ADVANCED FIBRE COMMUNICATIONS INC, S-1/A, 1997-01-30

ADVANCED FIBRE COMMUNICATIONS INC
S-1/A, 1997-01-30
TELEPHONE & TELEGRAPH APPARATUS

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 30, 1997

REGISTRATION NO. 333-20369

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ADVANCED FIBRE COMMUNICATIONS, INC.
(Exact name of Registrant as specified in its charter)

<TABLE>
<S> <C> <C>
DELAWARE 3661 68-0277743
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Code Number) Identification
incorporation or organization) No.)
</TABLE>

1445 MCDOWELL BOULEVARD NORTH
PETALUMA, CA 94954
(707) 794-7700
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
---------------------

DONALD GREEN
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
ADVANCED FIBRE COMMUNICATIONS, INC.
1445 MCDOWELL BOULEVARD NORTH
PETALUMA, CA 94954
(707) 794-7700
(Name and address, including zip code, and telephone number, including area
code, of agent for service)
---------------------

COPIES TO:

<TABLE>
<S> <C>
SCOTT D. LESTER, ESQ. KENNETH M. SIEGEL, ESQ.
DAVID R. GILBERT, ESQ. TAMARA G. MATTISON, ESQ.
BROBECK, PHLEGER & HARRISON LLP WILSON SONSINI GOODRICH & ROSATI
ONE MARKET PROFESSIONAL CORPORATION
SPEAR STREET TOWER 650 PAGE MILL ROAD
SAN FRANCISCO, CA 94105 PALO ALTO, CA 94304-1050
(415) 442-0900 (415) 493-9300
</TABLE>

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

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<PAGE>
EXPLANATORY NOTE

This Registration Statement contains two forms of prospectus: (i) one to be
used in connection with an offering in the United States and Canada (the "U.S.
Prospectus") and (ii) the other to be used in connection with a concurrent
offering outside of the United States and Canada (the "International
Prospectus"). The U.S. Prospectus and the International Prospectus are identical
in all respects except for the front cover page of the International Prospectus,
which is included herein after the final page of the U.S. Prospectus and is
labeled "Alternate Page for International Prospectus." Final forms of each of
the Prospectuses will be filed with the Securities and Exchange Commission under
Rule 424(b).
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>

PROSPECTUS (SUBJECT TO COMPLETION)
ISSUED JANUARY 30, 1997

2,600,000 SHARES

[LOGO]

COMMON STOCK
---------------------

OF THE 2,600,000 SHARES OF COMMON STOCK OFFERED, 2,080,000 SHARES ARE BEING
OFFERED INITIALLY IN THE UNITED STATES AND CANADA BY THE U.S. UNDERWRITERS AND
520,000 SHARES ARE BEING OFFERED INITIALLY OUTSIDE OF THE UNITED STATES AND
CANADA BY THE INTERNATIONAL UNDERWRITERS. SEE "UNDERWRITERS." OF THE
2,080,000 SHARES OF COMMON STOCK BEING OFFERED BY THE U.S.
UNDERWRITERS, 160,000 SHARES ARE BEING SOLD BY THE COMPANY AND
1,920,000 SHARES ARE BEING SOLD BY THE SELLING STOCKHOLDERS. SEE
"PRINCIPAL AND SELLING STOCKHOLDERS." THE COMPANY WILL NOT
RECEIVE ANY OF THE PROCEEDS FROM THE SALE OF SHARES BY THE
SELLING STOCKHOLDERS. THE COMPANY'S COMMON STOCK IS LISTED ON
THE NASDAQ NATIONAL MARKET UNDER THE SYMBOL "AFCI." ON
JANUARY 29, 1997, THE LAST SALE PRICE OF THE COMMON
STOCK AS REPORTED ON THE NASDAQ NATIONAL MARKET WAS
$46 PER SHARE. SEE "PRICE RANGE OF COMMON STOCK."

--------------------------

THIS OFFERING INVOLVES A HIGH DEGREE OF RISK. SEE ``RISK FACTORS"
COMMENCING ON PAGE 4 HEREOF.
---------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------

PRICE $ A SHARE
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<TABLE>
<CAPTION>
UNDERWRITING PROCEEDS TO
PRICE TO DISCOUNTS AND PROCEEDS TO SELLING
PUBLIC COMMISSIONS (1) COMPANY (2) STOCKHOLDERS
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<S> <C> <C> <C> <C>
PER SHARE........................... $ $ $ $
TOTAL (3)........................... $ $ $ $
</TABLE>

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(1) THE COMPANY AND THE SELLING STOCKHOLDERS HAVE AGREED TO INDEMNIFY THE
UNDERWRITERS AGAINST CERTAIN LIABILITIES, INCLUDING LIABILITIES UNDER THE
SECURITIES ACT OF 1933, AS AMENDED.

(2) BEFORE DEDUCTING EXPENSES PAYABLE BY THE COMPANY ESTIMATED AT $450,000.

(3) CERTAIN SELLING STOCKHOLDERS HAVE GRANTED TO THE U.S. UNDERWRITERS AN
OPTION, EXERCISABLE WITHIN 30 DAYS OF THE DATE HEREOF, TO PURCHASE UP TO
AN AGGREGATE OF 390,000 ADDITIONAL SHARES AT THE PRICE TO PUBLIC LESS
UNDERWRITING DISCOUNTS AND COMMISSIONS FOR THE PURPOSE OF COVERING
OVER-ALLOTMENTS, IF ANY. IF THE U.S. UNDERWRITERS EXERCISE SUCH OPTION IN
FULL, THE TOTAL PRICE TO PUBLIC, UNDERWRITING DISCOUNTS AND COMMISSIONS
AND PROCEEDS TO SELLING STOCKHOLDERS WILL BE $ , $
AND $ , RESPECTIVELY. SEE "UNDERWRITERS."

------------------------------

THE SHARES ARE OFFERED, SUBJECT TO PRIOR SALE, WHEN, AS AND IF ACCEPTED BY
THE UNDERWRITERS NAMED HEREIN AND SUBJECT TO APPROVAL OF CERTAIN LEGAL MATTERS
BY WILSON SONSINI GOODRICH & ROSATI, PROFESSIONAL CORPORATION, COUNSEL FOR THE
UNDERWRITERS. IT IS EXPECTED THAT DELIVERY OF THE SHARES WILL BE MADE ON OR
ABOUT , 1997 AT THE OFFICE OF MORGAN STANLEY & CO. INCORPORATED, NEW
YORK, N.Y., AGAINST PAYMENT THEREFOR IN IMMEDIATELY AVAILABLE FUNDS.

--------------------------

MORGAN STANLEY & CO.
INCORPORATED

MERRILL LYNCH & CO.

COWEN & COMPANY

HAMBRECHT & QUIST

, 1997
<PAGE>
NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN AS CONTAINED IN THIS
PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY ANY UNDERWRITER. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO
MAKE SUCH AN OFFERING OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCE IMPLY THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE
HEREOF.
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TABLE OF CONTENTS

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PAGE
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Prospectus Summary................................................................................................. 3
Risk Factors....................................................................................................... 4
The Company........................................................................................................ 13
Use of Proceeds.................................................................................................... 14
Dividend Policy.................................................................................................... 14
Price Range of Common Stock........................................................................................ 14
Capitalization..................................................................................................... 15
Selected Consolidated Financial Data............................................................................... 16
Management's Discussion and Analysis of Financial Condition and Results of Operations.............................. 17
Business........................................................................................................... 24
Management......................................................................................................... 38
Certain Transactions............................................................................................... 48
Principal and Selling Stockholders................................................................................. 51
Description of Capital Stock....................................................................................... 54
Shares Eligible for Future Sale.................................................................................... 57
Underwriters....................................................................................................... 59
Legal Matters...................................................................................................... 62
Experts............................................................................................................ 62
Additional Information............................................................................................. 62
Glossary of Terms.................................................................................................. 63
Index to Consolidated Financial Statements......................................................................... F-l
</TABLE>

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The Universal Modular Carrier 1000-TM- is a trademark of the Company. All
other trademarks or trade names referred to in this Prospectus are the property
of their respective owners.
------------------------

EXCEPT AS OTHERWISE NOTED HEREIN, INFORMATION IN THIS PROSPECTUS ASSUMES NO
EXERCISE OF THE UNDERWRITERS' OVER-ALLOTMENT OPTION. THE COMPANY OPERATES ON A
13-WEEK FISCAL QUARTER, COMPRISED OF FOUR, FOUR AND FIVE WEEK MONTHS ENDING ON
THE LAST SATURDAY OF THE LAST WEEK OF THE FIVE-WEEK MONTH. FOR PRESENTATION
PURPOSES ONLY, THE COMPANY HAS SHOWN ITS FIRST THREE FISCAL QUARTERS AS ENDING
ON MARCH 31, JUNE 30 AND SEPTEMBER 30 AND ITS FOURTH FISCAL QUARTER AND FISCAL
YEAR AS ENDING ON DECEMBER 31.

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SEE "GLOSSARY OF TERMS" COMMENCING ON PAGE 63 FOR DEFINITIONS OF VARIOUS
ACRONYMS AND TECHNICAL TERMS USED IN THIS PROSPECTUS.
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IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OF
THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ NATIONAL MARKET OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
------------------------

IN CONNECTION WITH THIS OFFERING, CERTAIN UNDERWRITERS MAY ENGAGE IN PASSIVE
MARKET MAKING TRANSACTIONS IN THE COMMON STOCK OF THE COMPANY ON THE NASDAQ
NATIONAL MARKET IN ACCORDANCE WITH RULE 10B-6A UNDER THE SECURITIES EXCHANGE ACT
OF 1934. SEE "UNDERWRITERS."

2
<PAGE>
PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION AND CONSOLIDATED FINANCIAL STATEMENTS AND NOTES THERETO APPEARING
ELSEWHERE IN THIS PROSPECTUS.

THE COMPANY

Advanced Fibre Communications, Inc. ("AFC" or the "Company") designs,
develops, manufactures, markets and supports the Universal Modular Carrier
1000-TM- (the "UMC" system), a cost-effective, multi-feature digital loop
carrier system developed to serve small line-size markets. The Company's UMC
system is designed to enable telephone companies, cable companies and other
service providers to connect subscribers to the central office switch for voice
and data communications over copper wire, fiber optic cable, coaxial cable and
analog radio networks. The Company believes that the UMC system is the only
digital loop carrier that can operate simultaneously over a variety of
transmission media. The UMC system meets the service needs of subscribers,
including analog services such as plain old telephone service, universal voice
grade service and analog switched data service, and digital services such as
high speed digital data service, ISDN, asynchronous and synchronous data channel
services.

The UMC system has been sold to more than 450 independent telephone
companies in the United States, is being initially deployed by Ameritech and
GTE, and is in laboratory or field trials at Pacific Bell and BellSouth. The
Company has also sold the UMC system to telephone companies in Hong Kong,
France, Brazil, Canada, China, Mexico, the Netherlands Antilles and the
Dominican Republic. The UMC system is distributed and serviced worldwide through
its direct sales force in the domestic market and through its direct sales
force, distributors and agents in international markets.

RECENT DEVELOPMENTS

Revenues for the quarter ended December 31, 1996 increased 112% to $41.4
million from $19.5 million for the quarter ended December 31, 1995. Operating
income in the quarter increased 218% to $6.2 million from $1.9 million and net
income in the quarter increased 258% to $5.6 million from $1.6 million in the
quarter ended December 31, 1995. The Company continued to expand its penetration
of international markets, completing sales to its first customers in Brazil and
increasing sales in China. The Company has begun working with Flextronics, one
of the Company's contract manufacturers, to manufacture UMC assemblies at a
Flextronics facility in China.

THE OFFERING

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<S> <C> <C>
U.S. Offering....................................... 2,080,000 Shares
International Offering.............................. 520,000 Shares
Total........................................... 2,600,000 Shares (including 200,000 Shares by the Company and
2,400,000 Shares by the Selling Stockholders)
Common Stock to be outstanding after the offering... 33,157,535 Shares (1)
Use of proceeds..................................... For general corporate purposes, including working capital
Nasdaq National Market symbol....................... AFCI
</TABLE>

SUMMARY CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------
1993 1994 1995 1996 (2)
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<S> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
Revenues.................................................................... $ 620 $ 18,802 $ 54,287 $ 130,193
Gross profit (loss)......................................................... (1,954) 4,678 20,818 56,243
Operating income (loss)..................................................... (7,291) (7,791) 3,805 1,695
Net income (loss)........................................................... (7,291) (7,765) 2,341 7,237
Pro forma net income per share (3).......................................... $ 0.09 $ 0.21
Shares used in per share computations (3)................................... 27,329 34,282
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31, 1996
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ACTUAL AS ADJUSTED (4)
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<S> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash and cash equivalents and marketable securities.................................... $ 108,430 $ 117,079
Working capital........................................................................ 145,338 153,987
Total assets........................................................................... 175,679 184,328
Total stockholders' equity............................................................. 158,023 166,672
</TABLE>

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(1) Based on the number of shares outstanding as of December 31, 1996 and the
number of shares issuable upon the exercise of warrants by certain Selling
Stockholders in connection with this offering. Excludes 7,008,142 shares of
Common Stock reserved for issuance under the Company's stock option plans,
under which options to purchase 4,313,544 shares were outstanding as of
December 31, 1996, and 1,500,000 shares reserved for issuance under the
Company's Employee Stock Purchase Plan. Also excludes 2,265,848 shares of
Common Stock reserved for issuance pursuant to the exercise of warrants
outstanding as of December 31, 1996, after giving effect to the exercise of
warrants to acquire 307,928 shares of Common Stock by certain Selling
Stockholders to be sold in this offering. See "Management -- Stock Incentive
Plan," " -- Employee Stock Purchase Plan," "Certain Transactions,"
"Principal and Selling Stockholders" and "Description of Capital Stock."
(2) Includes a charge of $15.8 million to reflect a cash payment of $10.1
million and the issuance of 725,787 shares of Common Stock to DSC
Communications Corporation in settlement of outstanding litigation. See
"Business -- Legal Proceedings." Without this charge, operating income for
the year ended December 31, 1996 would have been $17.5 million.

(3) See Note 1 of Notes to Consolidated Financial Statements for an explanation
of the determination of the number of shares used in computing pro forma net
income per share.

(4) As adjusted to reflect the sale of 200,000 shares of Common Stock by the
Company at an assumed public offering price of $46 per share (after
deducting estimated underwriting discounts and commissions and estimated
offering expenses payable by the Company) and the issuance of 307,928 shares
of Common Stock upon exercise of certain outstanding warrants at an exercise
price of $1.165 per share. The shares issued on exercise of such warrants
will be sold by certain Selling Stockholders in this offering. The Company
will receive the exercise price of such warrants, but will not receive the
proceeds from the sale of the underlying shares of Common Stock. See "Use of
Proceeds" and "Principal and Selling Stockholders."

