312 0 0%
</TABLE>
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<PAGE> 6
<TABLE>
<CAPTION>
Shares Owned Shares To Shares Owned Percentage Owned
Selling Stockholder Before Offering Be Offered After Offering After Offering
------------------- --------------- ---------- -------------- ----------------
<S> <C> <C> <C> <C>
Kenneth W. Ouellette 22,716 22,716 0 0%
Nancy L. Petit 157 157 0 0%
Bryan Petty (7) 2,227 (8) 1,893 334 (8) *
James A. Philippou 90,864 90,864 0 0%
Thomas J. Pincince 427,458 427,458 0 0%
John Richardson 1,893 1,893 0 0%
Michael Rugo 9,465 9,465 0 0%
Gregg J. Savage (9) 96,645 94,650 1,995 *
Richard Shea 22,716 22,716 0 0%
Matthias Siebler 11,358 11,358 0 0%
Alden W. Smith (10) 21,699 2,050 19,649 *
Steve Starliper 1,893 1,893 0 0%
Alan B. Taffel 2,839 2,839 0 0%
Pablo E. Tapia(11) 2,839 2,839 0 0%
Rudolph C. Tenes 3,312 3,312 0 0%
Khac T. Thai (12) 14,197 14,197 0 0%
Linda Theriault (13) 1,365 1,104 261 *
William L. Thompson 3,786 3,786 0 0%
Randall B. Uram (14) 47,325 47,325 0 0%
Venrock Associates 431,554 431,554 0 0%
Venrock Associates II, L.P. 627,708 627,708 0 0%
Karen L. Vergura (15) 7,572 7,572 0 0%
Throop L. Wilder 3,786 3,786 0 0%
</TABLE>
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<PAGE> 7
<TABLE>
<CAPTION>
Shares Owned Shares To Shares Owned Percentage Owned
Selling Stockholder Before Offering Be Offered After Offering After Offering
------------------- --------------- ---------- -------------- ----------------
<S> <C> <C> <C> <C>
John T. Wroclawski 946 946 0 0%
Monica Young 2,366 2,366 0 0%
</TABLE>
(1) Mr. Borden was employed by the Company as a consulting engineer from
February 1992 to November 1996.
(2) Mr. Bowen was employed by the Company as Executive Vice President,
World Wide Field Operations and Marketing from January 1990 to October
1996.
(3) Mr. Burnham was employed by the Company as Vice President, Corporate
Communications from October 1996 to February 1997.
(4) Mr. Hendrie was employed by the Company as a senior software engineer
from November 1993 to November 1995.
(5) Mr. Lindholm was employed by the Company as Vice President,
Intercontinential Operations from January 1989 to September 1996.
(6) Mr. McCarthy was employed by the Company as Vice President, Carrier
Services from January 1989 to July 1996.
(7) Mr. Petty was employed by the Company as a systems engineer from April
1994 to November 1997.
(8) Excludes 2,464 shares of the Company's Common Stock beneficially owned
by Mr. Petty subject to immediately excercisable options. Such options
expire in February 1998.
(9) Mr. Savage was employed by the Company as Vice President and Chief
Information Officer from February 1988 to March 1995.
(10) Mr. Smith was employed by the Company, most recently as a supplier
engineer, from April 1987 to October 1997.
(11) Mr. Tapia is a principal of a software vendor that supplied software to
the Company in 1997.
(12) Mr. Thai was employed by the Company as a senior software engineer from
April 1993 to February 1996.
(13) Ms. Theriault was employed by the Company as an administrative
assistant from July 1993 to December 1996.
(14) Mr. Uram was employed by the Company as an area manager from April 1991
to July 1997.
(15) Ms. Vergura was employed by the Company as Manager of Information
Systems from March 1994 to March 1997.
