<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 29, 1997.
REGISTRATION NO. 333-____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CASCADE COMMUNICATIONS CORP.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 04-3099677
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
5 CARLISLE ROAD
WESTFORD, MASSACHUSETTS 01886-3601
(Address of Principal Executive Offices)
--------------------
SAHARA NETWORKS, INC. 1995 STOCK PLAN
(Full Title of the Plan)
--------------------
DANIEL E. SMITH
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CASCADE COMMUNICATIONS CORP.
5 CARLISLE ROAD
WESTFORD, MASSACHUSETTS 01886-3601
(Name and Address of Agent For Service)
(508) 692-2600
(Telephone Number, Including Area Code, of Agent For Service)
--------------------
Copies to:
JOHN A. MELTAUS, ESQ.
Testa, Hurwitz & Thibeault, LLP
High Street Tower
125 High Street
Boston, Massachusetts 02110
(617) 248-7000
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<PAGE> 2
<TABLE>
====================================================================================================================
CALCULATION OF REGISTRATION FEE
====================================================================================================================
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE REGISTRATION FEE(2)
------------------- ------------ -------------- -------------- -------------------
<S> <C> <C> <C>
Cascade Communications
Corp. 276,763 $0.05 $ 13,838.15
Common Stock, 99,708 $0.98 97,713.84
$.001 par value 14,295 $1.96 28,018.20
TOTAL: 390,766 shares $139,570.19 $100.00
====================================================================================================================
<FN>
(1) Based on options to purchase 390,766 shares of Common Stock, $.001 par value (the "Common Stock"), of
Cascade Communications Corp. outstanding as of January 28, 1997 under the Sahara Networks, Inc. 1995 Stock
Plan. All of such shares are issuable upon exercise of outstanding options with fixed exercise prices.
Pursuant to Rule 457(h)(1) of Regulation C under the Securities Act of 1933, as amended (the "Securities
Act"), the aggregate offering price has been computed upon the basis of the price at which the options may
be exercised.
(2) Calculated pursuant to Section 6(b) of the Securities Act.
</TABLE>
This Registration Statement covers an aggregate of 390,766 shares of
Common Stock of Cascade Communications Corp. ("Cascade" or the "Company")
issuable upon exercise of options granted pursuant to the 1995 Stock Plan (the
"Stock Plan") of Sahara Networks, Inc. ("Sahara"). Sahara was acquired by
Cascade on January 28, 1997 pursuant to an Agreement and Plan of Merger and
Reorganization dated January 2, 1997 (the "Merger Agreement"). Pursuant to the
terms of the Merger Agreement, Cascade assumed all of the then outstanding
options granted under the Stock Plan to purchase an aggregate of 1,913,500
shares of common stock, $.01 par value, of Sahara which are convertible into an
aggregate of 390,766 shares of Cascade Common Stock, assuming the exercise of
all outstanding options. No additional options or other rights will be granted
by Cascade under such plan.
- 2 -
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
----------------
The documents containing the information specified in this Item 1 will be
sent or given to employees, directors or others as specified by Rule 428(b)(1).
In accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission") and the instructions to Form S-8, such documents
are not being filed with the Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
-----------------------------------------------------------
The documents containing the information specified in this Item 2 will be
sent or given to employees as specified by Rule 428(b)(1). In accordance with
the rules and regulations of the Commission and the instructions to Form S-8,
such documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
---------------------------------------
The following documents filed with the Commission are incorporated by
reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 30, 1996.
(c) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 29, 1996.
(d) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 28, 1996.
(e) The Company's Current Reports on Form 8-K dated February 27, 1996,
May 3, 1996, May 30, 1996, July 11, 1996, and January 16, 1997.
(f) The description of the Company's Common Stock, $.001 par value per
share, contained in Cascade's Registration Statement on Form 8-A
filed pursuant to Section 12(g) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), on July 26, 1994.
All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered herein have been sold or which deregisters all securities then
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<PAGE> 4
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
-------------------------
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
-------------------------------------
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
Article EIGHT of the Registrant's Amended and Restated Certificate of
Incorporation provides that no director of the Registrant shall be personally
liable to the Registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director notwithstanding any provision of law imposing such
liability, except, to the extent provided by applicable law (i) for any breach
of the director's duty of loyalty to the Registrant or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) under Section 174 of the General
Corporation Law of the State of Delaware, or (iv) for any transaction from which
the director derived an improper personal benefit. If the General Corporation
Law of the State of Delaware is amended hereafter to authorize corporation
action further eliminating or limiting the personal liability of directors, then
the liability of a director of the Registrant shall be eliminated or limited to
the fullest extent permitted by the General Corporation Law of the State of
Delaware, as so amended. No amendment or repeal of Article EIGHT shall apply to
have any effect on the liability or alleged liability of any director for or
with respect to any acts or omissions of such director occurring prior to such
amendment or repeal.