3
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RISK FACTORS

THIS PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS WHICH INVOLVE RISKS AND
UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE
ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN FACTORS,
INCLUDING THOSE SET FORTH IN THE FOLLOWING RISK FACTORS AND ELSEWHERE IN THIS
PROSPECTUS. IN EVALUATING THE COMPANY'S BUSINESS, PROSPECTIVE INVESTORS SHOULD
CAREFULLY CONSIDER THE FOLLOWING FACTORS IN ADDITION TO THE OTHER INFORMATION
PRESENTED IN THIS PROSPECTUS.

LIMITED HISTORY OF OPERATIONS AND PROFITABILITY. The Company was
incorporated in May 1992 and was in the initial startup and development phase
through December 1993. The Company began shipping the UMC in January 1994 and,
accordingly, has a limited operating history. The Company has incurred
substantial expenditures related to the development, manufacturing startup and
marketing of the UMC system. As a result of these expenditures, combined with
$25.9 million of expenses and settlement amounts recorded in connection with
certain litigation with DSC Communications Corporation ("DSC") which was settled
in June 1996, the Company had an accumulated deficit of $6.2 million as of
December 31, 1996. Although the Company achieved profitability for the years
ended December 31, 1995 and 1996, there can be no assurance that the Company
will sustain or increase its profitability in the future. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
"Business -- Legal Proceedings."

POTENTIAL FLUCTUATIONS IN FUTURE OPERATING RESULTS; SEASONALITY. The
Company's operating results have been, and will continue to be, affected by a
wide variety of factors, some of which are outside of the Company's control,
that could have a material adverse effect on revenues and results of operations
during any particular period. These factors include: the mix between domestic
and international sales; the customer mix; the timing and size of orders which
are received and can be shipped in a quarter; the availability of adequate
supplies of key components and assemblies and the adequacy of manufacturing
capacity; the Company's ability to introduce new products and technologies on a
timely basis; the timing of new product introductions or announcements by the
Company or its competitors; price competition; and unit volume.

The UMC system is sold primarily to telephone companies that install the UMC
system as part of their access networks. Additions to those networks represent
complex engineering projects which can require from three to twelve months from
project conceptualization to completion. The UMC system typically represents
only a portion of a given project and, therefore, the timing of product shipment
and revenue recognition is often difficult to forecast. In developing countries,
delays and reductions in the planned project deployment can be caused by
additional factors, including reductions in capital availability due to declines
in the local economy, currency fluctuations, priority changes in the
government's budget and delays in receiving government approval for deployment
of the UMC system in the local loop. The Company's expenditures for research and
development, marketing and sales, and general and administrative functions are
based in part on future revenue projections and in the near term are relatively
fixed. The Company may be unable to adjust spending in a timely manner in
response to any unanticipated declines in revenues. Accordingly, any significant
decline in demand for the UMC system relative to planned levels could have a
material adverse effect on the Company's business, financial condition and
results of operations in that quarter or subsequent quarters. All of the above
factors are difficult to forecast, and these or other factors could materially
adversely affect the Company's business, financial condition and results of
operations. As a result, the Company believes that period-to-period comparisons
are not necessarily meaningful and should not be relied upon as indications of
future performance. Fluctuations in the Company's operating results may cause
volatility in the price of the Company's Common Stock. Further, it is likely
that in some future quarter the Company's revenues or operating results will be
below the expectations of public market analysts or investors. In such event,
the market price of the Company's Common Stock would likely be materially
adversely affected.

4
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December 31. In particular, the Company currently believes that revenues in the
quarter ended March 31, 1997 may be lower than revenues in the quarter ended
December 31, 1996. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Quarterly Results of Operations."

DEPENDENCE ON TELECOMMUNICATIONS INDUSTRY AND SMALL LINE-SIZE MARKET. The
Company's customers are concentrated in the public carrier telecommunications
industry. Accordingly, the Company's future success depends upon the capital
spending patterns of such customers and the continued demand by such customers
for the UMC system. The target markets for the UMC system are the small
line-size markets of the United States and developing countries. Historically,
these markets have had little access to the advanced services that can be made
available through the UMC system and, accordingly, there can be no assurance
that potential customers will consider the near term value of these advanced
services to be sufficient to influence their purchase decisions. Furthermore,
there can be no assurance that the UMC system will find widespread acceptance
among the telephone companies and other potential customers in small line-size
markets or that such customers and potential customers will not adopt
alternative architectures or technologies that are incompatible with the UMC
technology, which would have a material adverse effect on the Company's
business, financial condition and results of operations. In addition, there can
be no assurance that telephone companies, foreign governments or other customers
will pursue infrastructure upgrades that will necessitate the implementation of
advanced products such as the UMC system. Infrastructure improvements requiring
the Company's or similar technology may be delayed or prevented by a variety of
factors, including cost, regulatory obstacles, the lack of consumer demand for
advanced telecommunications services and alternative approaches to service
delivery. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations," "Business -- Markets and Customers" and
"-- Competition."

CONCENTRATED PRODUCT LINE, NEW PRODUCTS AND RAPID TECHNOLOGICAL CHANGE. The
Company currently derives substantially all of its revenues from the UMC system
and expects that this concentration will continue in the foreseeable future. As
a result, any decrease in the overall level of sales of, or the prices for, the
UMC system due to product enhancements, introductions or announcements by the
Company's competitors, a decline in the demand for the UMC system, product
obsolescence or any other reason could have a material adverse effect on the
Company's business, financial condition and results of operations. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

The telecommunications equipment market is characterized by rapidly changing
technology, evolving industry standards, changes in end-user requirements, and
frequent new product introductions and enhancements. The introduction of
products embodying new technologies or the emergence of new industry standards
can render existing products obsolete or unmarketable. The Company's success
will depend upon its ability to enhance the UMC technology and to develop and
introduce, on a timely basis, new products and feature enhancements that keep
pace with technological developments and emerging industry standards and address
changing customer requirements in a cost-effective manner. There can be no
assurance that the Company will be successful in identifying, developing,
manufacturing, and marketing product enhancements or new products that respond
to technological change or evolving industry standards, that the Company will
not experience difficulties that could delay or prevent the successful
development, introduction and marketing of these products, or that its new
products and product enhancements will adequately meet the requirements of the
marketplace and achieve market acceptance. Furthermore, from time to time, the
Company may announce new products or product enhancements, services or
technologies that have the potential to replace or shorten the life cycle of the
UMC system and that may cause customers to defer purchasing the UMC system.
There can be no assurance that future technological advances in the
telecommunications industry will not diminish market acceptance of the UMC
system or render the UMC system obsolete and, thereby, materially adversely
affect the Company's business, financial condition and results of operations.

The Company has experienced delays in completing development and
introduction of new products, product variations and feature enhancements, and
there can be no assurance that such delays will not continue or recur in the
future. Furthermore, the UMC system contains a significant amount of complex
software that may contain undetected or unresolved errors as products are
introduced or as new versions are

5
<PAGE>
released. The Company has in the past discovered software errors in certain UMC
system installations. There can be no assurance that, despite significant
testing by the Company, software errors will not be found in new enhancements of
the UMC system after commencement of shipments, resulting in delays in or loss
of market acceptance, either of which could have a material adverse effect on
the Company's business, financial condition and results of operations. See
"Business -- Competition" and "-- Research and Product Development."

DEPENDENCE ON SOLE-SOURCE AND OTHER KEY SUPPLIERS. Certain components used
in the Company's products, including the Company's proprietary application
specific integrated circuits ("ASICs"), codecs, certain surface mount technology
components and other components, are only available from a single source or
limited number of suppliers. Some of the Company's sole-source suppliers are
companies which from time to time allocate parts to telephone equipment
manufacturers due to market demand for telecommunications equipment. Many of the
Company's competitors are much larger and may be able to obtain priority
allocations from these shared suppliers, thereby limiting or making unreliable
the sources of supply for these components. The Company encountered supply
delays for codecs in the second quarter of 1994 which resulted in delayed
shipments of the UMC system, and there can be no assurance that similar
shortages will not occur in the future or will not result in the Company having
to pay a higher price for components. If the Company is unable to obtain
sufficient quantities of these or any other components, delays or reductions in
manufacturing or product shipments could occur which would have a material
adverse effect on the Company's business, financial condition and results of
operations. See "Business -- Manufacturing."

DEPENDENCE ON LIMITED NUMBER OF THIRD PARTY MANUFACTURERS AND SUPPORT
ORGANIZATIONS. The Company relies on a limited number of independent
contractors that manufacture the subassemblies to the Company's specifications
for use in the Company's products. In particular, the Company relies on: (i)
Flextronics International Ltd. and Tanon Manufacturing, Inc. (a division of
Electronic Associates, Inc.) to manufacture the Company's printed circuit board
assemblies; (ii) Paragon, Inc. to manufacture backplanes and channel bank
assemblies and (iii) Sonoma Metal Products, Inc. and Cowden Metal San Jose, Inc.
to manufacture the outside cabinets. In the event that the Company's
subcontractors were to experience financial, operational, production, or quality
assurance difficulties that resulted in a reduction or interruption in supply to
the Company or otherwise failed to meet the Company's manufacturing
requirements, the Company's business, financial condition and results of
operations would be adversely affected until the Company established sufficient
manufacturing supply from alternative sources. There can be no assurance that
the Company's current or alternative manufacturers will be able to meet the
Company's future requirements or that such manufacturing services will continue
to be available to the Company at favorable prices, or at all. See "Business --
Manufacturing."

The Company also relies on Point-to-Point Communications, Inc.
("Point-to-Point"), a third-party support organization, to provide first-line
technical assistance and post-sales support to AFC customers. There can be no
assurance that Point-to-Point will be able to provide the level of customer
support demanded by the Company's existing or potential customers. See "Business
- -- Sales, Marketing and Customer Support."

COMPETITION. The market for equipment for local telecommunications networks
is extremely competitive. The Company's competitors range from small companies,
both domestic and international, to large multinational corporations. The
Company's competitors include Alcatel Alsthom Compagnie Generale d'Electricite,
DSC, ECI Telecom, Inc., E/O Networks, Fujitsu America, Inc., Hitron Technology,
Inc., Lucent Technologies, Inc., NEC America, Inc., Northern Telecom Ltd., Opnet
Technologies Co. Ltd., RELTEC Corporation, Seiscor Technologies Inc., Siemens
Corporation, Teledata Communications Ltd. and Vidar-SMS Co. Ltd. Many of these
competitors have more extensive financial, marketing and technical resources
than the Company and enjoy superior name recognition in the market. In addition,
the Company has entered into agreements with the Industrial Technology Research
Institute ("ITRI") to jointly develop products based on the UMC system. ITRI is
a Taiwanese government-sponsored research and development organization in the
telecommunications field. Such agreements grant ITRI and certain of its member
companies certain rights to manufacture and sell the European Telecommunications
Standards Institute ("ETSI") version of the UMC system outside of North America.
Such entities currently compete with the

6
<PAGE>
Company in international markets, primarily in China. In addition, upon
termination of the agreements with ITRI in 2002, ITRI will have a worldwide,
non-exclusive, royalty-free, irrevocable license to use the ETSI version of the
UMC technology and, consequently, such member companies will be able to compete
with the Company worldwide at such time. There is an ongoing dispute subject to
litigation between the Company and ITRI and such member companies as to, among
other things, whether ITRI possesses the right to grant such rights to
manufacture and sell the ETSI version of the UMC system to new member companies
and whether AFC has terminated or may terminate such agreements and the rights,
if any, of the member companies thereunder. Depending on the outcome of this
dispute, the Company may face competition from new member companies for the ETSI
version of the UMC system. Such companies may possess substantially greater
financial, marketing and technical resources than the Company. The Company may
also face competition from new market entrants. There can be no assurance that
the Company will be able to compete successfully in the future. See "Business --
Competition," "-- Proprietary Rights and Licenses" and "-- Legal Proceedings."

RISKS ASSOCIATED WITH PENDING LITIGATION. The Company is a party to certain
legal proceedings including the litigation between the Company and ITRI and
certain of its member companies arising primarily out of a dispute regarding the
payment of royalties and the supply of ASICs under the agreements between the
Company and ITRI. The Company is unable to determine the total expense or
possible loss, if any, that may ultimately be incurred in the resolution of
these proceedings. Regardless of the ultimate outcome of these proceedings, they
could result in significant diversion of time by the Company's management. After
consideration of the nature of the claims and the facts relating to these
proceedings, the Company believes that the resolution of these proceedings will
not have a material adverse effect on the Company's business, financial
condition and results of operations; however, the results of these proceedings,
including any potential settlements, are uncertain and there can be no assurance
to that effect. See "Business -- Competition" and "-- Legal Proceedings."

LIMITED PROTECTION OF PROPRIETARY TECHNOLOGY; RISK OF THIRD-PARTY CLAIMS OF
INFRINGEMENT. The Company attempts to protect its technology through a
combination of copyrights, trade secret laws and contractual obligations. The
Company does not presently hold any patents for its existing products and has no
patent applications pending. There can be no assurance that the Company's
intellectual property protection measures will be sufficient to prevent
misappropriation of the Company's technology or that the Company's competitors
will not independently develop technologies that are substantially equivalent or
superior to the Company's technology. In addition, the laws of many foreign
countries do not protect the Company's intellectual property rights to the same
extent as the laws of the United States. The failure of the Company to protect
its proprietary information could have a material adverse effect on the
Company's business, financial condition and results of operations.

The increasing dependence of the telecommunications industry on proprietary
technology has resulted in frequent litigation based on allegations of the
infringement of patents and other intellectual property. In June 1996, the
Company settled litigation with DSC under which DSC had claimed proprietary
rights to the UMC technology. See "Business -- Legal Proceedings." In the future
the Company may be subject to additional litigation to defend against claimed
infringements of the rights of others or to determine the scope and validity of
the proprietary rights of others. Future litigation also may be necessary to
enforce and protect trade secrets and other intellectual property rights owned
by the Company. Any such litigation could be costly and cause diversion of
management's attention, either of which could have a material adverse effect on
the Company's business, financial condition and results of operations. Adverse
determinations in such litigation could result in the loss of the Company's
proprietary rights, subject the Company to significant liabilities, require the
Company to seek licenses from third parties, or prevent the Company from
manufacturing or selling its products, any one of which could have a material
adverse effect on the Company's business, financial condition and results of
operations. Furthermore, there can be no assurance that any necessary licenses
will be available on reasonable terms. See "Business -- Proprietary Rights and
Licenses."