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<PAGE> 8
PLAN OF DISTRIBUTION
The Company has been advised by the Selling Stockholders that they
intend to sell all or a portion of the Shares from time to time on the NYSE at
prices and at terms prevailing at the time of sale or at prices related to the
then current market price, or in negotiated transactions. The Shares may be sold
by one or more of the following methods: (a) a block trade in which the broker
or dealer so engaged will attempt to sell the Shares as agent, but may position
and resell a portion of the block as principal to facilitate the transaction;
(b) purchases by a broker or dealer as principal and resale by such broker or
dealer for its own account pursuant to this Prospectus; (c) an over-the-counter
distribution in accordance with the rules of the New York Stock Exchange; (d)
ordinary brokerage transactions and transactions in which the broker solicits
purchasers; and (e) in privately negotiated transactions. There is no assurance
that any of the Selling Stockholders will sell any or all of the Shares offered
by them. Certain of the Shares owned by the Selling Stockholders are being held
in escrow for a one-year period following the closing of the Acquisition to
secure indemnification obligations in connection with the Acquisition. Further,
certain Shares owned by certain of the Selling Stockholders are subject to
repurchase by the Company. Accordingly, such Shares are not available for sale
at this time. In addition, certain of the Selling Stockholders are venture
capital funds, corporations or trusts which may, in the future, distribute their
shares to their partners, shareholders or trust beneficiaries, respectively,
which distributees may likewise distribute such shares to their partners,
shareholders or trust beneficiaries. Those shares may later be sold by those
partners, shareholders or trust beneficiaries, or any of their respective
distributees.
In effecting sales, brokers or dealers engaged by the Selling
Stockholders may arrange for other brokers or dealers to participate. Brokers or
dealers will receive commissions or discounts from the Selling Stockholders in
amounts to be negotiated prior to the sale. Such brokers or dealers and any
other participating brokers or dealers may be deemed to be "underwriters" within
the meaning of the Securities Act in connection with such sales. The Company
will bear all costs and expenses incident to the offering and sale of the Shares
to the public, including without limitation, printing expenses, legal fees and
disbursements of counsel for the Company, "blue sky" expenses, accounting fees
and filing fees, but excluding any underwriting commissions or similar charges
and legal fees and disbursements of counsel for the Selling Stockholders.
The Company has agreed to indemnify in certain circumstances the Selling
Stockholders and any underwriter and certain control and other persons related
to the foregoing persons against certain liabilities, including liabilities
under the Securities Act. The Selling Stockholders have agreed to indemnify in
certain circumstances the Company and certain related persons against certain
liabilities, including liabilities under the Securities Act.
The Company has agreed with the Selling Stockholders to keep the
Registration Statement of which this Prospectus constitutes a part effective
until the earlier of (i) such time as 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 within a three-month period after the availability
of Rule 144; or (ii) such time as all of the Shares have been sold by the
Selling Stockholders. The Company intends to de-register any of the Shares not
sold by the Selling Stockholders at the end of such period; however, at such
time, any unsold shares may be freely tradable subject to compliance with Rule
144 of the Securities Act.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of Common Stock
by the Selling Stockholders.
LEGAL MATTERS
The legality of the Shares is being passed upon by Gray Cary Ware &
Freidenrich LLP, Palo Alto, California.
EXPERTS
The consolidated financial statements and schedule of Bay Networks,
Inc. appearing in Bay Networks, Inc.'s Annual Report (Form 10-K) for the year
ended June 30, 1997, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their reports thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such reports given upon the
authority of such firm as experts in accounting and auditing.
8
<PAGE> 9
================================================================================
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING DESCRIBED HEREIN,
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY ANY UNDERWRITER. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER
TO BUY, ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES,
OR AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, IN ANY JURISDICTION
IN WHICH IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY
OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information ..................................................... 2
Incorporation of Certain Documents by Reference ............................ 2
The Company ................................................................ 3
Risk Factors ............................................................... 3
Selling Stockholders ....................................................... 4
Plan of Distribution ....................................................... 8
Use of Proceeds ............................................................ 8
Legal Matters .............................................................. 8
Experts .................................................................... 8
</TABLE>
================================================================================
5,093,551 SHARES
BAY NETWORKS, INC.
COMMON STOCK
------------------------------------
PROSPECTUS
------------------------------------
January 29, 1998
================================================================================