Article TENTH of the Registrant's Amended and Restated Certificate of
Incorporation provides that the Registrant shall, to the maximum extent
permitted from time to time under the laws of the State of Delaware, indemnify
and upon request shall advance expenses to any person who is or was a party or
is threatened to be made a party to any threatened, pending or completed action,
suit, proceeding or claim, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was or has agreed to be a
director or officer of the Registrant or while a director or officer is or was
serving at the request of the Registrant as a director, officer, partner,
trustee, employee or agent of any corporation, partnership, joint venture, trust
or other enterprise, including service with respect to employee benefit plans,
against any and all expenses (including attorney's fees and expenses),
judgments, fines, penalties and amounts paid in settlement or incurred in
connection with the investigation, preparation to defend or defense of such
action, suit, proceeding or claim; PROVIDED, HOWEVER, that the foregoing shall
not require the Registrant to indemnify or advance expenses to any person in
connection with any action, suit, proceeding, claim or counterclaim initiated by
or on behalf of such person. Such indemnification shall not be exclusive of
other indemnification rights arising under any by-law, agreement, vote of
directors or stockholders or otherwise and shall inure to the benefit of the
heirs and legal representatives of such person. Any repeal or modification of
Article TENTH shall not adversely affect any right or protection of a director
or officer of the Registrant existing at the time of such repeal or
modification.
Article ELEVENTH of the Registrant's Amended and Restated Certificate of
Incorporation further provides that in addition to the vote of the holders of
any class or series of stock of the Registrant required by law or by the Amended
and Restated Certificate of Incorporation, but in addition to any vote of the
holders of any class or series of stock of the Corporation required by law, the
Amended and
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<PAGE> 5
Restated Certificate of Incorporation or a Certificate of Designation with
respect to a series of Preferred Stock, the affirmative vote of the holders of
shares of voting stock of the Registrant representing at least seventy-five
percent (75%) of the voting power of all of the then outstanding shares of the
capital stock of the Registrant entitled to vote generally in the election of
directors, voting together as a single class, shall be required to amend or
repeal, or adopt any provision inconsistent with Article EIGHTH, TENTH or
ELEVENTH of the Amended and Restated Certificate of Incorporation.
The Company has obtained directors and officers liability insurance for
the benefit of its directors and certain of its officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
Not applicable.
<TABLE>
ITEM 8. EXHIBITS
--------
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<S> <C>
Exhibit 4.1* Amended and Restated Certificate of Incorporation of the Registrant (filed as
Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 (File No.
33-79330) and incorporated herein by reference).
Exhibit 4.2* Certificate of Amendment of Amended and Restated Certificate of Incorporation of
the Registrant (filed as Exhibit 4.2 to the Registrant's Registration Statement on
Form S-8 (File No. 333-06417) and incorporated herein by reference).
Exhibit 4.3* Amended and Restated By-laws of the Registrant (filed as Exhibit 3.2 to the
Registrant's Registration Statement on Form S-1 (File No. 33-79330) and
incorporated herein by reference).
Exhibit 4.4* Specimen stock certificate representing the Common Stock of the Registrant (filed
as Exhibit 4.1 to the Registrant's Registration Statement on Form S-1 (File No.
33-79330) and incorporated herein by reference).
Exhibit 4.5 Sahara Networks, Inc. 1995 Stock Plan.
Exhibit 5.1 Opinion of Testa, Hurwitz & Thibeault, LLP.
Exhibit 23.1 Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1).
Exhibit 23.2 Consent of Coopers & Lybrand L.L.P.
Exhibit 24.1 Power of Attorney (found on page 8 of this Registration Statement).
<FN>
---------------
*Previously filed
</TABLE>
-5-
<PAGE> 6
Item 9. Undertakings.
------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
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<PAGE> 7
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
-7-
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Cascade Communications Corp., certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the Westford, Commonwealth of
Massachusetts on this 29th day of January, 1997.
CASCADE COMMUNICATIONS CORP.
By: /s/ Daniel E. Smith
-------------------------------------
Daniel E. Smith
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose signature
appears below constitutes and appoints, jointly and severally, Daniel E. Smith,
Paul E. Blondin and Frances M. Jewels his or her attorneys-in-fact, each with
the power of substitutions, for him or her in any and all capacities, to sign
any amendments to this Registration Statement on Form S-8 (including any
post-effective amendments), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his or her substitute or substitutes, may do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Daniel E. Smith President, Chief Executive Officer January 29, 1997
- ------------------------- and Director
Daniel E. Smith
/s/ Paul E. Blondin Vice President of Finance and January 29, 1997
- ------------------------- Administration, and Chief Financial
Paul E. Blondin Officer, Treasurer and Secretary
(Principle Financial and Accounting
Officer)
/s/ Victoria A. Brown Director January 29, 1997
- -------------------------
Victoria A. Brown
/s/ Gururaj Deshpande Director January 29, 1997
- -------------------------
Gururaj Deshpande
/s/ Richard M. Burnes, Jr. Director January 29, 1997
- --------------------------
Richard M. Burnes, Jr.
</TABLE>
-8-
<PAGE> 9
/s/ Bruns H. Grayson Director January 29, 1997
- -------------------------
Bruns H. Grayson
/s/ Paul J. Ferri Director January 29, 1997
- -------------------------
Paul J. Ferri
/s/ Steven Walske Director January 29, 1997
- -------------------------
Steven Walske
<PAGE> 10
<TABLE>
INDEX TO EXHIBITS
<CAPTION>
Exhibit Sequentially
Number Exhibit Numbered Page
------ ------- -------------
<S> <C>
Exhibit 4.1* Amended and Restated Certificate of Incorporation of the
Registrant (filed as Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1 (File No. 33-79330) and
incorporated herein by reference).
Exhibit 4.2* Certificate of Amendment of Amended and Restated
Certificate of Incorporation of the Registrant (filed as
Exhibit 4.2 to the Registrant's Registration Statement on
Form S-8 (File No. 333-06417) and incorporated herein by
reference).
Exhibit 4.3* Amended and Restated By-laws of the Registrant (filed as
Exhibit 3.2 to the Registrant's Registration Statement on
Form S-1 (File No. 33-79330) and incorporated herein by
reference).