RISK OF FAILURE TO MANAGE EXPANDING OPERATIONS. The Company has recently
experienced a period of rapid growth, which has placed and could continue to
place, a significant strain on the Company's management, operational, financial
and other resources. The members of the Company's management team have

7
<PAGE>
limited experience in the management of rapidly growing companies. To
effectively manage the recent growth as well as any future growth, the Company
will need to recruit, train, assimilate, motivate and retain qualified managers
and employees. Management of future growth, if such growth occurs, may require
the Company to implement expanded or new management and accounting systems. In
connection with the Company's recent growth, management has begun evaluation of
new management and accounting systems and intends to begin implementing such
systems in 1997. There can be no assurance that the Company will complete such
evaluation or implementation on a timely basis. Information systems expansion or
replacement can be a complex, costly and time-consuming process, and there can
be no assurance that any such activities can be accomplished without disruption
of the Company's business. Any business disruption or other system transition
difficulties could have a material adverse effect on the Company's business,
financial condition and results of operations. The failure of the Company to
effectively manage its domestic and international operations or any current or
future growth could have a material adverse effect on the Company's business,
financial condition and results of operations. The Company's results of
operations will be adversely affected if revenues do not increase sufficiently
to compensate for the increase in operating expenses resulting from any
expansion. See "Business -- Employees" and "Management -- Executive Officers,
Key Employees and Directors."

CUSTOMER CONCENTRATION. Approximately 15.7% and 8.1% of the Company's
revenues in 1995 and 1996, respectively, were derived from sales to ALLTEL
Supply, Inc. In 1995 and 1996, the Company's five largest customers accounted
for approximately 37% and 28% of revenues, respectively. Although the Company's
largest customers have varied from period to period, the Company anticipates
that its results of operations in any given period will continue to depend to a
significant extent upon sales to a small number of customers. None of the
Company's customers has entered into an agreement requiring it to purchase a
minimum amount of product from the Company. There can be no assurance that the
Company's principal customers will continue to purchase product from the Company
at current levels, if at all. The loss of one or more major customers could have
a material adverse effect on the Company's business, financial condition and
results of operations. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Business -- Markets and Customers."

RISKS ASSOCIATED WITH INTERNATIONAL MARKETS. International sales
constituted 13.2% and 20.8% of the Company's total revenues in 1995 and 1996,
respectively. International sales have fluctuated in absolute dollars and as a
percentage of revenues, and are expected to continue to fluctuate in future
periods. The Company relies on a number of third-party distributors and agents
to market and sell the UMC system outside of North America. There can be no
assurance that such distributors or agents will provide the support and effort
necessary to service international markets effectively. The Company intends to
expand its existing international operations and enter new international
markets, which will demand significant management attention and financial
commitment. The Company's management has limited experience in international
operations, and there can be no assurance that the Company will successfully
expand its international operations. In addition, a successful expansion by the
Company of its international operations and sales in certain markets may depend
on the Company's ability to establish and maintain productive strategic
relationships. To date, the Company has formed three joint ventures to pursue
international markets, two of which have been or are in the process of being
terminated or liquidated due to differences with the joint venture partners.
There can be no assurance that the Company will be able to identify suitable
parties for joint ventures or strategic relationships or, even if such parties
are identified, that successful joint ventures or strategic relationships will
result. Moreover, there can be no assurance that the Company will be able to
increase international sales of the UMC system through strategic relationships
or joint ventures. The failure to do so could significantly limit the Company's
ability to expand its international operations and could have a material adverse
effect on the Company's business, financial condition and results of operations.

International telephone companies are in many cases owned or strictly
regulated by local regulatory authorities. Access to such markets is often
difficult due to the established relationships between a government owned or
controlled telephone company and its traditional indigenous suppliers of
telecommunications equipment. In addition, the Company's bids for business in
certain international markets typically will

8
<PAGE>
require the Company to post bid and performance bonds and to incur contract
penalties should the Company fail to meet production and delivery time schedules
on large orders. The failure of the Company to meet these schedules could result
in the loss of collateral posted for the bonds or financial penalties which
could adversely affect the Company's business, financial condition and results
of operations.

The Company's international sales currently are primarily U.S.
dollar-denominated. As a result, an increase in the value of the U.S. dollar
relative to foreign currencies could make the Company's products less
competitive in international markets. For example, increases in the value of the
U.S. dollar relative to the Mexican peso in late 1994 resulted in a significant
decrease in sales of the UMC system to Telefonos de Mexico for 1995.
Furthermore, operating in international markets subjects the Company to certain
additional risks, including unexpected changes in regulatory requirements,
political and economic conditions, tariffs or other barriers, difficulties in
staffing and managing international operations, exchange rate fluctuations,
potential exchange and repatriation controls on foreign earnings, potentially
negative tax consequences, longer sales and payment cycles and difficulty in
accounts receivable collection. In addition, any inability to obtain local
regulatory approval could delay or prevent entrance into international markets,
which could materially impact the Company's business, financial condition and
results of operations. In order to compete in international markets, the Company
will need to comply with various regulations and standards. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
"Business -- Markets and Customers" and "-- Sales, Marketing and Customer
Support."

DEPENDENCE ON KEY PERSONNEL. The Company's success depends to a significant
extent upon a number of key technical and management employees. In particular,
the Company's success depends in large part on the knowledge, expertise and
services of its co-founders: Donald Green, Chairman of the Board and Chief
Executive Officer; James T. Hoeck, Vice President, Advanced Development; and
John W. Webley, Vice President, Advanced Development. The loss of the services
of any of these persons or other key employees of the Company could have a
material adverse effect on the Company's business, financial condition and
results of operations. The Company does not have employment agreements with, or
key person life insurance for, any of its employees. Competition for highly
qualified employees is intense and the process of locating key technical and
management personnel with the combination of skills and attributes required to
execute the Company's strategy is often lengthy. There can be no assurance that
the Company will be successful in retaining its existing key personnel or in
attracting and retaining the additional employees it may require. See
"Management."

COMPLIANCE WITH REGULATIONS AND INDUSTRY STANDARDS. The UMC system is
required to comply with a large number of voice and data regulations and
standards, which vary between domestic and international markets, and may vary
by the specific international market into which the Company sells its products.
The standards in the United States are determined by the Federal Communications
Commission ("FCC"), by Underwriters Laboratories, by independent telephone
companies and by Bell Communications Research ("Bellcore"). In international
markets, the Company's products must comply with recommendations issued by the
Consultative Committee on International Telegraph and Telephony and with
requirements established by the individual regional carriers which specify how
equipment that is connected to their local networks must operate. In addition,
the Company's products must comply with standards issued by the European
Telecommunications Standards Institute. These standards are implemented and
enforced by the Telecommunications Regulatory Authority of each European nation.
Standards for new services continue to evolve, and the Company will be required
to modify its products or develop and support new versions of its products to
meet these standards. The failure of the Company's products to comply, or delays
in meeting compliance, with the evolving standards both in its domestic and
international markets could have a material adverse affect on the Company's
business, financial condition and results of operations.

In addition, the Company will need to ensure that its products are easily
integrated with the carriers' network management systems. The Regional Bell
Operating Companies ("RBOCs"), which represent a large segment of the U.S.
telecommunications market, in many cases require that equipment integrated into
their networks be tested by Bellcore, indicating that the products are
interoperable with the operations, administration, maintenance and provisioning
systems used by the RBOCs to manage their networks. Bellcore testing requires
significant investments in resources to achieve compliance. The UMC system

9
<PAGE>
completed a Bellcore technical audit and was found to meet applicable
requirements. The failure to maintain such compliance or to obtain it on new
features released in the future could have a material adverse affect on the
Company's business, financial condition and results of operations.

The Company has not received ISO certification, which certifies that design
and manufacturing processes adhere to certain established standards. Many
telecommunications service providers, particularly in international markets,
will not purchase products from suppliers that have not received ISO
certification. Accordingly, until it is able to obtain ISO certification, the
Company may be precluded from selling its products to these service providers
and its ability to compete with other suppliers of communications equipment may
be adversely affected. The Company has initiated the formal process of applying
for ISO-9001 certification and expects to complete the audit process during
1997. ISO-9001 addresses quality assurance in design, development, production,
installation and service. There can be no assurance as to when or if the Company
will receive such certification. The failure to obtain such certification may
preclude the Company from selling the UMC system in certain markets.

The U.S. Congress recently passed new regulations that affect
telecommunications services, including changes to pricing, access by competitive
suppliers and many other broad changes to the data and telecommunications
networks and services. These changes will have a major impact on the pricing of
existing services, and may affect the deployment of future services. These
changes could cause greater consolidation in the telecommunications industry,
which in turn could disrupt existing customer relationships and have a material
adverse effect on the Company's business, financial condition and results of
operations. There can be no assurance that any regulatory changes will not have
a material adverse effect on the demand for the UMC system. Uncertainty
regarding future policies combined with emerging new competition may also affect
the demand for telecommunications products such as the UMC system. See "Business
- -- Compliance with Regulatory and Industry Standards."

RISKS ASSOCIATED WITH POTENTIAL ACQUISITIONS. An important element of the
Company's strategy is to review acquisition prospects that would complement its
existing product offerings, augment its market coverage or enhance its
technological capabilities or that may otherwise offer growth opportunities.
While the Company has no current agreements or negotiations underway with
respect to any such acquisitions, the Company recently acquired a partner's
interest in one of its joint ventures and may make additional acquisitions of
businesses, products or technologies in the future. Future acquisitions by the
Company could result in potentially dilutive issuances of equity securities, the
incurrence of debt and contingent liabilities and amortization expenses related
to goodwill and other intangible assets, any of which could materially adversely
affect the Company's business, financial condition and results of operations
and/or the price of the Company's Common Stock. Acquisitions entail numerous
risks, including difficulties in the assimilation of acquired operations,
technologies and products, diversion of management's attention to other business
concerns, risks of entering markets in which the Company has no or limited prior
experience and potential loss of key employees of acquired organizations. The
Company's management has no experience in assimilating acquired organizations.
No assurance can be given as to the ability of the Company to successfully
integrate any businesses, products, technologies or personnel that might be
acquired in the future, and the failure of the Company to do so could have a
material adverse effect on the Company's business, financial condition and
results of operations. See "Use of Proceeds."

MANAGEMENT'S DISCRETION AS TO USE OF UNALLOCATED NET PROCEEDS. The Company
expects to use the net proceeds for general corporate purposes, including
working capital. Consequently, the Board of Directors and management of the
Company will have broad discretion in allocating a significant portion of the
net proceeds of this offering. See "Use of Proceeds."

CONTROL OF THE COMPANY; ANTI-TAKEOVER EFFECTS. Immediately after this
offering, officers, directors and their affiliates will beneficially own
approximately 28.5% of the Company's outstanding Common Stock. Due to this
ownership position, these stockholders will be able to significantly influence
the affairs and policies of the Company, the election of directors and the
approval or disapproval of matters submitted to a vote of stockholders.
Furthermore, these stockholders may have conflicts of interest with other
stockholders with respect to the affairs and policies of the Company. The
Company is also subject to certain provisions of

10
<PAGE>
Delaware law which could have the effect of delaying, deterring or preventing a
change in control of the Company, including Section 203 of the Delaware General
Corporation Law, which prohibits a Delaware corporation from engaging in any
business combination with any interested stockholder for a period of three years
from the date the person became an interested stockholder unless certain
conditions are met. In addition, the Company's certificate of incorporation and
bylaws contain certain provisions that could discourage potential takeover
attempts and make more difficult attempts by stockholders to change management.
The Company's Board of Directors is classified into three classes of directors
serving staggered, three-year terms and has the authority, without action by the
Company's stockholders, to fix the rights and preferences and issue shares of
the Preferred Stock, and to impose various procedural and other requirements
that could make it more difficult for stockholders to effect certain corporate
actions. The Company's certificate of incorporation provides that directors may
be removed only by the affirmative vote of the holders of two-thirds of the
shares of capital stock entitled to vote. Any vacancy on the board of directors
may be filled only by vote of the majority of directors then in office. Further,
the Company's certificate of incorporation provides that any "Business
Combination" (as therein defined) requires the affirmative vote of two-thirds of
the shares entitled to vote, voting together as a single class. These
provisions, and certain other provisions of the certificate of incorporation
which may have the effect of delaying proposed stockholder actions until the
next annual meeting of stockholders, together with the ownership position of the
officers, directors and their affiliates, could have the effect of delaying or
preventing a tender offer for the Company's Common Stock or other changes of
control or management of the Company, which could adversely affect the market
price of the Company's Common Stock. See "Description of Capital Stock."

POSSIBLE VOLATILITY OF STOCK PRICE. The trading price of the Common Stock
has fluctuated significantly since the Company's initial public offering in
October 1996 and could be subject to significant fluctuations in the future in
response to variations in quarterly operating results, changes in analysts'
earnings estimates, announcements of new products and innovations by the Company
or its competitors, general conditions in the telecommunications equipment
industry and other factors. In addition, the stock market in recent years has
experienced extreme price and volume fluctuations that often have been unrelated
or disproportionate to the operating performance of companies. These broad
fluctuations may adversely affect the market price of the Common Stock.

BENEFITS OF THE OFFERING TO SELLING STOCKHOLDERS. Existing stockholders
will be selling 2,400,000 shares of the Common Stock offered hereby (2,790,000
shares if the Underwriter's over-allotment option is exercised). The price per
share paid by the Selling Stockholders for their shares is a fraction of the
proposed public offering price for the Common Stock offered hereby. See "Certain
Transactions."

