XIRCOM INC
8-K, 1997-10-10
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


                                 October 2, 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)


<PAGE>   2
Item 5.  Other Events.

         The purpose of this Form 8-K is to file a press release issued by
Xircom, Inc. on October 2, 1997 regarding the Company's announcement of the
acquisition of selected assets from Angia Communications, Inc. and a
corresponding one-time charge of $0.07 per share in the fourth quarter of fiscal
1997. 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 October 2, 1997 entitled "Xircom Acquires 
         Selected Assets From Angia Communications, Inc."



                                   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:  October 8, 1997           By: /s/ RANDALL H. HOLLIDAY
                                      -----------------------------
                                      Randall H. Holliday
                                      Secretary and General Counsel




                                INDEX TO EXHIBITS



EXHIBIT
NUMBER           DESCRIPTION
- -------          -----------
  99.1           Press Release dated October 2, 1997 entitled "Xircom Acquires 
                 Selected Assets From Angia Communications, Inc."



<PAGE>   1
                                                                    EXHIBIT 99.1


FOR IMMEDIATE RELEASE

Xircom Acquires Selected Assets From Angia Communications, Inc.
Company to Take an Additional One-Time Charge of $.07 in the September Quarter

THOUSAND OAKS, CALIF., OCTOBER 2, 1997 -- Xircom, Inc. (Nasdaq: XIRC), the world
leader in connectivity solutions for mobile professionals, today announced the
acquisition of selected assets of Angia Communications, Inc., a Salt Lake City
based developer and manufacturer of PC Card products. The purchase includes
certain inventories and manufacturing equipment as well as intangible and
intellectual property.

        "This transaction is further evidence of Xircom continuing to sharpen
it's focus on the PC Card market," said Dirk Gates, chairman, president and
chief executive officer. "We believe these assets will help accelerate our
already rapid rate of product innovation which, in turn, should help grow our
share in the PC Card space."

        The cost of the acquisition, including the value of in-process research
and development, was $2.5 million. The Company will take a nonrecurring charge
this quarter of $2.2 million, or $.07 per share, related to the in-process
research and development associated with this transaction. The nonrecurring
charge related to this transaction, when combined with the one-time charge and
anticipated operating results announced in September (see release dated
September 11, 1997 "Xircom Announces New Worldwide Sales and Marketing
Organizations and New Speed-Based Distribution Model"), will result in a net
loss of between $.47 and $.57 per share for the fourth quarter of fiscal 1997.


        The above information 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 those projected and
include, but are not limited to, the final determination of revenue, actual
costs and expenses incurred during the quarter, decisions regarding reserves and
allowances made in the normal course of the accounting close for the quarter,
which at this time is not complete, future contingencies related to the Angia
transaction, the actual rate of new product introduction, and actual market
share results. Additional risks are described in the Company's SEC reports on
Form 10-Q for the quarters ended June 30, 1997, March 31, 1997 and December 31,
1996, and the report on Form 10-K for the fiscal year ended September 30, 1996.

        XIRCOM CORPORATE BACKGROUND. Xircom is the leading manufacturer of PC
Card and CardBus communications products for connecting mobile and remote
portable PC users to corporate networks, the Internet, and other online services
from a wide variety of locations. More information about Xircom may be found at
www.xircom.com.

                                      # # #

FOR MORE INFORMATION CONTACT:

Kristi Cushing                                        Craig Rexroad
Xircom Investor Relations                             Manning Selvage & Lee
(805) 376-9300                                        (213) 782-6600
[email protected]
http://www.xircom.com

Xircom is a registered trademark 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
Antwerp, Belgium; and Singapore. Sales: (800) 438-4526. Telephone: (805)
376-9300. Fax: (805) 376-9311.


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