Exhibit 4.4* Specimen stock certificate representing the Common
Stock of the Registrant (filed as Exhibit 4.1 to the
Registrant's Registration Statement on Form S-1 (File No.
33-79330) and incorporated herein by reference).
Exhibit 4.5 Sahara Networks, Inc. 1995 Stock Plan.
Exhibit 5.1 Opinion of Testa, Hurwitz & Thibeault, LLP.
Exhibit 23.1 Consent of Testa, Hurwitz & Thibeault, LLP (included in
Exhibit 5.1).
Exhibit 23.2 Consent of Coopers & Lybrand L.L.P.
Exhibit 24.1 Power of Attorney (found on page 8 of this Registration
Statement).
<FN>
- -----------
*Previously filed
</TABLE>
<PAGE> 1
EXHIBIT 4.5
-----------
SAHARA NETWORKS, INC.
1995 STOCK PLAN
SECTION 1. PURPOSE.
- --------- -------
The purpose of the 1995 Stock Plan (the "Plan") is to secure for Sahara
Networks, Inc. (the "Company"), its parent (if any) and any subsidiaries of the
Company (collectively the "Related Corporations") the benefits arising from
capital stock ownership and the receipt of capital stock-based incentives by
those employees, directors, officers and consultants of the Company and any
Related Corporations who will be responsible for the Company's future growth and
continued success.
The Plan will provide a means whereby (a) employees of the Company and
any Related Corporations may purchase stock in the Company pursuant to options
which qualify as "incentive stock options" ("Incentive Stock Options") under
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"); (b)
directors, employees and consultants of the Company and any Related Corporations
may purchase stock in the Company pursuant to options granted hereunder which do
not qualify as Incentive Stock Options ("Non-Qualified Options"); (c) directors,
employees and consultants of the Company and any Related Corporations may be
awarded stock in the Company ("Awards"); (d) directors, employees and
consultants of the Company and any Related Corporations may make direct
purchases of stock in the Company ("Purchases"); and (e) directors, employees
and consultants of the Company and any Related Corporations may receive stock
appreciation rights ("SARs"). (An SAR is the right to receive, without payment,
an amount equal to the excess, if any, of the fair market value of a share of
Common Stock on the date of exercise over the grant price, which amount will be
multiplied by the number of shares with respect to which the SARs shall have
been exercised.) Both Incentive Stock Options and Non-Qualified Options are
referred to hereafter individually as an "Option" and collectively as "Options."
As used herein, the terms "parent" and "subsidiary" mean "parent corporation"
and "subsidiary corporation" as those terms are defined in Section 424 of the
Code. Options, Awards, Purchases and SARs are referred to hereafter individually
as a "Plan Benefit" and collectively as "Plan Benefits."
SECTION 2. ADMINISTRATION.
- --------- --------------
2.1 BOARD OF DIRECTORS AND THE COMMITTEE. The Plan will be administered
by the Board of Directors of the Company whose construction and interpretation
of the terms and provisions hereof shall be final and conclusive. Any director
to whom a Plan Benefit is awarded shall be ineligible to vote upon his or her
Plan Benefit, but Plan Benefits may be granted to any such director in
accordance with Section 2.2. The Board of Directors may in its sole discretion
grant Options, issue shares upon exercise of such Options, grant Awards, approve
Purchases and
<PAGE> 2
grant SARs, upon the affirmative vote of the members of the Board of Directors
present at a meeting where a quorum is present or upon the unanimous consent of
the Board of Directors, all as provided in the Plan. The Board of Directors
shall have authority, subject to the express provisions of the Plan, to construe
the Plan and its related agreements, to prescribe, amend and rescind rules and
regulations relating to the Plan, to determine the terms and provisions of the
respective Option, Award, Purchase and SAR agreements, which need not be
identical, and to make all other determinations in the judgment of the Board of
Directors necessary or desirable for the administration of the Plan. The Board
of Directors may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any related agreement in the manner and to the
extent it shall deem expedient to carry the Plan into effect and it shall be the
sole and final judge of such expediency. No director shall be liable for any
action or determination made in good faith. The Board of Directors may delegate
any or all of its powers under the Plan to a Compensation Committee or other
committee (the "Committee") appointed by the Board of Directors comprised solely
by two or more members. If the Committee is so appointed, all references to the
Board of Directors herein shall mean and relate to such Committee, unless the
context otherwise requires. In the event such regulations or rules become
applicable, members of the Committee shall at all times be: (i) "outside
directors" as that term is defined in Prop. Treas. Reg. [Section]1.162-27(e)(3)
(or any successor regulation); and (ii) "disinterested persons" within the
meaning of Rule 16b-3 (or any successor rule) under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), as such terms are interpreted from
time to time.
2.2 PARTICIPATION BY PERSONS SUBJECT TO SECTION 16 OF THE EXCHANGE ACT.
With respect to participation in the Plan of any director, officer or
stockholder who is subject to Section 16 of the Exchange Act, his or her
selection as a participant and the number of Option, Award or Purchase shares or
SARs to be allocated to such person shall be determined either (i) by the Board
of Directors, all of which shall be "disinterested persons" or (ii) by, or only
in accordance with, the recommendations of the Committee, if so appointed.