SHARES ELIGIBLE FOR FUTURE SALE. Sales of a substantial number of shares of
Common Stock in the public market following this offering could adversely affect
the market price for the Company's Common Stock. The number of shares of Common
Stock available for sale in the public market is limited by restrictions under
the Securities Act of 1933, as amended (the "Securities Act"), and by the
following lock-up agreements (collectively, the "Lock-Up Agreements"): (i) in
connection with the Company's initial public offering, the Company's officers,
directors and certain stockholders agreed (the "IPO Lock-Up Agreement") not to
sell or otherwise dispose of any of their shares for 180 days following the date
of the Company's initial public offering without the prior consent of Morgan
Stanley & Co. Incorporated; and (ii) in connection with this offering, the
Company's executive officers, directors and the Selling Stockholders have
entered into agreements with Morgan Stanley & Co. Incorporated (the "Follow-On
Lock-Up Agreements") pursuant to which such holders agreed not to sell or
otherwise dispose of any of their shares for 90 days following completion of
this offering. Morgan Stanley & Co. Incorporated may, however, in its sole
discretion at any time and without notice, release all or any portion of the
securities subject to Lock-Up Agreements. Upon completion of this offering, the
Company will have outstanding 33,157,535 shares of Common Stock. Of these
shares: 7,793,750 shares (including the 5,175,000 shares sold in the Company's
initial public offering and the 2,600,000 shares sold in this offering) will be
available for immediate sale; 10,547,936 shares will become eligible for sale on
March 30, 1997 upon expiration of the IPO Lock-Up Agreements pursuant to Rule
701 or Rule 144 under the Securities Act ("Rule 701" and "Rule 144,"
respectively) (subject in certain cases to the volume limitations of Rule 144);
13,346 shares will become eligible for sale pursuant to Rule 144

11
<PAGE>
(subject in certain cases to the applicable Rule 144 volume limitations) at
various dates between March 30, 1997 and the expiration date of the Follow-On
Lock-Up Agreements upon expiration of the applicable Rule 144 holding periods;
11,499,943 shares will become eligible for sale 90 days after the completion of
this offering upon expiration of the Follow-On Lock-Up Agreements pursuant to
Rule 701 or Rule 144 (subject in certain cases to the volume limitations of Rule
144); and the remaining 3,302,560 shares will become eligible for sale pursuant
to Rule 144 (subject in certain cases to the applicable Rule 144 volume
limitations) at various dates following expiration of the Follow-On Lock-Up
Agreements. In addition, as of December 31, 1996, the Company had outstanding
warrants to purchase an aggregate of 2,265,848 shares of Common Stock (after
giving effect to the exercise of warrants to purchase 307,928 shares in
connection with this offering). These warrants contain net exercise provisions.
Accordingly, any shares issued upon net exercise will be eligible for sale
immediately upon expiration of any lock-up agreements to which such shares are
subject pursuant to Rule 144. In addition, the Company has filed a registration
statement on Form S-8 with the Securities and Exchange Commission (the
"Commission") registering 8,675,676 shares of Common Stock reserved for issuance
under the Company's Employee Stock Purchase Plan and 1996 Stock Incentive Plan.
Of such shares, 4,313,544 shares subject to stock options outstanding under the
1996 Stock Incentive Plan are subject to lock-up agreements and will be eligible
for sale upon expiration of such lock-up agreements as follows: 3,290,108 shares
on March 30, 1997 and the remaining 1,023,436 shares 90 days from the date of
this Prospectus. The 1,500,000 shares reserved under the Employee Stock Purchase
Plan will be eligible for sale upon issuance. In addition, the holders of
approximately 19,368,927 shares of Common Stock outstanding or issuable upon
exercise of outstanding warrants have certain rights to require the Company to
register those shares under the Securities Act. If such holders, by exercising
their demand registration rights, cause a large number of shares to be
registered and sold in the public market, such sales could have a material
adverse effect on the market price for the Company's Common Stock. If the
Company were required to include in a Company-initiated registration shares held
by such holders pursuant to the exercise of their piggyback registration rights,
such sales may have an adverse effect on the Company's ability to raise needed
capital. See "Description of Capital Stock," "Shares Eligible for Future Sale"
and "Underwriters."

12
<PAGE>
THE COMPANY

Advanced Fibre Communications, Inc. ("AFC" or the "Company") designs,
develops, manufactures, markets and supports the Universal Modular Carrier
1000-TM- (the "UMC" system), a cost-effective, multi-feature digital loop
carrier system developed to serve small line-size markets. The Company's UMC
system is designed to enable telephone companies, cable companies and other
service providers to connect subscribers to the central office switch for voice
and data communications over copper wire, fiber optic cable, coaxial cable and
analog radio networks. The Company believes that the UMC system is the only
digital loop carrier that can operate simultaneously over a variety of
transmission media. The UMC system meets the service needs of domestic and
international subscribers, including analog services such as plain old telephone
service ("POTS"), universal voice grade service ("UVG") and analog switched data
service, and digital services such as high speed digital data service, ISDN,
asynchronous and synchronous data channel ("ADU" and "SDU") services. Through a
relationship with Tellabs Operations, Inc. ("Tellabs"), AFC has developed the
capability to deliver many of these same services over cable TV networks.

Although urban markets have experienced the greatest initial demand for
additional lines and high-speed telecommunications services, the Company
believes that demand for these services is increasing in rural and suburban
markets as well. The Company also believes, however, that telecommunications
service providers in suburban and rural markets generally do not have the
resources to completely replace existing copper networks and therefore must
upgrade to fiber in incremental steps. These incremental infrastructure upgrades
result in hybrid networks containing both copper and fiber transmission lines.
In addition, worldwide demand for POTS and, to a lesser extent, high speed
telecommunications services, is creating the need for significant infrastructure
investments to increase the effective capacity of existing copper, replace
deteriorating copper and provide services in new areas. As telecommunications
service providers upgrade to fiber technology, deploy new networks and plan for
future subscriber services, they must determine how to ensure a seamless,
cost-effective connection between copper and fiber facilities within the local
loop.

The UMC system is easily scalable from six to 672 lines through the addition
of plug-in components. Utilizing a single platform and a variety of line cards
supporting specific services, the UMC system is capable of providing a range of
voice and data services. In addition, the UMC system can be installed in a
variety of network configurations to support the varying geographic distribution
of subscriber bases. The Company has designed the UMC system to require a
minimum number of common control units to support transmission over a variety of
media and the delivery of more advanced services and features by telephone
companies. Thus, the UMC system offers a cost-effective solution to the small
line-size market with a wide variety of features and advanced services.

The Company was incorporated in California in May 1992 and reincorporated in
Delaware in September 1995. The Company's principal executive offices are
located at 1445 McDowell Boulevard North, Petaluma, California 94954, and the
telephone number at that address is (707) 794-7700.

RECENT DEVELOPMENTS

Revenues for the quarter ended December 31, 1996 increased 112% to $41.4
million from $19.5 million for the quarter ended December 31, 1995. Operating
income in the quarter increased 218% to $6.2 million from $1.9 million and net
income in the quarter increased 258% to $5.6 million from $1.6 million in the
quarter ended December 31, 1995. The Company continued to expand its penetration
of international markets, completing sales to its first customers in Brazil and
increasing sales in China. The Company has begun working with Flextronics
International, Ltd. ("Flextronics"), one of the Company's contract
manufacturers, to manufacture UMC assemblies at a Flextronics facility in China.

13
<PAGE>
USE OF PROCEEDS

The net proceeds to the Company from the sale of the 200,000 shares of
Common Stock offered by the Company hereby and the exercise of warrants to
purchase 307,928 shares of Common Stock by certain Selling Stockholders will be
approximately $8.6 million, assuming a public offering price of $46 per share
and after deducting estimated underwriting discounts and commissions and
estimated offering expenses payable by the Company. The Company will not receive
any proceeds from the sale of Shares by the Selling Stockholders. The Company
expects to use the net proceeds received by it from the Shares sold by it in
this offering and the exercise of the warrants by certain Selling Stockholders
for general corporate purposes, including the funding of working capital
requirements. Pending such uses, the Company will invest the net proceeds of
this offering in investment-grade, interest-bearing securities.

From time to time, the Company may evaluate opportunities to enter into new
strategic relationships, joint ventures, potential acquisitions or other similar
transactions and may use a portion of the proceeds to enter into such
transactions. There are no present understandings or agreements with respect to
any such transaction, and there can be no assurance that the Company will enter
into any such arrangements.

DIVIDEND POLICY

The Company has never declared or paid cash dividends on its capital stock.
The Company currently intends to retain all of its earnings, if any, for use in
its business and does not anticipate paying any cash dividends in the
foreseeable future. In addition, the Company's revolving line of credit
agreement requires the prior consent of the bank before payment of dividends by
the Company.

PRICE RANGE OF COMMON STOCK

The Company's Common Stock has traded on the Nasdaq National Market under
the symbol "AFCI" since October 1, 1996. The Company's initial public offering
price was $25 per share. The following table sets forth, for the periods
indicated, the high and low closing sale prices for the Company's Common Stock
as reported by the Nasdaq National Market:

<TABLE>
<CAPTION>
HIGH LOW
--------- ---------
<S> <C> <C>
Year Ending December 31, 1997:
First Quarter (through January 29, 1997)................................... $ 55 5/8 $ 45 3/4
Year Ending December 31, 1996:
Fourth Quarter (beginning October 1, 1996)................................. 61 1/4 44 1/2
</TABLE>

On January 29, 1997, the last reported sale price of the Common Stock on the
Nasdaq National Market was $46 per share. As of December 31, 1996 there were
approximately 211 holders of record of the Company's Common Stock.

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<PAGE>
CAPITALIZATION

The following table sets forth the capitalization of the Company (i) at
December 31, 1996, and (ii) as adjusted to give effect to the sale by the
Company of 200,000 shares of Common Stock at an assumed public offering price of
$46 per share (after deducting estimated underwriting discounts and commissions
and estimated offering expenses payable by the Company) and the exercise of
warrants to purchase 307,928 shares of Common Stock at an exercise price of
$1.165 per share.

<TABLE>
<CAPTION>
DECEMBER 31, 1996
-----------------------
ACTUAL AS ADJUSTED
---------- -----------
(IN THOUSANDS, EXCEPT
SHARE DATA)
<S> <C> <C>
Stockholders' equity (deficit):
Preferred Stock, $.01 par value; 5,000,000 shares authorized, no shares issued and
outstanding........................................................................... $ -- $ --
Common Stock, $.01 par value; 100,000,000 shares authorized, 32,649,607 shares issued
and outstanding, actual; 33,157,535 shares issued and outstanding, as adjusted (1).... 326 332
Additional paid-in capital............................................................... 164,002 172,645
Notes receivable from stockholders....................................................... (151) (151)
Accumulated deficit...................................................................... (6,154) (6,154)
---------- -----------
Total stockholders' equity............................................................. 158,023 166,672
---------- -----------
Total capitalization............................................................... $ 158,023 $ 166,672
---------- -----------
---------- -----------
</TABLE>

- ---------
(1) Excludes 7,008,142 shares of Common Stock reserved for issuance under the
Company's stock option plans, under which options to purchase 4,313,544
shares were outstanding as of December 31, 1996, and 1,500,000 shares
reserved for issuance under the Company's Employee Stock Purchase Plan. Also
excludes 2,265,848 shares of Common Stock reserved for issuance pursuant to
the exercise of warrants outstanding as of December 31, 1996 after giving
effect to the issuance of 307,928 shares of Common Stock upon the exercise
of warrants by certain Selling Stockholders in connection with this
offering. See ``Management -- Stock Incentive Plan," `` -- Employee Stock
Purchase Plan," ``Certain Transactions" and ``Description of Capital Stock."

15
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated financial data should be read in
conjunction with the Company's consolidated financial statements and notes
thereto and the discussion under ``Management's Discussion and Analysis of
Financial Condition and Results of Operations" included elsewhere in this
Prospectus. The consolidated statement of operations data for the years ended
December 31, 1994, 1995 and 1996 and consolidated balance sheet data as of
December 31, 1995 and 1996 are derived from financial statements, which have
been audited by KPMG Peat Marwick LLP, independent auditors, included elsewhere
in this Prospectus. The consolidated statement of operations data for the year
ended December 31, 1993 and the consolidated balance sheet data as of December
31, 1993 and 1994 have been derived from audited financial statements not
included in this Prospectus. The consolidated statement of operations data for
the period from May 29, 1992 to December 31, 1992 and balance sheet data as of
December 31, 1992 have been derived from unaudited financial statements that are
not contained herein but which reflect, in management's opinion, all
adjustments, consisting of normal recurring adjustments, necessary for a fair
presentation thereof. These historical results are not necessarily indicative of
the results to be expected in the future.

<TABLE>
<CAPTION>
INCEPTION (MAY
29, 1992) TO
DECEMBER 31, YEAR ENDED DECEMBER 31,
--------------- ------------------------------------------
1992 1993 1994 1995 1996 (1)
--------------- --------- --------- --------- ---------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
Revenues........................................................ $ 275 $ 620 $ 18,802 $ 54,287 $ 130,193
Cost of revenues................................................ 38 2,574 14,124 33,469 73,950
----- --------- --------- --------- ---------
Gross profit (loss)........................................... 237 (1,954) 4,678 20,818 56,243
----- --------- --------- --------- ---------
Operating expenses:
Research and development...................................... 622 2,044 2,867 5,730 14,413
Selling, general and administrative........................... 266 2,509 5,051 9,660 21,188
DSC litigation costs.......................................... -- 784 4,551 1,623 18,947
----- --------- --------- --------- ---------
Total operating expenses.................................... 888 5,337 12,469 17,013 54,548
----- --------- --------- --------- ---------
Operating income (loss)......................................... (651) (7,291) (7,791) 3,805 1,695
Gain on dissolution (equity in loss) of joint venture, net...... -- -- -- (1,516) 1,516
Other income (expense), net..................................... (25) -- 26 149 872
----- --------- --------- --------- ---------
Income (loss) before income taxes............................... (676) (7,291) (7,765) 2,438 4,083
Income taxes (benefit).......................................... -- -- -- 97 (3,154)
----- --------- --------- --------- ---------
Net income (loss)............................................... $ (676) $ (7,291) $ (7,765) $ 2,341 $ 7,237
----- --------- --------- --------- ---------
----- --------- --------- --------- ---------
Pro forma net income per share (2).............................. $ 0.09 $ 0.21
--------- ---------
--------- ---------
Shares used in per share computations (2)....................... 27,329 34,282
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------------------------------------------
1992 1993 1994 1995 1996
--------------- --------- --------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash and cash equivalents and marketable securities............. $ -- $ 450 $ 3,858 $ 11,118 $ 108,430
Working capital................................................. 77 466 6,809 18,770 145,338
Total assets.................................................... 458 3,787 14,884 36,680 175,679
Redeemable convertible preferred stock.......................... -- 9,152 23,546 37,777 --
Total stockholders' equity (deficit)............................ (661) (7,952) (15,706) (15,765) 158,023
</TABLE>

- ------------
(1) Includes a charge of $15.8 million to reflect a cash payment of $10.1
million and the issuance of 725,787 shares of Common Stock to DSC in
settlement of outstanding litigation. See ``Business -- Legal Proceedings."
Without this charge, operating income for the year ended December 31, 1996
would have been $17.5 million.

(2) See Note 1 of Notes to Consolidated Financial Statements for an explanation
of the determination of the number of shares used in computing pro forma net
income per share.

