XIRCOM INC
8-K, 1997-04-04
COMPUTER COMMUNICATIONS EQUIPMENT
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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


                                 April 3, 1997
                Date of Report (Date of earliest event reported)


                                  XIRCOM, INC.
             (Exact name of registrant as specified in its charter)


      California                      0-19856                95-4421884  
   -----------------              ----------------       -------------------
   (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 March 3, 1997 regarding the finalization of an investment
agreement between Xircom, Inc. and Intel Corporation.  A copy of the press
release is filed herewith as Exhibit 99.1 and is hereby incorporated by
reference to this Item 5.

Item 7.  Financial Statements and Exhibits.

         (c)   Exhibits.

                     99.1 - Press Release dated March 3, 1997 entitled "Xircom
                              Equity Investment From Intel is Finalized"





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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:  April 3, 1997               By: /s/ RANDALL H. HOLLIDAY
                                        ---------------------------------
                                        Randall H. Holliday
                                        Secretary and General Counsel





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                               INDEX TO EXHIBITS



<TABLE>
<CAPTION>
EXHIBIT
NUMBER                     DESCRIPTION
- -------                    -----------
  <S>                    <C>
  99.1                   Press Release dated March 3, 1997 entitled "Xircom
                           Equity Investment From Intel is Finalized"
</TABLE>






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                                                                    EXHIBIT 99.1

    XIRCOM EQUITY INVESTMENT FROM INTEL IS FINALIZED

    Shares Have Been Issued, Funds Transferred and
    Products are Shipping From Xircom to Intel Corporation


    THOUSAND OAKS, CALIF., MARCH 3, 1997 -- Xircom, Inc. (NASDAQ: XIRC), the
    leader in connectivity solutions for mobile professionals, announced today
    that Intel Corporation's equity investment in Xircom, valued at $52
    million, has been completed.

    On January 16, 1997 Xircom reported that it had reached an agreement with
    Intel, in which Intel would purchase a 12.5 percent interest in the
    company's stock (2,516,405 million newly issued shares) and acquire
    warrants to obtain an additional 7.5 percent of the company's stock
    (1,509,903 million shares). This transaction is now finalized.  In
    addition, Xircom has begun shipping products to Intel under a three-year
    technology and OEM agreement, also announced on January 16, 1997.

    "We are pleased to report that this transaction is fully funded and that
    the first products are shipping from Xircom to Intel," said Dirk Gates,
    chairman, president and chief executive officer of Xircom.  "We look
    forward to a long and mutually beneficial relationship."

    Notice to Reader:  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 and
    include, but are not limited to, future shipments under the Intel OEM
    arrangement and introduction and market acceptance of new products.  Other
    additional risks are described in the company's SEC report on Form 10-K for
    the fiscal year ended September 30, 1996.  Investor information may be

                                    - more -





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    found on Xircom's web site at www.xircom.com or on the SEC's EDGAR
    electronic filing database.

    Xircom Corporate Background.  Founded in 1988, 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.  World Wide Web:
    http://www.xircom.com.

                                  #    #    #


    For more information, contact:
    Kristi Cushing
    Xircom, Inc.
    805-376-6968
    [email protected]

    Xircom is a registered trademark of Xircom, Inc.  GlobalACCESS, CreditCard
    Ethernet+Modem, CreditCard Modem, CountrySelect, and Netaccess are
    trademarks of Xircom, Inc.  Other company 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.







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