2.3 COMPLIANCE WITH SECTION 162(m) OF THE CODE. Section 162(m) of the
Code, added by the Omnibus Budget Reconciliation Act of 1993, generally limits
the tax deductibility to publicly held companies of compensation in excess of
$1,000,000 paid to certain "covered employees" ("Covered Employees"). If Section
162(m) of the Code becomes applicable, it is the Company's intention to preserve
the deductibility of such compensation to the extent it is reasonably
practicable and to the extent it is consistent with the Company's compensation
objectives. For purposes of this Plan, Covered Employees of the Company shall be
those employees of the Company described in Section 162(m)(3) of the Code.
SECTION 3. ELIGIBILITY.
- --------- -----------
3.1 INCENTIVE STOCK OPTIONS. Employees of the Company or of any Related
Corporation shall be eligible to receive Incentive Stock Options pursuant to the
Plan; provided that no person shall be granted any Incentive Stock Option under
the Plan who, at the time such Option is granted, owns, directly or indirectly,
Common Stock of stock of the Company possessing more than 10% of the total
combined voting power of all classes of the Company or of its Related
Corporations, unless the requirements of Section 6.6(b) hereof are satisfied. In
<PAGE> 3
determining whether this 10% threshold has been reached, the stock attribution
rules of Section 424(d) of the Code shall apply. Directors who are not regular
employees are not eligible to receive Incentive Stock Options.
3.2 NON-QUALIFIED OPTIONS, AWARDS, PURCHASES AND SARs. Non-Qualified
Options, Awards, authorizations to make Purchases and SARs may be granted to any
director (whether or not an employee), officer, employee of consultant of the
Company or any Related Corporation.
3.3 GENERALLY. The Board of Directors may take into consideration a
recipient's individual circumstances in determining whether to grant an
Incentive Stock Option, a Non-Qualified Option, an Award or an SAR or to approve
a Purchase. Granting of any Option or Award or SAR or approval of any Purchase
for any individual or entity shall neither entitle that individual or entity to,
nor disqualify that individual or entity from, participation in any other grant
of Options or Awards or SARs to authorizations to make Purchases.
SECTION 4. STOCK SUBJECT TO PLAN.
- --------- ---------------------
Subject to adjustment as provided in Sections 10 and 11 hereof, the
maximum number of shares of the Company's Common Stock, $.01 par value, which
will be reserved for issuance, and in respect of which Options or Awards or SARs
may be granted or Purchases approved pursuant to the provisions of the Plan,
shall not exceed in the aggregate 1,536,000 shares. Shares available under the
Plan may be authorized and unissued or treasury shares. If an Option or SAR
granted hereunder shall expire or terminate for any reason without having been
exercised in full, or if the Company shall reacquire any unvested shares issued
pursuant to Awards or Purchases, the unpurchased shares or expired or terminated
SAR shares subject thereto and any unvested shares so reacquired shall again be
available for subsequent grants of Options, SARs and Awards and for Purchases
under the Plan. Stock issued pursuant to the Plan may be subject to such
restrictions on transfer, repurchase rights or other restrictions as shall be
determined by the Board of Directors.
SECTION 5. GRANTING OF OPTIONS, AWARDS AND SARS AND APPROVALS OF PURCHASES.
- --------- ---------------------------------------------------------------
Options, Awards and SARs may be granted and Purchases may be approved
under the Plan at any time after approval of the Plan by the stockholders of the
Company and prior to August 24, 2005. The date of grant of an Option, Award or
SAR or approval of a Purchase under the Plan will be the date specified by the
Board of Directors at the time the Board of Directors grants such Option, Award
or SAR or approves such Purchase; provided, however, that such date shall not be
prior to the date on which the Board of Directors takes such action. The Board
of Directors shall have the right, with the consent of an optionee, to convert
an Incentive Stock Option granted under the Plan to a Non-Qualified Option
pursuant to Section 6.7.
<PAGE> 4
SECTION 6. SPECIAL PROVISIONS APPLICABLE TO OPTIONS AND SARs.
- --------- -------------------------------------------------
6.1 PURCHASE PRICE AND SHARES SUBJECT TO OPTIONS AND SARs.
-----------------------------------------------------
(a) The purchase price per share of stock deliverable upon the
exercise of an Option shall be determined by the Board of Directors, PROVIDED,
HOWEVER, that (i) in the case of an Incentive Stock Option, the exercise price
shall not be less than 100% of the fair market value of such stock on the date
the option is granted (except as modified in Section 6.6(b) hereof), and (ii) in
the case of a Non-Qualified Option, the exercise price shall not be less than
50% of the fair market value of such stock on the day such Option is granted.
(b) Options granted under the Plan may provide for the payment
of the exercise price by delivery of (i) cash or a check payable to the order of
the Company in an amount equal to the exercise price of such Options, (ii)
shares of Common Stock of the Company owned by the optionee having a fair market
value equal in amount to the exercise price of the Options being exercised, or
(iii) any combination of (i) and (ii). The fair market value of any shares of
the Company's Common Stock which may be delivered upon exercise of an Option
shall be determined by the Board of Directors.
(c) If, at the time an Option is granted under the Plan, the
Company's Common Stock is publicly traded, "fair market value" shall be
determined as of the last business day for which the prices or quotes discussed
in this sentence are available prior to the date such Option is granted (the
"Determination Date") and shall mean (i) the average (on the Determination Date)
of the high and low prices of the Common Stock on the principal national
securities exchange on which the Common Stock is traded, if such Common Stock is
then traded on a national securities exchange; (ii) the last reported sale price
(on the Determination Date) of the Common Stock on the Nasdaq National Market
System, if the Common Stock is not then traded on a national securities
exchange; or (iii) the closing bid price (or average of bid prices) last quoted
(on the Determination Date) by an established quotation service for
over-the-counter securities, if the Common Stock is not reported on the Nasdaq
National Market System. However, if the Common Stock is not publicly traded at
the time an Option is granted under the Plan, "fair market value" shall be
deemed to be the fair value of the Common Stock as determined by the Board of
Directors after taking into consideration all factors which it deems
appropriate, including, without limitation, recent sale and offer prices of the
Common Stock in private transactions negotiated at arm's length.