16
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

AFC designs develops, manufactures, markets and supports the UMC system, a
cost-effective multi-feature digital loop carrier system developed to serve
small line-size markets. The Company's UMC system is designed to enable
telephone companies, cable companies and other service providers to connect
subscribers to the central office switch for voice and data communications over
copper, fiber, coaxial cable and analog radio networks. The Company was
incorporated in May 1992 and was in the initial startup and development phase
through December 1993. The Company began shipping the UMC in January 1994 and,
accordingly, has a limited operating history.

The Company has incurred substantial expenditures related to the
development, manufacturing startup and marketing of the UMC system. As a result
of these expenditures, combined with $25.9 million of expenses and settlement
amounts recorded in connection with certain litigation with DSC which was
settled in June 1996, the Company had an accumulated deficit of $6.2 million as
of December 31, 1996. Although the Company achieved profitability for the years
ended December 31, 1995 and 1996, there can be no assurance that the Company
will sustain or increase its profitability in the future.

The Company currently derives substantially all of its revenues from the UMC
system and expects that this concentration will continue in the foreseeable
future. As a result, any decrease in the overall level of sales of, or the
prices for, the UMC system due to product enhancements, introductions or
announcements by the Company's competitors, a decline in the demand for the UMC
system, product obsolescence or any other reason would have a material adverse
effect on the Company's business, financial condition and results of operations.
The Company derives a minor amount of revenue from royalties generated from the
Company's various strategic relationships. Support revenues have been negligible
since most systems shipped to date remain under the Company's initial two-year
product warranty period.

The Company sells its products worldwide, primarily through its direct sales
force in the domestic market, and through its direct sales force, distributors
and agents in international markets. In April 1994, the Company and a third
party entered into a joint venture, pursuant to which a Hong Kong-based
subsidiary was formed, 49% of which was owned by the Company and the remaining
51% of which was owned by the third party. In April 1996, the Company acquired
the third party's interest in the subsidiary. As a result of this acquisition,
the Company began consolidating the results of the Hong Kong-based subsidiary
and of a China-based joint venture, 60% of which was owned by the subsidiary and
40% of which was owned by the joint venture partner. The change in accounting
from the equity method to consolidation did not have a material impact on the
Company's financial condition and results of operations in 1996. In August 1996,
the Company and the China-based joint venture partner agreed to liquidate the
joint venture. A charge for liquidation costs of $383,000 was recorded in the
second half of 1996. The liquidation is expected to be completed during the
first quarter of 1997 and is not expected to have a material impact on the
Company's financial condition and results of operations. See Note 2 of Notes to
Consolidated Financial Statements.

The Company's customers normally install a portion of the UMC system in
outdoor locations. Shipments of the UMC system are subject to the effects of
seasonality, with fewer installation projects scheduled for the winter months.
Accordingly, the Company believes that over time this seasonality will cause its
revenues in the quarter ended March 31 to be lower than revenues in the
preceding quarter ended December 31. In particular, the Company currently
believes that revenues in the quarter ended March 31, 1997 may be lower than
revenues in the quarter ended December 31, 1996. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations -- Quarterly
Results of Operations."

17
<PAGE>
RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, the percentage of
revenues represented by certain items reflected in the Company's consolidated
statements of operations:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------
1994 1995 1996(1)
--------- --------- -----------

<S> <C> <C> <C>
Revenues........................................................................... 100.0% 100.0% 100.0%
Cost of revenues................................................................... 75.1 61.7 56.8
--------- --------- -----
Gross profit..................................................................... 24.9 38.3 43.2
--------- --------- -----
Operating expenses:
Research and development......................................................... 15.2 10.6 11.1
Selling, general and administrative.............................................. 26.9 17.8 16.3
DSC litigation costs............................................................. 24.2 3.0 14.5
--------- --------- -----
Total operating expenses....................................................... 66.3 31.3 41.9
--------- --------- -----
Operating income (loss)............................................................ (41.4) 7.0 1.3
Gain on dissolution (equity in loss) of joint venture, net......................... -- (2.8) 1.2
Other income, net.................................................................. 0.1 0.3 0.6
--------- --------- -----
Income (loss) before income taxes.................................................. (41.3) 4.5 3.1
Income taxes (benefit)............................................................. -- 0.2 (2.4)
--------- --------- -----
Net income (loss).................................................................. (41.3)% 4.3% 5.5%
--------- --------- -----
--------- --------- -----
</TABLE>

- ------------

(1) Includes a charge of $15.8 million to reflect a cash payment of $10.1
million and the issuance of 725,787 shares of Common Stock to DSC in
settlement of outstanding litigation. See Note 10 of the Notes to the
Consolidated Financial Statements. Without this charge, operating income as
a percentage of revenues for the year ended December 31, 1996 would have
been 13.4%.

1996 COMPARED WITH 1995

REVENUES. Revenues increased 139.8% from $54.3 million in 1995 to $130.2
million for 1996. International revenues increased 276.7% from $7.2 million in
1995 to $27.1 million in 1996 and represented 13.2% and 20.8% of total revenues
in 1995 and 1996, respectively. No single customer accounted for 10% or more of
revenues in 1996. ALLTEL Supply, Inc. an affiliate of ALLTEL, an independent
domestic telephone company, accounted for 15.7% of total revenues in 1995. No
other single customer accounted for 10% or more of revenues in 1995. Although
the Company's largest customers have varied from period to period, the Company
anticipates that its results of operations in any given period will continue to
depend to a significant extent upon sales to a small number of customers. There
can be no assurance that the Company's principal customers will continue to
purchase product from the Company at current levels, if at all. The loss of one
or more major customers could have a material adverse effect on the Company's
business, financial condition and results of operations.

International and domestic revenues increased as a result of expansion of
the Company's customer base and the introduction of new features in the UMC
system. The increase in international revenues was partially due to higher sales
levels in China resulting from the acquisition in April 1996 of the shares of
the Company's Hong Kong-based subsidiary not previously owned by the Company
(which resulted in the consolidation for financial reporting purposes of the
Company's China-based operations) as well as increased levels of sales activity
in China. The increase in international revenues was also attributable to sales
to France Telecom, Hong Kong Telecom and Promon Electronics (Brazil).

GROSS PROFIT. Gross profit is comprised of revenues less materials,
manufacturing and warranty costs. Gross profit increased 170.2% from $20.8
million in 1995 to $56.2 million in 1996. As a percent of revenues, gross
profits were 38.3% in 1995 and 43.2% in 1996. The improvement in gross margins
was attributable to greater efficiencies in purchasing and manufacturing
activities resulting from higher unit volumes. Also, the Company realized lower
product costs as a result of engineering design improvements. Gross margins were
negatively impacted in 1996 by the increased level of sales in China which
generally have a lower gross margin due to the higher cost of distribution and
price sensitivity as compared with other markets. In the

18
<PAGE>

future, gross margins may fluctuate due to a wide variety of factors, including:
the mix between domestic and international sales; the customer mix; the timing
and size of orders which are received and can be shipped in a quarter; the
availability of adequate supplies of key components and assemblies and the
adequacy of manufacturing capacity; the Company's ability to introduce new
products and technologies on a timely basis; the timing of new product
introductions or announcements by the Company or its competitors; price
competition; and unit volume.

RESEARCH AND DEVELOPMENT. Expenses relating to research and development
activities increased 151.5% from $5.7 million in 1995 to $14.4 million in 1996.
As a percentage of revenues, research and development expenses increased from
10.6% for 1995 to 11.1% in 1996. The increase resulted primarily from the hiring
of additional personnel and the increased use of outside services for certain
development efforts during 1996. The number of employees in research and
development increased from 63 at December 31, 1995 to 124 at December 31, 1996.
The increase in research and development expenses was also attributable to
higher costs for material and test equipment used to develop and test new
products and features. The Company expects that research and development
expenditures generally will continue to increase in absolute dollars to support
the continued development of new features and product cost reduction efforts.
All research and development costs have been expensed as incurred.

SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses increased 119.3% from $9.7 million in 1995 to $21.2 million in 1996. As
a percentage of revenues, selling, general and administrative expenses decreased
from 17.8% in 1995 to 16.3% in 1996. Costs in the sales and marketing area
increased significantly from period to period reflecting the hiring of new
employees, and commissions earned by the Company's sales force and outside
international sales representatives as a result of higher revenue levels. The
Company also increased its advertising and trade show participation in 1996.
General and administrative expenses increased as a result of the expansion of
the administrative staff in 1996, the legal costs incurred for the ITRI
litigation and the additional costs associated with being a public company.

DSC LITIGATION COSTS. Litigation expenses incurred in connection with the
DSC litigation increased from $1.6 million for 1995 to $18.9 million for 1996.
The increase is primarily attributable to the $15.8 million charge recorded in
the second quarter of 1996 in connection with the final settlement of the DSC
litigation. See Note 10 of Notes to the Consolidated Financial Statements.

GAIN ON DISSOLUTION (EQUITY IN LOSS) OF JOINT VENTURE, NET. In 1996 and
1995, the Company made advances to a joint venture in which the Company had a
50% ownership interest. In April 1995, the Company made a loan of $1.0 million
to the joint venture. During 1995 and the first quarter of 1996, the Company
recorded its proportionate share of the joint venture's losses to the extent of
the loan and advances. As a result, the loan and intercompany receivables were
reduced to zero on the Company's balance sheet as of December 31, 1995. On
December 23, 1996 the Company and the joint venture partner entered into an
agreement to terminate the joint venture. In connection with the dissolution,
the joint venture partner reimbursed the Company $1,683,000 for all loans and
advances made by the Company to date. The reimbursement was recorded as a gain
in the fourth quarter of 1996 and is reflected in gain on dissolution (equity in
loss) of joint venture, net.

OTHER INCOME, NET. Net other income increased from $149,000 in 1995 to
$872,000 in 1996 and consisted primarily of interest income from the Company's
cash and investments in marketable securities, net of interest expense on the
Company's bank line of credit and short-term bank loan.

INCOME TAXES (BENEFIT). An income tax benefit of $3.2 million was recorded
for 1996 to reflect the benefit of the DSC litigation settlement and the
decrease in the valuation allowance recorded against the Company's deferred tax
assets. As of December 31, 1996, the Company has recorded no valuation allowance
against its deferred tax assets because management believes such assets are
realizable. For the second half of 1996, the Company recorded income taxes at an
effective rate that approximates the combined federal and state statutory rates.

19
<PAGE>
1995 COMPARED WITH 1994

REVENUES. Revenues were $18.8 million and $54.3 million in 1994 and 1995,
respectively. The Company began shipping the UMC 1000 in January 1994. The
revenue level achieved in 1994 reflected initial market acceptance of the
Company's product by independent telephone companies in the United States, as
well as sales to a distributor in Mexico. The 189% increase in revenues in 1995
compared with 1994 resulted from growth in system sales of the UMC to an
expanded customer base. During 1994, shipments to PTI, an independent domestic
telephone company, accounted for approximately 27.0% of revenues. In 1995, the
Company's largest customer, ALLTEL Supply, Inc., accounted for 15.7% of
revenues. No other single customer accounted for 10% or more of revenues in 1994
or 1995. International revenues increased $3.6 million, or 99% from $3.6 million
in 1994 to $7.2 million in 1995, and represented 19.2% and 13.2% of revenues in
1994 and 1995, respectively.

GROSS PROFIT (LOSS). Gross profit increased from $4.7 million in 1994 to
$20.8 million in 1995, respectively, and gross margins increased from 24.9% in
1994 to 38.3% in 1995. Gross margins improved in 1995 due to lower product costs
resulting from engineering design improvements and greater efficiencies achieved
in purchasing and manufacturing activities associated with higher unit volumes.

RESEARCH AND DEVELOPMENT. Research and development expenses were $2.9
million and $5.7 million in 1994 and 1995, respectively. As a percentage of
revenues, research and development expenses were 15.2% and 10.6% in 1994 and
1995, respectively. The Company increased its engineering staff to support
continued product development and cost reductions during these periods from 38
to 63 employees at December 31, 1994 and 1995, respectively. The decrease in
research and development expenses as a percentage of revenues from 1994 to 1995
was the result of the Company's rapid growth in revenues. All research and
development costs have been expensed as incurred.

SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses were $5.1 million and $9.7 million in 1994 and 1995, respectively. As a
percentage of revenues, selling, general and administrative expenses were 26.9%
and 17.8% in 1994 and 1995, respectively, with the decrease being the result of
the increased revenue base. The increases in absolute dollars reflects the build
up of the Company's domestic and international direct sales team, investments in
customer support and marketing, costs associated with trade shows and other
marketing efforts, expansion of the Company's administrative staff and
installation of information, manufacturing and financial control systems.

DSC LITIGATION COSTS. DSC litigation costs were $4.6 million and $1.6
million in 1994 and 1995, respectively. DSC litigation costs in 1994 included
reserves for a possible settlement of $2.0 million. See Note 10 of Notes to
Consolidated Financial Statements.

GAIN ON DISSOLUTION (EQUITY IN LOSS) OF JOINT VENTURE, NET. During 1995,
the Company made a loan of $1.0 million and other operating expense advances
totaling approximately $516,000 to a joint venture in which the Company had a
50% ownership interest. In 1995, the Company recorded its proportionate share of
the joint venture's losses to the extent of the loan and advances. As a result,
the loan and intercompany receivables were reduced to zero on the Company's
balance sheet as of December 31, 1995.

OTHER INCOME, NET. Net other income was $26,000 and $149,000 in 1994 and
1995, respectively, and consisted of interest income from the Company's cash
investments, net of interest expense on stockholder loans in 1994 and advances
under the Company's bank line of credit in 1995.

INCOME TAXES. Because of operating losses sustained in 1994, the Company
did not provide for income taxes in that year, other than minimum California
state franchise tax. In fiscal 1995, the provision for income taxes was $97,000
and consisted of the federal alternative minimum tax and the California minimum
state franchise tax. See Note 7 of Notes to Consolidated Financial Statements.

