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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
June 18, 1996
Date of Report (Date of earliest event reported)
XIRCOM, INC.
(Exact name of registrant as specified in its charter)
California 0-19856 95-4421884
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(State or other (Commission File (I.R.S.Employer
jurisdiction of Number) Identification No.)
incorporation)
2300 Corporate Center Drive
Thousand Oaks, CA 91320-1420
(Address of principal executive offices)
(805) 376-9300
(Registrant's telephone number, including area code)
Not Applicable
(Former name or address, if change since last report)
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Item 5. Other Events.
The purpose of this Form 8-K is to file a press release issued by
Xircom, Inc. on June 18, 1996 regarding a management buy out. A copy of the
press release is filed herewith as Exhibit 20.1 and is hereby incorporated by
reference to this Item 5.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
20.1 - Press Release dated June 18, 1996
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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.
XIRCOM, INC.
Dated: June 25, 1996 By: /s/ RANDALL H. HOLLIDAY
-----------------------------
Randall H. Holliday
Secretary and General Counsel
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
20.1 Press Release dated June 18, 1996
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EXHIBIT 20.1
XIRCOM TO CREATE INDEPENDENT WIRELESS
LAN COMPANY THROUGH MANAGEMENT BUY OUT
THOUSAND OAKS, CALIF., JUNE 18, 1996 -- Xircom, Inc. (Nasdaq: XIRC) today
announced that it has entered into negotiations to create an independent
wireless local area network (LAN) company through a management buyout of its
Netwave(TM) Wireless LAN Division. Under the proposed terms of the agreement,
Xircom will retain an approximate 20 percent interest in the new company,
tentatively named Netwave, Inc.
In a plan approved by Xircom's board of directors, Jerry Ulrich,
Xircom's chief operating officer and chief financial officer, will head the new
wireless LAN company. Dirk Gates, Xircom's chairman, president and chief
executive officer, will be a member of the board of directors of Netwave, Inc.
The new company will take over the entire Netwave product line,
including product inventory and rights to all Netwave technology and
intellectual property. Xircom will continue selling Netwave products for an
unspecified length of time after the close of the transaction, which is
expected to be completed in Xircom's fourth quarter ending September 30, 1996.
FOCUS KEY TO SUCCESS OF BOTH COMPANIES. "Broad, horizontal applications for
wireless LAN technology represent an emerging market opportunity," said Mr.
Gates. "Xircom's current business goals make it impractical to devote the
resources and focus required to pursue the wireless market. Creating an
independent company enables each organization to concentrate on
-more-
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its core strengths and expertise -- Xircom in delivering innovative PC Card
mobile communications solutions and Netwave in delivering wireless LAN
solutions."
In addition, creating Netwave, Inc. will free more than $600 thousand
per quarter in operating expenses, which will be invested both in accelerating
planned development of new PC Card and CardBus LAN and multifunction products
and improving the company's financial performance.
STRONG LEADERSHIP: XIRCOM AND NETWAVE. Over the past year Xircom has added
significant new management talent, including Carl Russo as executive vice
president and general manager of Xircom's Client Products Division and Bill
Rosenberger as vice president and general manager of Xircom's Systems Division.
"Today we have strong leadership in sales, operations, finance and
administration worldwide, making the time right for Jerry to assume a new role
as CEO of Netwave, Inc.," Mr. Gates said. "Jerry has been a valuable member of
the Xircom team and has contributed greatly. With Jerry at the helm, Netwave
will have a strong leader who has the skill and experience to develop Netwave
products and technology to their fullest potential."
Mr. Ulrich stated, "The chance to be involved in the emerging wireless
communications market is an exciting prospect. With the steady growth Xircom
has recently experienced in its core business the time is right for me to
assume a new role as part of the extended Xircom team."
"As an independent company Netwave will focus exclusively on the
wireless LAN market," Ulrich continued. "This focus will leverage the
significant investment Xircom has made in developing Netwave technology to the
benefit of both organizations."
XIRCOM EXPERIENCING STRONG SALES GROWTH. Xircom has experienced strong sales
growth over the past several quarters by concentrating on its core PC Card
products. According to Carl Russo, executive vice president and general
manager of Xircom's Client Products Division,
-more-
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"Pre-release interest in our new CreditCard Ethernet Adapter 10/100, which
begins shipping on June 21st, has been strong, and we expect overall demand
for our PC Cards to increase as we continue to introduce new products.
Continuing our focus on PC Cards is clearly the best way for Xircom to compete
successfully."
COMPANY BACKGROUND. Xircom is the leading manufacturer of PC Card
communications products for connecting mobile and remote portable computer
users to corporate networks, the Internet, and other online services from a
wide variety of locations. The company also develops and manufactures the
Netaccess(TM) family of analog and ISDN board-level server products.
# # # # #
FOR MORE INFORMATION CONTACT:
Daphne Page Rochelle Puccia
(805) 376-6929 (805) 376-6937
[email protected] [email protected]
http://www.xircom.com http://www.xircom.com
Xircom is a registered trademark of Xircom, Inc. Netwave and Netaccess are
trademarks of Xircom, Inc. Other company or product names have been used for
identification purposes only and may be trademarks of their respective
companies.
Xircom is headquartered in Thousand Oaks, Calif., and has regional offices in
Salem, N.H.; Antwerp, Belgium; and Singapore. Sales: (800) 438- 4526.
Telephone: (805) 376-9300. Fax: (805) 376-9311.
NOTICE TO READERS. This news release contains forward-looking statements based
on current expectations that involve a number of risks and uncertainties which
could cause actual results to differ materially from such statements. The
factors are described in the company's SEC reports, including the reports on
Form 10-Q for the quarters ended March 31, 1996 and December 31, 1995 and the
report on Form 10-K for the fiscal year ended September 30, 1995. These
reports can be found on Xircom's web site at www.xircom.com.