(d) The maximum number of shares with respect to which Options
or SARs may be granted to any employee, including any cancellations or
repricings which may occur, shall be limited to 500,000 shares in any calendar
year.
6.2 DURATION OF OPTIONS AND SARS. Subject to Section 6.6(b)
hereof, each Option and SAR and all rights thereunder shall be expressed to
expire on such date as the Board of Directors may determine, but in no event
later than ten years from the day on which the Option or SAR is granted and
shall be subject to earlier termination as provided herein.
<PAGE> 5
6.3 EXERCISE OF OPTIONS AND SARs.
----------------------------
(a) Subject to Section 6.6(b) hereof, each Option and SAR
granted under the Plan shall be excercisable at such time or times and during
such period as shall be set forth in the instrument evidencing such Option or
SAR; provided that in no event may an Option or SAR be exercisable prior to six
(6) months from the date of grant. To the extent that an Option or SAR is not
exercised by an optionee or recipient when it becomes initially exercisable, it
shall not expire but shall be carried forward and shall be exercisable, on a
cumulative basis, until the expiration of the exercise period. No partial
exercise may be for less than ten (10) full shares of Common Stock (or its
equivalent).
(b) The Board of Directors shall have the right to accelerate
the date of exercise of any installments of any Option or SAR; provided that the
Board of Directors shall not accelerate the exercise date of any installment of
any Option granted to any employee as an Incentive Stock Option (and not
previously converted into a Non-Qualified Option pursuant to Section 6.7) if
such acceleration would violate the annual vesting limitation contained in
Section 422(d)(1) of the Code, which provides generally that the aggregate fair
market value (determined at the time the Option is granted) of the stock with
respect to which Incentive Stock Options granted to any employee are exercisable
for the first time by such employee during any calendar year (under all plans of
the company and any Related Corporations) shall not exceed $100,000.
6.4 NON-TRANSFERABILITY OF OPTIONS AND SARs.
---------------------------------------
No Option or SAR granted under the Plan shall be assignable or
transferable by the optionee or recipient, either voluntarily or by operation of
law, except by will or the laws of descent and distribution or, with respect to
Non-Qualified Options and SARs, pursuant to a qualified domestic relations order
as defined by the Code or Title I of the Employee Retirement Income Security Act
("ERISA") or the rules promulgated thereunder. During the life of the optionee
or recipient, the Option or SAR shall be exercisable only by him or her. If any
optionee or recipient should attempt to dispose of or encumber his or her
Options or SARs, his or her interest in such Options or SARs shall terminate.
6.5 EFFECT OF TERMINATION OF EMPLOYMENT OR DEATH.
--------------------------------------------
(a) If an optionee or recipient ceases to be employed by the
Company or a Related Corporation for any reason, including retirement but other
than death, any Option or SAR granted to such optionee or recipient under the
Plan shall immediately terminate; provided, however, that any portion of such
Option or SAR which was otherwise exercisable on the date of termination of the
optionee's or recipient's employment may be exercised within the three-month
period following the date on which the optionee or recipient ceased to be so
employed, but in no event after the expiration of the exercise period. Any such
exercise may be made only to the extent of the number of shares subject to the
Option or SAR which were purchasable or exercisable on the date of such
termination of employment. If the optionee or recipient dies during such
three-month period, the Option or SAR shall be exercisable by the optionee's or
<PAGE> 6
recipient's personal representatives, heirs or legatees to the same extent and
during the same period that the optionee or recipient could have exercised the
Option or SAR on the date of his or her death.
(b) If the optionee or recipient dies while an employee of the
Company or any Related Corporation, any Option or SAR granted to such optionee
under the Plan shall be exercisable by the optionee's or recipient's personal
representatives, heirs or legatees, for the purchase of or exercise relative to
that number of shares and to the same extent that the optionee or recipient
could have exercised the Option or SAR on the date of his or her death. The
Option or SAR or any unexercised portion thereof shall terminate unless so
exercised prior to the earlier of the expiration of six months from the date of
such death or the expiration of the exercise period.
6.6 DESIGNATION OF INCENTIVE STOCK OPTIONS; LIMITATIONS.
---------------------------------------------------
Options granted under the Plan which are intended to be Incentive Stock
Options qualifying under Section 422 of the Code shall be designated as
Incentive Stock Options and shall be subject to the following additional terms
and conditions.
(a) Dollar Limitation. The aggregate fair market value
(determined at the time the option is granted) of the Common Stock for which
Incentive Stock Options are exercisable for the first time during any calendar
year by any person under the Plan (and all other incentive stock option plans of
the Company and any Related Corporations) shall not exceed $100,000. In the
event that Section 422(d)(1) of the Code is amended to alter the limitation set
forth therein so that following such amendment such limitation shall differ from
the limitation set forth in this Section 6.6(a), the limitation of this Section
6.6(a) shall be automatically adjusted accordingly.