20
<PAGE>
QUARTERLY RESULTS OF OPERATIONS

The following tables present unaudited quarterly financial information for
the four quarters of 1995 and 1996. In the opinion of the Company's management,
this unaudited information has been prepared on the same basis as the audited
financial statements contained herein and includes all adjustments (consisting
only of normal recurring adjustments) necessary to present fairly the
information set forth therein. The operating results for any quarter are not
necessarily indicative of results for any future period.
<TABLE>
<CAPTION>
QUARTER ENDED
----------------------------------------------------------------------------------------
MAR. 31, JUNE 30, SEPT. 30, DEC. 31, MAR. 31, JUNE 30, SEPT. 30, DEC. 31,
1995 1995 1995 1995 1996 1996 (1) 1996 1996
----------- --------- --------- --------- --------- --------- --------- ---------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues.............................. $ 7,456 $ 11,789 $ 15,548 $ 19,494 $ 24,121 $ 29,651 $ 35,012 $ 41,409
Cost of revenues...................... 4,633 7,288 9,837 11,711 14,101 16,957 19,737 23,155
----------- --------- --------- --------- --------- --------- --------- ---------
Gross profit.......................... 2,823 4,501 5,711 7,783 10,020 12,694 15,275 18,254
----------- --------- --------- --------- --------- --------- --------- ---------
Operating expenses:
Research and development............ 1,050 1,214 1,406 2,060 2,619 3,275 4,141 4,378
Selling, general and
administrative..................... 1,681 2,281 2,471 3,227 3,545 4,356 5,608 7,679
DSC litigation costs................ 358 392 324 549 691 18,256 -- --
----------- --------- --------- --------- --------- --------- --------- ---------
Total operating expenses........ 3,089 3,887 4,201 5,836 6,855 25,887 9,749 12,057
----------- --------- --------- --------- --------- --------- --------- ---------
Operating income (loss)............... (266) 614 1,510 1,947 3,165 (13,193) 5,526 6,197
Other income (expense):
Gain on dissolution (equity in loss)
of joint venture, net.............. (202) (340) (526) (448) (167) -- -- 1,683
Other income (expense), net......... 26 15 (4) 112 84 (18) (338) 1,144
----------- --------- --------- --------- --------- --------- --------- ---------
Income (loss) before income taxes..... (442) 289 980 1,611 3,082 (13,211) 5,188 9,024
Income taxes (benefit)................ -- 2 39 56 910 (9,498) 1,984 3,450
----------- --------- --------- --------- --------- --------- --------- ---------
Net income (loss)..................... $ (442) $ 287 $ 941 $ 1,555 $ 2,172 $ (3,713) $ 3,204 $ 5,574
----------- --------- --------- --------- --------- --------- --------- ---------
----------- --------- --------- --------- --------- --------- --------- ---------

AS A PERCENTAGE OF REVENUES
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues.............................. 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Costs of revenues..................... 62.1 61.8 63.3 60.1 58.5 57.2 56.4 55.9
----------- --------- --------- --------- --------- --------- --------- ---------
Gross profit.......................... 37.9 38.2 36.7 39.9 41.5 42.8 43.6 44.1
----------- --------- --------- --------- --------- --------- --------- ---------
Operating expenses:
Research and development............ 14.1 10.3 9.0 10.6 10.9 11.0 11.8 10.6
Selling, general and
administrative..................... 22.5 19.3 15.9 16.6 14.7 14.7 16.0 18.5
DSC litigation costs................ 4.8 3.3 2.1 2.8 2.9 61.6 -- --
----------- --------- --------- --------- --------- --------- --------- ---------
Total operating expenses........ 41.4 33.0 27.0 29.9 28.4 87.3 27.8 29.1
----------- --------- --------- --------- --------- --------- --------- ---------
Operating income (loss)............... (3.6) 5.2 9.7 10.0 13.1 (44.5) 15.8 15.0
Other income (expense):
Gain on dissolution (equity in loss)
of joint venture, net.............. (2.7) (2.9) (3.4) (2.3) (0.7) -- -- 4.1
Other income (expense), net......... 0.3 0.1 -- 0.6 0.3 (0.1) (1.0) 2.7
----------- --------- --------- --------- --------- --------- --------- ---------
Income (loss) before income taxes..... (5.9) 2.5 6.3 8.3 12.8 (44.6) 14.8 21.8
Income taxes (benefits)............... -- -- 0.3 0.3 3.8 (32.1) 5.6 8.3
----------- --------- --------- --------- --------- --------- --------- ---------
Net income (loss)..................... (5.9)% 2.5% 6.0% 8.0% 9.0% (12.5)% 9.2% 13.5%
----------- --------- --------- --------- --------- --------- --------- ---------
----------- --------- --------- --------- --------- --------- --------- ---------
</TABLE>

- ------------
(1) Includes a charge of $15.8 million in the quarter ended June 30, 1996 to
reflect a cash payment of $3.0 million paid in June 1996, additional cash
payments of $7.1 million paid in July and the issuance of 725,787 shares of
Common Stock to DSC in settlement of outstanding litigation. See "Business
-- Legal Proceedings." Without this charge, operating income for the quarter
ended June 30, 1996 would have been $2.6 million, and as a percentage of
revenues would have been 8.8%.

21
<PAGE>
The Company's operating results have been, and will continue to be, affected
by a wide variety of factors, some of which are outside of the Company's
control, that could have a material adverse effect on revenues and results of
operations during any particular period. These factors include: the mix between
domestic and international sales; the customer mix; the timing and size of
orders which are received and can be shipped in a quarter; the availability of
adequate supplies of key components and assemblies and the adequacy of
manufacturing capacity; the Company's ability to introduce new products and
technologies on a timely basis; the timing of new product introductions or
announcements by the Company or its competitors; price competition; and unit
volume.

The UMC system is sold primarily to telephone companies that install the UMC
system as part of their access networks. Additions to those networks represent
complex engineering projects which can require from three to twelve months from
project conceptualization to completion. The UMC system typically represents
only a portion of a given project and, therefore, the timing of product shipment
and revenue recognition is often difficult to forecast. In developing countries,
delays and reductions in the planned project development can be caused by
additional factors, including reductions in capital availability due to declines
in the local economy, currency fluctuations, priority changes in the
government's budget and delays in receiving government approval for deployment
of the UMC system in the local loop. The Company's expenditures for research and
development, marketing and sales, and the general and administrative functions
are based in part on future revenue projections and in the near term are
relatively fixed. The Company may be unable to adjust spending in a timely
manner in response to any unanticipated declines in revenues. Accordingly, any
significant decline in demand for the UMC system relative to planned levels
could have a material adverse effect on the business, financial condition and
results of operations in that quarter or subsequent quarters. All of the above
factors are difficult to forecast, and these or other factors could materially
adversely affect the Company's business, financial condition and results of
operations. As a result, the Company believes that period-to-period comparisons
are not necessarily meaningful and should not be relied upon as indications of
future performance. Fluctuations in the Company's operating results may cause
volatility in the price of the Company's Common Stock. Further, it is likely
that in some future quarter the Company's revenue or operating results will be
below the expectations of public market analysts or investors. In such event,
the market price of the Company's Common Stock would likely be materially
adversely affected.

LIQUIDITY AND CAPITAL RESOURCES

The components of the Company's capital resources and liquidity at December
31, 1995 and 1996 were as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1995 1996
--------- ---------
<S> <C> <C>
Cash and cash equivalents............................................... $ 11,118 $ 24,942
Marketable securities................................................... -- 83,488
Non-debt working capital, excluding cash and cash equivalents and
marketable securities.................................................. 7,652 36,908
</TABLE>

On October 1, 1996, the Company issued 5,175,000 shares of its Common Stock
pursuant to an underwritten initial public offering which generated
approximately $118.1 million of net proceeds. These proceeds were used to reduce
debt of approximately $14.8 million and to provide resources for general working
capital purposes. The balance was invested in cash equivalents and marketable
securities.

Prior to the Company's initial public offering, the Company had funded its
operations primarily through a series of preferred stock financings. From its
incorporation through September 1995, the Company completed five private
financings of equity securities providing aggregate net proceeds of
approximately $38.1 million. In September 1995, the Company repurchased and
retired approximately $4.2 million of its outstanding preferred stock. Upon the
consummation of the initial public offering, all shares of redeemable
convertible preferred stock were converted into a total of 18,717,463 shares of
Common Stock.

In April 1995, the Company made a loan of $1.0 million to a joint venture
owned 50% by the Company which bears interest at a rate of 5.5%. Beginning in
fiscal 1995, the Company recorded its proportionate

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<PAGE>
share of the joint venture's losses to the extent of the loan balance and
advances made to the joint venture. As a result, the loan and advances to the
joint venture were written off as of December 31, 1995. On December 23, 1996,
the Company and the joint venture partner entered into an agreement to terminate
the partnership. In connection with the dissolution, the joint venture partner
reimbursed the Company $1,683,000 for all loans and advances made by the Company
to date. The reimbursement was recorded as a gain in the fourth quarter of 1996
and is reflected in gain on dissolution (equity in loss) of joint venture, net
in the accompanying financial statements.

In April 1996, the Company purchased all of the stock outstanding in a
49%-owned subsidiary that had not previously been owned by the Company in
exchange for 220,000 shares of the Company's Series F Preferred Stock and
approximately $939,000 in cash.

In June 1996, as part of the DSC litigation settlement, the Company paid
$3.0 million in cash to DSC. In July 1996, the Company borrowed approximately
$7.1 million under a six-month term loan with Bank of the West. The proceeds
from the loan were used to pay the remaining obligations under the DSC
litigation settlement. The loan had an interest rate of 5.75% and a $4.0 million
compensating balance requirement. The loan was due in January 1997. In October
1996, the Company repaid the loan with the proceeds of the initial public
offering. See "Business -- Legal Proceedings" and Note 10 of Notes to
Consolidated Financial Statements.

The $6.2 million of cash used by operating activities during 1996 was
primarily the result of increases in receivables and inventory. Receivables were
higher by $21.4 million in 1996 because of increased revenues. The $5.7 million
growth in inventory is in support of the higher revenue levels.

Investing activities used $91.1 million of cash during 1996, primarily due
to the investment of the proceeds of the Company's initial public offering and
due to $8.4 million of capital expenditures offset by the $1.5 million net
reimbursement from a joint venture. The Company continues to invest in capital
equipment to support employee growth and research and development activities.

Financing activities provided $111.2 million of cash in 1996. The Company's
initial public offering generated $118.1 million of net proceeds. A portion of
the proceeds were used to repay $7.7 million in outstanding balances under a
line of credit agreement and $7.1 million outstanding under a six-month term
loan arrangement with a bank. The Company borrowed under the term loan
arrangement to fund a portion of the DSC litigation settlement.

The Company has a $12.0 million line of credit with a bank bearing interest
at prime plus 0.5%. The line of credit expired on November 15, 1996, but
automatically renews for successive thirty day periods until terminated by
written agreement. The amount available to the Company for borrowing under the
line is based upon the balance of eligible accounts receivable at the time of
borrowing. As part of the bank line, the bank may issue letters of credit up to
$10.0 million and foreign exchange contracts up to $5.0 million. The bank line
requires the Company to comply with certain financial covenants. As of December
31, 1995 and 1996, no borrowings were outstanding under the bank line. At
December 31, 1996, $1.6 million was reserved under the line for letters of
credit and foreign exchange contracts. The Company also has lease lines totaling
$5.2 million that were used to purchase equipment and furniture. There were no
amounts left available under the lease lines as of December 31, 1996.

The Company believes that its existing cash and short-term investments and
available credit facilities will be adequate to support the Company's financial
resource needs, including working capital requirements, capital expenditures,
operating lease obligations and debt payments for the next twelve months.

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BUSINESS

THE FOLLOWING BUSINESS SECTION CONTAINS FORWARD-LOOKING STATEMENTS WHICH
INVOLVE RISKS AND UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS COULD DIFFER
MATERIALLY FROM THOSE ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A
RESULT OF CERTAIN FACTORS, INCLUDING THOSE SET FORTH UNDER ``RISK FACTORS" AND
ELSEWHERE IN THIS PROSPECTUS. SEE "GLOSSARY OF TERMS" COMMENCING ON PAGE 63 FOR
DEFINITIONS OF VARIOUS ACRONYMS AND TECHNICAL TERMS USED IN THIS PROSPECTUS.

COMPANY OVERVIEW

Advanced Fibre Communications, Inc. designs, develops, manufactures, markets
and supports the UMC system, a cost-effective, multi-feature digital loop
carrier system developed to serve small line-size markets. The Company's UMC
system is designed to enable telephone companies, cable companies and other
service providers to connect subscribers to the central office switch for voice
and data communications over copper, fiber, coax and analog radio networks. The
Company believes that the UMC system is the only digital loop carrier that can
operate simultaneously over a variety of transmission media. The UMC system
meets the service needs of domestic and international subscribers including
analog services such as POTS, UVG and analog switched data service, and digital
services such as high speed digital data service, ISDN, ADU and SDU services.
Through a relationship with Tellabs Operations, Inc. (``Tellabs"), AFC has
developed the capability to deliver many of these same services over cable TV
networks.

INDUSTRY BACKGROUND

Much of the existing local loop, which connects the subscriber to the
central office switch, was designed to provide analog voice communications, or
POTS, over copper. As a transmission medium, copper suffers from significant
signal degradation, particularly when transmitting signals beyond 10,000 feet.
In addition, the traditional copper infrastructure was designed to support low
speed telecommunications services and offers relatively poor transmission
quality, especially in data communications applications. Before the 1970s,
various solutions were implemented to address these concerns; however, these
solutions were generally costly to maintain and resulted in complex
architectures. In the early 1970s, to decrease the cost and complexity of
extending service beyond 10,000 feet from the central office, telephone
companies began to deploy digital loop carriers (``DLCs"), which convert analog
signals into digital bit streams for transmission to and from the central
office. The resulting improved signal quality enabled telephone companies to
increase transmission distances from the central office to the customer.

Advancements in digital technology have enabled central office switches to
increase by tenfold the number of lines served. While these advancements have
permitted greater centralization of switch resources, they have also resulted in
increased distances between the central office and the subscribers. Rapid
deployment of DLCs was necessary to effectively transmit signals over these
greater distances. However, the copper infrastructures supported by traditional
DLCs lacked the bandwidth for additional lines and the transmission quality for
high speed telecommunications. In response to these limitations as well as the
deterioration of the existing copper infrastructure, telephone companies began
installing fiber in high density urban markets in the late 1980s. Next
generation DLCs (``NGDLCs") were designed and introduced to the market in the
early 1990s to support telecommunications services over fiber-only networks in
densely populated urban markets with 600 to 2,000 lines within the serviceable
area of the NGDLC (``large line-size markets"). NGDLCs address certain of the
limitations inherent in DLCs. However, NGDLCs have high installation costs and
complex, support-intensive characteristics and are optimized for fiber-only
networks and large line-size markets.

