SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 3, 1996
Cascade Communications Corp.
(Exact name of Registrant as specified in its charter)
Delaware 0-24578 04-3099677
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification No.)
5 Carlisle Road
Westford, Massachusetts 01886
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (508) 692-2600
Total number of sequentially numbered pages in this filing, including exhibits
thereto: 6
Exhibit Index Located on Page 4
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Item 5. Other Events
On April 19, 1996, Cascade Communications Corp. ("Cascade") entered
into an Agreement and Plan of Reorganization (the "Merger Agreement") with AN
Acquisition, Corp., a Delaware corporation and wholly owned subsidiary of
Cascade ("Merger Sub"), North Bridge Venture Management Company, Inc., as Seller
Representative, ("North Bridge") and Arris Networks, Inc., a Delaware
corporation ("Arris"). On May 3, 1996, pursuant to the Merger Agreement, and
upon the satisfaction of certain closing conditions, Merger Sub merged (the
"Merger") with and into Arris, with Arris as the surviving corporation and a
wholly owned subsidiary of Cascade. Cascade has agreed to file registration
statements with the Securities and Exchange Commission to effect the
registration of the shares issued or issuable in the transaction.
Upon the closing of the Merger, all of the issued and outstanding
shares of capital stock of Arris was converted into the right to receive shares
of Cascade common stock and all of the outstanding stock options of Arris were
thereby assumed by Cascade. The Merger Agreement provides that the transaction
is to be accounted for as a pooling-of-interests. Cascade agreed to issue a
maximum of 1,709,302 shares of common stock in the transaction (including shares
issuable upon options assumed).
The information contained in the press release of Cascade dated April
22, 1996, attached as Exhibit 99.1 is incorporated herein by this reference. The
information contained in the press release of Cascade dated May 7, 1996,
attached as Exhibit 99.2 is incorporated herein by this reference.
(c) Exhibits.
Exhibit No. Description
99.1 Press release of Cascade dated April 22, 1996.
99.2 Press release of Cascade dated May 7, 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.
Cascade Communications Corp.
(Registrant)
Date: May, 1996
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EXHIBIT INDEX
Page Number in
Sequentially Numbered
Exhibit No. Description Copy
99.1 Press release of Cascade, dated April 22, 1996.
99.2 Press release of Cascade, dated May 7, 1996
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Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact:
Paul E. Blondin Suzanne M. DuLong
Chief Financial Officer Manager, Investor Relations
Cascade Communications Corp.Cascade Communications Corp.
(508) 952-1001 (508) 952-1552
email: [email protected]
Lucia F. Graziano
Manager, Public Relations
Cascade Communications Corp.
508-952-1291
email: [email protected]
CASCADE COMMUNICATIONS AGREES TO ACQUIRE HIGH-END
REMOTE ACCESS TECHNOLOGY
Acquisition of ARRIS Networks, Inc. Aimed at Accelerating Cascade's Development
of a Comprehensive, Carrier Class Remote Access Solution
WESTFORD, MA, April 22, 1996 -- Cascade Communications Corp. (NASDAQ: CSCC), a
worldwide supplier of high-performance, multiservice wide area network (WAN)
switches today announced that the Company has agreed to acquire ARRIS Networks,
Inc. for $145.3 million in common stock. The transaction will be accounted for
as a pooling of interests and is expected to be completed in May, 1996.
ARRIS Networks, a privately owned company based in Westford, Massachusetts, is a
developer of high performance remote access technology for carrier class
networks. ARRIS employs approximately 25 people, primarily in research and
development. Upon completion of the transaction, the ARRIS team will become part
of Cascade's remote access group.
"Cascade enjoys a leading position in the Frame Relay backbone market with
commanding market share in the carrier markets including RBOC's, Competitive
Access Providers and Internet Service Providers. The acquisition of ARRIS is a
continuation of an overall corporate strategy, begun with our HyperPATH(TM) ISDN
solution, to extend the reach of our backbone switching technology to the edge
of the network," said Daniel E. Smith, Cascade's president and chief executive
officer. "Together Cascade and ARRIS will provide a complete end-to-end
solution, achieving a superior linkage between backbone and access products
unmatched in the industry."
One of the world's fastest growing data communications companies and
price/performance leader in Frame Relay, Cascade Communications Corp. of
Westford, Massachusetts is a global provider of wide area networking products
for the public carrier, Internet Service Provider, and enterprise markets.
Cascade delivers multiservice WAN switches and network management solutions that
enable customers to seamlessly integrate existing technologies with ATM for
cost-effective network expansion and investment protection. Cascade's B-STDX
multiservice WAN switches and the Cascade 500 ATM switch offer the highest
scalability and network capacity in the industry. Worldwide, private and public
networks such as BellSouth, GTE, Pacific Bell, US West, LDDS WorldCom, and BT
rely on Cascade products for unparalleled quality of service and
high-performance WAN services.
<PAGE>
EXHIBIT 99.2
FOR IMMEDIATE RELEASE
Contact:
Suzanne M. DuLong Lucia F. Graziano
Manager, Investor Relations Manager, Public Relations
Cascade Communications Corp. Cascade Communications Corp.
(508) 952-1552 (508) 952-1291
email: [email protected] email: [email protected]
CASCADE COMMUNICATIONS COMPLETES ACQUISITION OF ARRIS NETWORKS INC.
High-end Remote Access Technology to be Used in Development of Comprehensive,
Carrier Class Remote Access Solution
WESTFORD, MA, May 7, 1996 -- Cascade Communications Corp. (NASDAQ: CSCC), a
worldwide supplier of high-performance, multiservice wide area network (WAN)
switches today announced that it had completed the acquisition of ARRIS
Networks, Inc. The acquisition, first announced on April 22, will be accounted
for as a pooling of interests.
ARRIS Networks, a privately owned company based in Westford, Massachusetts, is a
developer of high- performance remote access technology for carrier class
networks.
One of the world's fastest growing data communications companies and
price/performance leader in Frame Relay, Cascade Communications Corp. of
Westford, Massachusetts, is a global provider of wide area networking products
for the public carrier, Internet Service Provider, and enterprise markets.
Cascade delivers multiservice WAN switches and network management solutions that
enable customers to seamlessly integrate existing technologies with ATM for
cost-effective network expansion and investment protection. Cascade's B-STDX
multiservice WAN switches and the Cascade 500 ATM switch offer the highest
scalability and network capacity in the industry. Worldwide, private and public
networks such as BellSouth, GTE, Pacific Bell, US West, LDDS WorldCom, and BT
rely on Cascade products for unparalleled quality of service and
high-performance WAN services. For more information about Cascade, please visit
our World Wide Web site http://www.casc.com.
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