(b) 10% Stockholder. If any employee to whom an Incentive
Stock Option is to be granted pursuant to the provisions of the Plan is on the
date of grant the owner of stock possessing more than 10% of the total combined
voting power of all classes of stock of the Company or any Related Corporations,
then the following special provisions shall be applicable to the Incentive Stock
Option granted to such individual:
(i) The option price per share of the Common Stock
subject to such Incentive Stock Option shall not be less than
110% of the fair market value of one share of Common Stock on
the date of grant; and
(ii) The option exercise period shall not exceed five
years from the date of grant.
In determining whether the 10% threshold has been reached, the stock attribution
rules of Section 424(d) of the Code shall apply.
<PAGE> 7
(c) Except as modified by the preceding provisions of this
Section 6.6, all of the provisions of the Plan shall be applicable to Incentive
Stock Options granted hereunder.
6.7 CONVERSION OF INCENTIVE STOCK OPTIONS INTO NON-QUALIFIED
OPTIONS; TERMINATION OF INCENTIVE STOCK OPTIONS. The Board of Directors, at the
written request of any optionee, may in its discretion take such actions as may
be necessary to convert such optionee's Incentive Stock Options (or any
installments or portions of installments thereof) that have not been exercised
on the date of conversion into Non-Qualified Options at any time prior to the
expiration of such Incentive Stock Options, regardless of whether the optionee
is an employee of the Company or a Related Corporation at the time of such
conversion. Such actions may include, but not be limited to, extending the
exercise period or reducing the exercise price of the appropriate installments
of such Options. At the time of such conversion, the Board of Directors (with
the consent of the optionee) may impose such conditions on the exercise of the
resulting Non-Qualified Options as the Board of Directors in its discretion may
determine, provided that such conditions shall not be inconsistent with the
Plan. Nothing in the Plan shall be deemed to give any optionee the right to have
such optionee's Incentive Stock Options converted into Non-Qualified Options,
and no such conversion shall occur until and unless the Board of Directors takes
appropriate action. The Board of Directors, with the consent of the optionee,
may also terminate any portion of any Incentive Stock Option that has not been
exercised at the time of such termination.
6.8 STOCK APPRECIATION RIGHTS.
-------------------------
The grant of SARs under the Plan shall be subject to the following
terms and conditions and shall contain such additional terms and conditions, not
inconsistent with the express terms of the Plan, as the Board of Directors shall
deem desirable:
(a) Grant. SARs may be granted in tandem with, in addition to
or completely independent of any Plan Benefit.
(b) Grant Price. The grant price of an SAR may be the fair
market value of a share of Common Stock on the date of grant or such other price
as the Board of Directors may determine.
(c) Exercise. An SAR may be exercised by a recipient in
accordance with procedures established by the Board of Directors or as otherwise
provided in any agreement evidencing any SARs, except that in no event shall an
SAR be exercisable with the first six (6) months after the date of grant. The
Board of Directors may provided that an SAR shall be automatically exercised on
one or more specified dates.
(d) Form of Payment. Payment upon exercise of an SAR may be
made in cash, in shares of Common Stock or any combination thereof, as the Board
of Directors shall determine.
<PAGE> 8
(e) Fair Market Value. Fair market value shall be determined
in accordance with Section 6.1(c) with the "Determination Date" being the date
of grant or the date of exercise of any SAR, as applicable.
6.9 RIGHTS AS A STOCKHOLDER.
-----------------------
The holder of an Option or SAR shall have no rights as a stockholder
with respect to any shares covered by the Option or SAR until the date of issue
of a stock certificate to him or her for shares of Common Stock. Except as
otherwise expressly provided in the Plan, no adjustment shall be made for
dividends or other rights for which the record date is prior to the date such
stock certificate is issued.
6.10 SPECIAL PROVISIONS APPLICABLE TO NON-QUALIFIED OPTIONS AND
----------------------------------------------------------
SARS GRANTED TO COVERED EMPLOYEES.
---------------------------------
In the event Section 162(m) of the Code becomes applicable, in order
for the full value of Non-Qualified Options and SARs granted to Covered
Employees to be deductible by the Company for federal income tax purposes, the
Company may intend for such Non-Qualified Options and SARs to be treated as
"qualified performance-based compensation" as described in Prop. Treas. Reg.
[Section]1.162-27(e) (or any successor regulation). In such case, Non-Qualified
Options and SARs granted to Covered Employees shall be subject to the following
additional requirements:
(a) such options and rights shall be granted only by the
Committee; and
(b) the exercise price of such Options and the grant price of
such SARs granted shall in no event be less than the fair market value of the
Common Stock as of the date of grant of such Options or SARs.
SECTION 7. SPECIAL PROVISIONS APPLICABLE TO PURCHASES.
------------------------------------------
All approvals of Purchases which provide that the Company has a right
to repurchase the shares subject to such Purchase (the "Restricted Shares")
shall be subject to the terms and conditions set forth in the related agreement
(the "Stock Restriction Agreement") approved by the Board of Directors, and
shall be subject to the other terms and conditions of this Section 7.
7.1 CONDITIONS. All approvals of Purchases shall be subject to
the following conditions:
(a) Prior to the issuance and transfer of Restricted Shares,
the purchaser shall pay to the Company the purchase price (the "Purchase Price")
of the Restricted Shares in cash or in such other manner as shall be as approved
by the Board of Directors.
(b) Restricted Shares issued and transferred to a purchaser
may, if required by the Board of Directors, be deposited with the Treasurer or
other officer of the Company
<PAGE> 9
designated by the Board of Directors to be held until the lapse of the
restrictions upon such Restricted Shares, and each purchaser shall execute and
deliver to the Company stock powers enabling the Company to exercise its rights
hereunder.