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Although urban markets have experienced the greatest initial demand for
additional lines and high-speed telecommunications services, the Company
believes that demand for these services is increasing in rural and suburban
markets as well. The Company also believes, however, that telecommunications
service providers in suburban and rural markets generally do not have the
resources to completely replace existing copper networks and therefore must
upgrade to fiber in incremental steps. These incremental infrastructure upgrades
result in hybrid networks containing both copper and fiber transmission lines.
In addition, worldwide demand for POTS and, to a lesser extent, high speed
telecommunications services, is creating the need for significant infrastructure
investments to increase the effective capacity of existing copper, replace
deteriorating copper and provide services in new areas. As telecommunications
service providers upgrade to fiber technology, deploy new networks and plan for
future subscriber services, they must determine how to ensure a seamless,
cost-effective connection between copper and fiber within the local loop.

THE AFC SOLUTION

The Company has developed the UMC system to provide cost-effective,
multi-feature local loop systems for the small line-size market, incorporating a
modular architecture that supports copper, fiber and coax and the evolution from
one transmission media to another. The Company believes that the UMC system is
the only digital loop carrier that can operate simultaneously over a variety of
transmission media. The UMC system is easily scalable from six to 672 lines
through the addition of plug-in components. Utilizing a single platform and a
variety of line cards supporting specific services, the UMC system is capable of
providing a range of voice and data services. In addition, the UMC system can be
installed in a variety of network configurations to support the varying
geographic distribution of subscriber bases. The Company has designed the UMC
system to require a minimum number of common control units to support
transmission over a variety of media and the delivery of more advanced services
and features by telephone companies. Thus, the UMC system offers a
cost-effective solution for the small line-size market with a wide variety of
features and advanced services.

AFC'S STRATEGY

AFC's objective is to be the leading provider of cost-effective,
multi-feature local loop systems for small line-size markets worldwide. The key
elements of its strategy to achieve this objective include:

TARGET DOMESTIC SMALL LINE-SIZE MARKETS. The Company sells the UMC system
principally through its direct sales force into domestic small line-size
markets. These markets, which are generally located in rural and suburban areas,
are served by independent telephone companies and by the RBOCs. The Company
intends to expand its direct sales force and augment its marketing and customer
support efforts to further penetrate its existing customer base of 450
independent telephone companies and penetrate the balance of the approximately
1,300 independent telephone companies. In addition, with the satisfactory
completion of a Bellcore technical audit, the Company is expanding into the RBOC
market by offering the UMC system as a solution to the small line-size system
requirements of the RBOCs.

PENETRATE INTERNATIONAL MARKETS. The Company markets the UMC system
internationally through local distributors and agents, through strategic
relationships, and directly to local service providers. The Company intends to
enhance its existing international operations with greater sales and marketing
resources to pursue market opportunities in countries currently undergoing
initial infrastructure deployment or upgrades which demand flexible and
cost-effective systems.

PROVIDE COST-EFFECTIVE SOLUTIONS. The UMC system enhances the transmission
quality and capacity of existing copper facilities, enabling telephone companies
to maximize the performance of the existing copper infrastructure while
permitting a cost-effective and easily configurable upgrade solution as
infrastructure is modernized or demands for more advanced communication services
increase. The Company believes that
the UMC system is the only digital loop carrier that can operate seamlessly over
hybrid networks including copper, fiber and analog radio. The UMC system can
also serve as a platform for providing high speed data transmission and other
advanced digital services such as video teleconferencing. The Company has
designed the UMC system to require a minimum number of common control units to
support transmission over a

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<PAGE>
variety of media and the delivery of more advanced services and features by
telephone companies. The Company's engineering and manufacturing efforts are
directed toward preserving and enhancing the cost-effectiveness of the UMC
system as new features and designs are released.

EXTEND TECHNOLOGY LEADERSHIP. The UMC system contains a proprietary
software and backplane design and modular architecture, which enable telephone
companies to more easily support the varying geographic distribution of
subscriber bases by employing multiple configurations which may be distributed
over any combination of transmission media (including copper, fiber, coax and
analog radio). The proprietary backplane design currently supports a variety of
voice and data services, and the Company is developing improvements to support
higher bandwidth applications. The Company is engaged in ongoing research and
development to leverage its technical expertise and to adapt its technology to
new markets and applications. For example, the Company is engaged in development
efforts to increase the scalability of the UMC system for large line-size
markets.

DEVELOP STRATEGIC RELATIONSHIPS. The Company has entered into certain
strategic relationships in order to broaden the manufacturing and distribution
of the UMC system into developing international markets, such as China and
India, and to leverage the UMC technology for applications in markets not
directly targeted by the Company, such as the provision of telephone services
over existing cable TV systems. The Company intends to invest in existing
strategic relationships and to seek additional relationships to gain
manufacturing and distribution leverage, to access advanced technologies and to
broaden the acceptance of the UMC system.

TECHNOLOGY AND PRODUCT ARCHITECTURE

The UMC architecture is based upon a modular software and hardware product
platform that can be configured and adapted to the particular requirements of
the customer. Each line card, transceiver and common control unit contains
proprietary application specific integrated circuits ("ASICs") that incorporate
the digital cross-connect function, eliminating the need for a separate digital
cross-connect within the assembly. This design improves efficiency, allowing the
Company to deliver the common control required by telephone companies with fewer
assemblies than most NGDLCs.

A basic UMC system consists of two terminals. Each terminal contains a power
supply, a central processing unit ("CPU"), a transceiver and a line card
providing subscriber service, such as analog voice service. The Local Exchange
Terminal (``LET"), located next to the local exchange switch in the central
office, contains a central processing unit and transmits and receives the
telephone signal from the Remote Service Terminal (``RST") mounted close to the
subscriber group in a weatherproof housing. The RST receives analog signals from
the telephone instruments of subscribers, transforms them into digitally
encoded, time divisioned multiplexed bit streams, and transports them across
either copper, fiber or radio transmission media to a central office. There, the
LET either decodes the signal and converts it back into an analog signal for
connection into the telephone network, or connects the digital signal directly
into the network.

The base UMC system permits telephone companies to offer basic analog voice
service to six subscribers and is priced at approximately $4,000, excluding the
cabinet. The base UMC system can be expanded to accommodate additional
subscribers, to provide advanced services and to operate over different or
multiple transmission media. The UMC system can be configured to accommodate up
to 120 subscribers through the addition of line cards and up to 672 subscribers
through the addition of channel bank assemblies. During 1996, UMC systems with
capacities of 120 and 240 lines of POTS sold for average prices, including the
cabinet, of approximately $25,000 and $40,000, respectively.

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<PAGE>
In addition, the UMC architecture enables telephone companies to more easily
support the varying geographic distribution of subscriber bases by employing
multiple configurations which may be distributed over any combination of various
transmission media, including copper, fiber and coax. A sample installation is
depicted below:

[Diagram of sample UMC system installation.]

The UMC system consists of the following modules, which may be
configured according to the needs of the Company's customers:

CHANNEL BANK ASSEMBLY. The channel bank assembly is used at both
the remote and central office location, employing a 98 megabit backplane
and a flexible slot architecture which supports system expansion (via a
fiber connection between channel bank assemblies) to 672 subscribers, as
well as a variety of configurations to match the geographic distribution
of the subscribers served.

COMMON CONTROL UNITS. Common control units include the central
processing unit, power supplies at both the central office and remote
location, connection units for expansion of the system from 120
subscriber lines to 672 subscriber lines and a metallic test unit for
network testing from the central switching office.

TRANSCEIVERS. Transceivers used for providing the transport of the
signal between the subscriber and the central office switch are
available in fiber, E1, T1 and analog radio versions.

LINE CARDS. Line cards are designed to provide voice and data
transmissions in either analog or digital form for both domestic and
international requirements.

SOFTWARE. The UMC proprietary system software is menu driven with
self-configurable plug and play orientation, providing detailed system
monitoring, alarm information, card inventory and security.

CABINET. The UMC cabinet is available in configurations supporting
subscriber levels of 48, 120, 240 or 672. The cabinet is a weather
resistant, field installable unit and includes power supplies, battery
backup, lightning protection and cross-connect capabilities.

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MARKETS AND CUSTOMERS

To date, the UMC system has been deployed primarily in the U.S. rural and
suburban markets served by independent telephone companies. While the Company
believes this market has substantial revenue potential and intends to continue
to pursue customers in the U.S. small line-size market, the Company has also
begun to pursue other potential markets and customers for the UMC system, such
as the RBOCs, international telecommunications service providers and competitive
access providers.

DOMESTIC SMALL LINE-SIZE MARKET

The domestic small line-size markets for telecommunications services are
generally located in rural and suburban areas and are served by approximately
1,300 independent telephone companies and the seven RBOCs. The independent
telephone companies range from rural companies with as few as 125 subscribers to
GTE, with approximately 17 million subscribers. The independent companies in
general do not require telephone equipment suppliers to satisfy Bellcore
testing, and typically do not require specific design changes in the product in
order for the equipment to be deployed. As a result, the Company was able to
deploy the UMC system rapidly to independent telephone companies and to build
customer acceptance of the UMC system quickly. In addition, independent
telephone companies typically have smaller budgets for telephone equipment than
the RBOCs and demand easily scalable and configurable cost-effective solutions.
The UMC system's ability to improve analog transmission and increase the
capacity of existing networks, together with its ability to operate
simultaneously over a variety of transmission media, enables telephone companies
to maximize the performance of existing copper infrastructure while permitting a
cost-effective and easily configurable upgrade solution as infrastructure is
modernized or demands for more advanced communication services increase. Thus,
the Company believes that the UMC system provides an attractive solution for the
independent telephone companies in small line-size markets. Moreover, with the
satisfactory completion of a Bellcore technical audit, the Company is expanding
into the RBOC market by offering the UMC system as a solution for the small
line-size system requirements of the RBOCs.

The Company has segmented and prioritized the independent telephone company
market into the following: (i) small independents that use consulting
engineering firms to provide network design for service expansion and
modernization; (ii) medium-size independents that perform the network design
internally; and (iii) large independents, such as GTE, that have engineering
committees that approve equipment for standardization and may require testing
and equipment modifications to meet their specific network requirements. The
Company has targeted each of these segments as sources of potential customers
and to date over 450 independents have purchased the Company's products.

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The following table lists the domestic independent telephone companies that
have purchased at least $200,000 of equipment from the Company since January
1996:

3 Rivers Telephone Co-op
Albany Mutual Telephone
Aliant Communications
ALLTEL
Anixter Brothers
Arvig Telephone
Atlantic Telephone Membership
BEK Communications Co-op
Ben Lomand Rural Telephone Co-op
Benkelman Telephone Company
Benton Cooperative Telephone Company
Big Bend Telephone
Blackfoot Telephone Co-op
Bledsoe Telephone Co-op
Blue Earth Valley Telephone Company
Bridgewater Telephone
Central Texas Telephone Co-op
Chibardun Telephone Co-op
Citizens Telephone
Classic Telephone
Clay County Rural Telephone
Coleman County Telephone Co-op
Commonwealth Telephone Company
Consolidated Telephone Company
Contoocook Valley Telephone
Copper Valley Telephone Company
Cross Telephone
Delta County Tele-Com
Delta Telephone Company
Dickey Rural Telephone
East Ottertail Telephone
Eastern Nebraska Telephone
Ellensburg Telephone
Evans Telephone Company
Farmers Telephone Co-op
Frontier Communications
Geneseo Telephone
Golden West Telecommunications
Granite State Telephone
GTE
Guadalupe Valley Telephone Co-op
Gulf Telephone Company
Hancock Rural Telephone
Harrisonville Telephone
Hill Country Telephone Co-op
Horry Telephone Co-op
Illinois Consolidated Telephone Company
JBN Telephone
Kerrville Telephone
Ketchikan Public Utilities
Lakedale Telephone
Logan Telephone Co-op
Mankato Citizens Telephone
Margaretville Telephone
Mid Rivers Telephone Co-op
Midplains Telephone
NE Missouri Rural Telephone
Nemont Telephone Co-op
North East North Central Telephone Co-op
North Pittsburgh Telephone
Northland Telephone
People's Rural Telephone Co-op
Perry-Spencer Telephone Co-op
Pioneer Telephone Association
Pioneer Telephone Co-op
Planters Telephone Co-op
Prairie Grove Telephone
PTI Communications
Pulaski-White Telephone
Range Telephone Company
RT Communications
Runestone Telephone Association
Rural Telephone Service
Sanborn Telephone Co-op
Shenandoah Telephone Company
Silver Star Telephone Company
Skyline Telephone
Smithville Telephone Company
Somerset Telephone Company
South Central Rural Telephone Co-op
Southwestern Telephone
St. Joseph Telecommunications
Standard Telephone Company
TDS Telecom
The Ponderosa Telephone
Triangle Telephone Co-op
Tricom
Twin Valley-Ulen Telephone
Uintah Basin Telephone
Valley Telephone Co-op
West Carolina Rural Telephone Co-op
West Central Telephone Association
Woodbury Telephone

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INTERNATIONAL MARKETS

The international telephone market is segmented into developing countries
requiring basic telecommunication services, or POTS, and developed countries
which, in addition to POTS, have requirements for more advanced
telecommunication services and which have barriers to entry in the form of
standards or unique domestic network specifications. In most of these
international markets, a single telephone company, which is typically highly
regulated and government-owned, provides service throughout the country.
Typically, these companies are striving to install technology that offers the
opportunity in the future for advanced services, with ease of installation and
servicing at an attractive price. In addition, they are striving to optimize
existing facilities, which typically consist of copper, for a growing subscriber
base. The Company is pursuing selected opportunities to develop these markets
primarily through direct contacts with local distributors and through its
strategic relationships, where the market also requires local manufacturing to
address high import tariffs and where the Company benefits from a local partner
that can assist customer relationships.

As part of its international strategy, the Company is primarily focused on
the substantial market opportunity which the Company believes exists in
developing countries currently undergoing infrastructure deployment.
Telecommunications companies in these markets demand flexible and cost-effective
systems. The Company has sold UMC systems to telephone companies in Brazil,
China, Mexico, the Netherlands Antilles and the Dominican Republic.

Telecommunications companies in more developed countries require that
products have modifications and design specifications that meet local
standardization guidelines. To date, the Company has successfully met these
standards requirements in, and is currently shipping products to, both France
and Hong Kong. The Company was awarded a contract with France Telecom for a
multiplexer subscriber system. The Company was also awarded a three-year
contract with Hongkong Telecommunications Limited to deploy the UMC system.
Although neither of these contracts require the customer to purchase any
specific amount of product from the Company, the Company believes that these
customers present a significant opportunity to the Company.