(c) Certificates for Restricted Shares shall, if the Company
shall deem it advisable, bear a legend to the effect that they are issued
subject to specified restrictions.
(d) Certificates representing the Restricted Shares shall be
registered in the name of the purchaser and shall be owned by such purchaser.
Such purchaser shall be the holder of record of such Restricted Shares for all
purposes, including voting and receipt of dividends paid with respect to such
Restricted Shares.
7.2 NON-TRANSFERABILITY. A purchaser's Restricted Shares may not
be sold, assigned, transferred, alienated, commuted, anticipated, or otherwise
disposed of (except, subject to the provisions of such purchaser's Stock
Restriction Agreement, by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by the Code or Title
I of ERISA or the rules promulgated thereunder), or pledged or hypothecated as
collateral for a loan or as security for the performance of any obligation, or
be otherwise encumbered, and are not subject to attachment, garnishment,
execution or other legal or equitable process, prior to the lapse of
restrictions on such Restricted Shares, and any attempt at action in
contravention of this Section shall be null and void. If any purchaser should
attempt to dispose of or encumber his or her Restricted Shares prior to the
lapse of the restrictions imposed on such Restricted Shares, his or her interest
in the Restricted Shares awarded to him or her shall terminate. In addition to
the foregoing restrictions, a purchaser may not dispose of Restricted Shares
prior to six (6) months from the date of purchase, and the certificate(s)
evidencing such shares shall bear a legend to that effect.
SECTION 8. SPECIAL PROVISIONS APPLICABLE TO AWARDS.
- --------- ---------------------------------------
A recipient of an Award may not transfer the shares of Common Stock
received pursuant to such Award for a period of six (6) months from the date of
grant of such Award, and the certificate(s) evidencing such shares shall bear a
legend to that effect.
SECTION 9. REQUIREMENTS OF LAW.
- --------- -------------------
9.1 VIOLATIONS OF LAW. No shares shall be issued and delivered upon
exercise of any Option or the making of any Award or Purchase or the payment of
any SAR unless and until, in the opinion of counsel for the Company, any
applicable registration requirements of the Securities Act of 1933, any
applicable listing requirements of any national securities exchange on which
stock of the same class is then listed, and any other requirements of law or of
any regulatory bodies having jurisdiction over such issuance and delivery, shall
have been fully complied with. Each optionee, grantee and purchaser may, by
accepting an Option or Award or SAR or making a Purchase, be required to
represent and agree in writing, for himself or herself and for his or her
transferees by will or the laws of descent and distribution, that the stock
<PAGE> 10
acquired by him, her or them is being acquired for investment. The requirement
for any such representation may be waived at any time by the Board of Directors.
9.2 COMPLIANCE WITH RULE 16b-3. This Plan is intended, if necessary, to
qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the
extent any provision of the Plan does not comply with the requirements of Rule
16b-3, it shall be deemed inoperative to the extent permitted by law and deemed
advisable by the Board of Directors and shall not affect the validity of the
Plan. In the event Rule 16b-3 is revised or replaced, the Board of Directors may
exercise discretion to modify this Plan in any respect necessary to satisfy the
requirements of the revised exemption or its replacement.
SECTION 10. RECAPITALIZATION.
- ---------- ----------------
In the event that dividends are payable in Common Stock of the Company
or in the event there are splits, sub-divisions or combinations of shares of
Common Stock of the Company, the number of shares available under the Plan shall
be increased or decreased proportionately, as the case may be, and the number of
shares deliverable upon the exercise thereafter of any Option previously granted
shall be increased or decreased proportionately, as the case may be, without
change in the aggregate purchase price, and the number of shares to which
granted SARs relate shall be increased or decreased proportionately, as the case
may be, and the grant price of such SARs shall be decreased or increased
proportionately, as the case may be.
SECTION 11. REORGANIZATION.
- ---------- --------------
In case the Company is merged or consolidated with another corporation
and the Company is not the surviving corporation, or, in case the property or
stock of the Company is acquired by any other corporation, or in case of a
reorganization or liquidation of the Company, the Board of Directors of the
Company, or the board of directors of any corporation assuming the obligations
of the Company hereunder, shall, as to outstanding Options and SARs, (i) make
appropriate provision for the protection of any such outstanding Options and
SARs by the substitution on an equitable basis of appropriate stock of the
Company or of the merged, consolidated or otherwise reorganized corporation
which will be issuable or exercisable in respect of the shares of Common Stock
of the Company, provided only that the excess of the aggregate fair market value
of the shares subject to the Options and SARs immediately after such
substitution over the purchase or grant price thereof is not more than the
excess of the aggregate fair market value of the shares subject to such Options
or SARs immediately before such substitution over the purchase or grant price
thereof, (ii) upon written notice to the optionees or recipients, provide that
all unexercised Options and SARs must be exercised within a specified number of
days of the date of such notice or such Options and SARs will be terminated, or
(iii) upon written notice to the optionees or recipients, provide that the
Company or the merged, consolidated or otherwise reorganized corporation shall
have the right, upon the effective date of any such merger, consolidation, sale
or assets or reorganization, to purchase all Options and SARs held by each
optionee or recipient and unexercised as of that date at an amount equal to the
aggregate fair market value on such date of the shares subject to the Options
and SARs held by such optionee or recipient over the aggregate purchase or grant
price therefor, such amount to be
<PAGE> 11
paid in cash or, if stock of the merged, consolidated or otherwise reorganized
corporation is issuable in respect of the shares of the Common Stock of the
Company, then, in the discretion of the Board of Directors, in stock of such
merged, consolidated or otherwise reorganized corporation equal in fair market
value to the aforesaid amount. In any such case the Board of Directors shall, in
good faith, determine fair market value and may, in its discretion, advance the
lapse of any waiting or installment periods and exercise dates.
SECTION 12. NO SPECIAL EMPLOYMENT RIGHTS.
- ---------- ----------------------------
Nothing contained in the Plan or in any Plan Benefit documentation
shall confer upon any optionee or recipient or purchaser of any Plan Benefit any
right with respect to the continuation of his or her employment by the Company
(or any Related Corporation) or interfere in any way with the right of the
Company (or any Related Corporation), subject to the terms of any separate
employment agreement to the contrary, at any time to terminate such employment
or to increase or decrease the compensation of the optionee, recipient or
purchaser from the rate in existence at the time of the grant of any Plan
Benefit. Whether an authorized leave of absence, or absence in military or
government service, shall constitute termination of employment shall be
determined by the Board of Directors.
SECTION 13. AMENDMENT OF THE PLAN.
- ---------- ---------------------
The Board of Directors may at any time and form time to time modify or
amend the Plan in any respect, except that without the approval of the
stockholders of the Company, the Board of Directors may not (a) materially
increase the benefits accruing to individuals who participate in the Plan, (b)
materially increase the maximum number of shares of stock which may be issued
under the Plan (except for permissible adjustments provided in the Plan) or (c)
materially modify the requirements as to eligibility for participation in the
Plan. The termination or any modification or amendment of the Plan shall not,
without the consent of an optionee, recipient or purchaser of any Plan Benefit,
affect his or her rights under any Plan Benefit previously granted. With the
consent of the affected optionee, recipient or purchaser of any Plan Benefit,
the Board of Directors may amend outstanding agreements relating to Plan
Benefits, in a manner not inconsistent with the Plan. The Board of Directors
hereby reserves the right to amend or modify the terms and provisions of the
Plan and of any outstanding Options to the extent necessary to qualify any or
all Options under the Plan for such favorable federal income tax treatment
(including deferral of taxation upon exercise) as may be afforded incentive
stock options under Section 422 of the Code, provided, however, that the consent
of an optionee is required if such amendment or modification would cause
unfavorable income tax treatment for such optionee.
SECTION 14. WITHHOLDING.
- ---------- -----------
The Company's obligation to deliver shares of stock upon the exercise
of any Option or SAR or the grating of an Award or making of a Purchase and to
make payment upon exercise of any SARs shall be subject to the satisfaction by
the optionee, recipient of the SAR or Award or purchaser of all applicable
federal, state and local income and employment tax withholding requirements.
<PAGE> 12
SECTION 15. EFFECTIVE DATE AND DURATION OF THE PLAN.
- ---------- ---------------------------------------
15.1 EFFECTIVE DATE. The Plan shall become effective when adopted by
the Board of Directors and approved by the stockholders of the Company.
15.2 DURATION. Unless sooner terminated in accordance with Section 11
hereof, the Plan shall terminate upon the earlier of (i) the tenth anniversary
of the date of its approval by the stockholders of the Company or (ii) the date
on which all shares available for issuance under the Plan shall have been issued
pursuant to any Awards or Purchasers or the exercise or cancellation of Options
and SARs granted hereunder. If the date of termination is determined under (i)
above, then Options and SARs outstanding on such date shall continue to have
force and effect in accordance with the provisions of the instruments evidencing
such Options and SARs.
<PAGE> 1
EXHIBIT 5.1
-----------
January 28, 1997
Cascade Communications Corp.
5 Carlisle Road
Westford, Massachusetts 01886-3601
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
Reference is made to the above-captioned Registration Statement on Form
S-8 (the "Registration Statement") filed by Cascade Communications Corp. (the
"Company") with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, relating to an aggregate of 390,766 shares of Common Stock,
$.001 par value, of the Company (the "Shares").
We are counsel to the Company and are familiar with the proceedings of
its stockholders and Board of Directors. We have examined original or certified
copies of the Company's certificate of incorporation, as amended, the Company's
by-laws, as amended, the corporate records of the Company to the date hereof,
and such other certificates, documents, records and materials as we have deemed
necessary in connection with this opinion letter.
We are members of the Bar of the Commonwealth of Massachusetts and are
not expert in, and express no opinion regarding, the laws of any jurisdictions
other than the Commonwealth of Massachusetts, the General Corporation Law of the
State of Delaware and the United States of America.
Based upon and subject to the foregoing, we are of the opinion that the
Shares proposed to be issued by the Company pursuant to the Sahara Networks,
Inc. 1995 Stock Plan (the "Plan") will be, upon receipt of the consideration
provided for in the Plan, validly issued, fully paid and nonassessable after
issuance of such Shares in accordance with the terms of the Plan.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Testa, Hurwitz & Thibeault, LLP
-----------------------------------
TESTA, HURWITZ & THIBEAULT, LLP
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement of Cascade Communications Corp. on Form S-8 of our reports dated
February 1, 1996, on our audits of the consolidated financial statements and
financial statement schedule of Cascade Communications Corp. as of December 31,
1995 and 1994, and for the three years ended December 31, 1995, which reports
are included in the Company's 1995 Annual Report on Form 10-K.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
January 28, 1997