AFC and Harris Corporation, a stockholder of the Company, entered into an
agreement to form a joint venture to manufacture, distribute and support the UMC
system in India. The joint venture included formation of a holding company in
Mauritius, owned 51% by AFC and 49% by Harris, which in turn intends to form a
joint venture in India with local Indian partners following receipt of certain
government approvals. To date, the parties have identified and selected two
Indian companies that will collectively own 34% of the Indian venture to be
located in Delhi. In addition, as a means to protect its licensed technology in
India, AFC formed a 100% foreign-owned subsidiary in India, AFC India Private
(Ltd.), which holds the rights to license the UMC technology in India for
manufacturing in the local market. To date, the joint venture activities have
included testing and seeking type approval for the UMC system.

The UMC system has received or is currently undergoing type approval
qualification in a number of countries, including Hungary, Indonesia, the
Philippines and Russia. There can be no assurance that the UMC system will
receive type approval in these or other countries or that receipt of type
approval will lead to product sales. In addition, the Company currently has
outstanding responses to bid requests from telephone companies in India, Panama
and Brazil. The Company's bid responses have been accepted in certain cases and
rejected in others in the past, and there can be no assurance that currently
outstanding or future bid responses will be accepted and, even if accepted,
there can be no assurance that such acceptance will lead to significant sales.

FUTURE MARKET OPPORTUNITIES

REGIONAL BELL OPERATING COMPANIES (RBOCS). The seven RBOCs make up the
largest segment of the U.S. telecommunications equipment market and serve over
80% of all U.S. telephone customers, primarily in urban areas. All of these
companies have stringent testing and approval requirements, known as Bellcore
testing, that must be met before products can be installed in their networks.
Bellcore testing requires significant investments in resources to achieve
compliance. In addition, the RBOCs require that the equipment undergo one or
more field trials to demonstrate that the equipment meets the standards and
satisfies their

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<PAGE>
service and network requirements. The UMC system completed a Bellcore technical
audit, and the Company intends to submit new features for Bellcore testing as
they are released. In addition, the UMC system is being initially deployed by
Ameritech and is in laboratory or field trials at Pacific Bell and BellSouth.

COMPETITIVE ACCESS PROVIDERS. Deregulation has allowed non-regulated
telephone companies to provide local telephone services. Through better pricing,
faster installation and better customer service, these companies, known as
competitive access providers, hope to attract customers away from the RBOCs and
independent telephone companies. These companies historically have focused on
high density downtown business customers. As these carriers diversify their
sales efforts to include smaller businesses and office parks, an increasing
number will require smaller systems. The companies active in this market segment
are attractive targets for the Company because the UMC system has the capability
to cost-effectively provide a full range of communication services. The Company
intends to address this market primarily through its relationship with Tellabs.
AFC intends to serve this market both over traditional transmission media as
well as over coax media.

CABLE-BASED TELEPHONY. AFC and Tellabs, a stockholder of the Company,
entered into a general partnership in 1994 to design, develop, manufacture and
distribute a new product line derived from the UMC system. This product is
designed to allow telephone services to be provided over existing cable TV
systems as well as other transmission media. AFC contributed a non-exclusive
license to use the UMC technology, Tellabs contributed cash to the joint
venture, and each received defined marketing rights for the developed
technology. In early 1996, upon review of the development of the market for this
product, the Company concluded that the market for transmitting voice and data
over cable systems would develop at a slower pace than originally anticipated.
In the interest of directing its resources towards more immediate market
opportunities, AFC entered into agreements with Tellabs in 1996 that changed the
relationship between the parties. The new relationship provides AFC with
royalties and OEM revenues from Tellabs on its sales into its specified markets
and, in return, AFC works on selected developments of the UMC technology for
Tellabs' markets on a development contract basis. AFC retains all rights in its
technology as well as the market rights previously defined.

SALES, MARKETING AND CUSTOMER SUPPORT

The Company markets the UMC system worldwide directly to telephone companies
and indirectly through OEMs, distributors and joint ventures to accommodate
specific markets and customer support requirements. The Company's sales force
consists of two groups, one that focuses on U.S. and Canadian telephone
companies and one that focuses on international markets.

The Company's North American sales force focuses on developing relationships
with independent telephone companies in the U.S. and Canada and on understanding
their network deployment strategies and cost requirements. As of December 31,
1996, the Company's domestic sales organization consisted of 17 direct
salespersons, a domestic sales vice president, and technical support personnel.
The Company has sales personnel located in Pittsburgh, Minneapolis, Atlanta,
Denver, Dallas, Chicago, Seattle, Orlando, Birmingham, Tulsa and Santa Clara.
The Company also has sales personnel dedicated to specific customer accounts,
such as Ameritech, BellSouth, GTE and Pacific Bell. In addition to direct calls
on the telephone companies, sales to customers often involve marketing through
consulting engineers who are retained by small independent telephone companies
for engineering, specification and installation services.

The Company employs an international direct sales force consisting of three
salespersons and one vice president. The primary tasks of the international
sales force are to market the UMC system directly to international telephone
companies and to select, manage, and train local distributors. Sales to
international customers are primarily fulfilled through the Company's
distributors and agents. The Company currently has an office in Hong Kong.

The AFC sales organization receives support from the Company's marketing
department, which is responsible, among other things, for product marketing,
advertising and marketing communications. The marketing department works closely
with the planning and engineering departments of telephone companies in order to
provide product proposals that are optimal in terms of both performance and cost
for a specific network configuration.

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The Company's customer support organization is responsible for servicing the
Company's products and assisting the Company's sales personnel. In addition to
its own field technical service engineers, the Company uses Point-to-Point
Communications, Inc. (``Point-to-Point"), a third-party support organization,
which provides first-line support for the Company's customers through a
toll-free number open 24 hours per day, 365 days per year, and provides
installation services on a subcontract basis for the Company. Although to date
the Company believes Point-to-Point has provided satisfactory customer
assistance, there can be no assurance that Point-to-Point will be able to
provide the level of customer support demanded by existing or potential
customers. The Company maintains a training organization which is dedicated to
developing training curriculums and materials that are made available to the
customer either through a student training or a train the trainer program.
Internationally, the Company provides customer support either directly or
through authorized distributors or joint venture partners. The Company's
products generally have a warranty period of 24 months.

RESEARCH AND DEVELOPMENT

The Company's research and development efforts have been focused on
developing local loop products with advanced features for small line-size
markets. The Company has developed a modular software and hardware platform that
can be configured and adapted to particular customer requirements. In addition,
development efforts include extensive attention to ease of installation and use
by the customer as evidenced in the menu driven software approach as well as the
compact and efficient hardware design demonstrated in its PCBAs. The Company's
research and development personnel work closely with sales and marketing
personnel to ensure development efforts are targeted at customer needs. In
addition, the Company's development efforts are focused on developing
enhancements to the UMC system, such as a higher bandwidth backplane.

The current focus of the Company's research and development efforts is
directed at new releases of the UMC system addressing market demands for new
features and services. These efforts include developing new transceivers
incorporating HDSL capabilities, new customer features such as ISDN and new
interfaces such as TR303. The Company is also incorporating MLT remote testing
capabilities into the product in support of the RBOC market. In addition, future
releases are expected to include capabilities to support broader star
configurations, SONET OC3 transceivers and multi-point support for the coax
transceiver version of the product. Finally, the engineering team also
concentrates its attention on numerous projects in the areas of cost and quality
improvements in the UMC system.

In 1995 and 1996, the Company's research and development expenditures were
$5.7 million and $14.4 million, respectively, which represented 10.6% and 11.1%,
respectively, of total revenues in such periods. In 1993 and 1994, the Company's
research and development expenditures were $2.0 million and $2.9 million,
respectively. The Company considers its research and development efforts to be
vital to its future success and anticipates that research and development
expenditures as a percentage of revenues will remain significant for the
foreseeable future. As of December 31, 1996, the Company's research and
development staff consisted of 124 employees.

MANUFACTURING

Manufacturing, system integration and certain testing operations are
performed at the Company's headquarters in Petaluma, California. The Company's
manufacturing operations consist primarily of final assembly and test of
finished goods from components and custom-made subassemblies (primarily printed
circuit boards) purchased from third parties. The Company monitors quality at
each stage of the production process, including the selection of component
suppliers, warehouse procedures, the assembly of finished goods and final
testing, packaging and shipping. The Company also performs functional,
environmental and systems testing and quality assurance procedures on the
subassemblies which are incorporated into the UMC system and with respect to the
final products themselves.

The Company relies on a limited number of independent contractors that
manufacture the subassemblies to the Company's specifications for use in the
Company's products. In particular, the Company relies on: (i) Flextronics and
Tanon Manufacturing, Inc. (a division of Electronic Associates, Inc.) to
manufacture the Company's printed circuit board assemblies; (ii) Paragon, Inc.
to manufacture backplanes and channel bank assemblies and (iii) Sonoma Metal
Products, Inc. and Cowden Metal San Jose, Inc. to manufacture the outside

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cabinets. The Company believes that it has good relations with each of its
suppliers. As the demand for the UMC system has increased, the Company has begun
a program to identify, and potentially qualify at a future date, additional
suppliers to manufacture key product subassemblies. While the Company believes
that the subassemblies manufactured by any of the suppliers could be procured
from alternate suppliers, in the event that the Company's subcontractors were to
experience financial, operational, production, or quality assurance difficulties
that resulted in a reduction or interruption in supply to the Company or
otherwise failed to meet the Company's manufacturing requirements, the Company's
business, financial condition and results of operations would be adversely
affected until the Company established sufficient manufacturing supply from
alternative sources. There can be no assurance that the Company's current or
alternative manufacturers will be able to meet the Company's future requirements
or that such manufacturing services will continue to be available to the Company
at favorable prices.

Certain components used in the Company's products, including the Company's
proprietary ASICs, codecs, certain surface mount technology components and other
components, are only available from a single source or limited number of
suppliers. Some of the Company's sole-source suppliers are companies which from
time to time allocate parts to telephone equipment manufacturers due to market
demand for the telecommunication equipment. Many of the Company's competitors
are much larger and may be able to obtain priority allocations from these shared
suppliers, thereby limiting or making unreliable the sources of supply for these
components. The Company encountered supply delays for codecs in the second
quarter of 1994 which resulted in delayed shipments of the UMC system, and there
can be no assurance that similar shortages will not occur in the future or will
not result in the Company having to pay a higher price for components. If the
Company is unable to obtain sufficient quantities of these or any other
components, delays or reductions in manufacturing or product shipments could
occur which would have a material adverse effect on the Company's business,
financial condition and results of operations.

COMPETITION

The market for equipment for local telecommunications networks is extremely
competitive. The Company's competitors range from small companies, both domestic
and international, to large multinational corporations. The Company's
competitors include Alcatel Alsthom Compagnie Generale d'Electricite, DSC, ECI
Telecom, Ltd., E/O Networks, Fujitsu America, Inc., Hitron Technology, Inc.,
Lucent Technologies, Inc., NEC America, Inc., Northern Telecom Ltd., Opnet
Technologies Co. Ltd., RELTEC Corporation, Seiscor Technologies Inc., Siemens
Corporation, Teledata Communications, Ltd. and Vidar-SMS Co. Ltd. Many of these
competitors have more extensive financial, marketing and technical resources
than the Company and enjoy superior name recognition in the market. In addition,
the Company has entered into agreements with ITRI to jointly develop products
based on the UMC system. ITRI is a Taiwanese government-sponsored research and
development organization in the telecommunications field. Such agreements grant
ITRI and certain of its member companies certain rights to manufacture and sell
the ETSI version of the UMC system outside of North America. Such entities
currently compete with the Company in international markets, primarily in China.
In addition, upon termination of the agreements with ITRI in 2002, ITRI will
have a worldwide, non-exclusive, royalty-free, irrevocable license to use the
ETSI version of the UMC technology and, consequently, such member companies will
be able to compete with the Company worldwide at such time. There is an ongoing
dispute subject to litigation between the Company and ITRI and such member
companies as to whether, among other things, ITRI possesses the right to grant
such rights to manufacture and sell the ETSI version of the UMC system to new
member companies. Depending on the outcome of this dispute, the Company may face
competition from new member companies for the ETSI version of the UMC system.
Such companies may possess substantially greater financial, marketing and
technical resources than the Company. The Company may also face competition from
new market entrants. The principal competitive factors in the segment of the
telecommunications equipment industry in which the Company operates are total
cost of solution, product quality and performance, scalability, flexibility of
configuration and range of system capabilities available. The Company believes
that it competes favorably with respect to these factors, and that the ability
of the UMC system to offer voice and data communications over a variety of
transmission media in a cost-effective package provides a competitive advantage
in the small line-size market. There can be no assurance that the Company will
be able to compete successfully in the future.

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COMPLIANCE WITH REGULATORY AND INDUSTRY STANDARDS

The UMC system is required to comply with a large number of voice and data
regulations and standards, which vary domestically versus internationally and
may vary by the specific international market to which the Company sells its
products. The standards in the United States are determined by the FCC, by
Underwriters Laboratories, by independent telephone companies and by Bellcore.
The UMC technology is certified by Underwriters Laboratories. In international
markets, the Company's products must comply with recommendations by the
Consultative Committee on International Telegraph and Telephony and with
requirements established by the individual regional carriers which specify how
equipment that is connected to their local networks must operate. In addition,
the Company's products must comply with standards issued by ETSI. These
standards are implemented and enforced by the Telecommunications Regulatory
Authority of each European nation. Standards for new services continue to
evolve, and the Company will be required to modify its products or develop and
support new versions of its products to meet these standards. The failure of the
Company's products to comply, or delays in meeting compliance, with the evolving
standards both in its domestic and international markets could have a material
adverse affect on the Company's business, financial condition and results of
operations.

In addition, the Company will need to ensure that its products are easily
integrated with the carriers' network management systems. The RBOCs, which
represent a large segment of the U.S. telecommunications market, in many cases
require that equipment integrated into their networks be tested by Bellcore,
indicating that the products are interoperable with the operations,
administration, maintenance and provisioning systems used by the RBOCs to manage
their networks. Bellcore testing requires significant investments in resources
to achieve compliance. The UMC system completed a Bellcore technical audit and
was found to meet applicable requirements. The failure to maintain such
compliance and/or to obtain it on new features released in the future could have
a material adverse affect on the Company's ability to sell the UMC system to the
RBOCs, which represent a large segment of the telecommunications market.

The Company has not received ISO certification, which certifies that design
and manufacturing processes adhere to certain established standards. Many
telecommunications service providers particularly in international markets, will
not purchase products from suppliers that have not received ISO certification.
Accordingly, until it is able to obtain ISO certification, the Company may be
precluded from selling its products to these service providers and its ability
to compete with other suppliers of communications equipment may be adversely
affected. The Company has initiated the formal process of applying for ISO-9001
certification and expects to complete the audit process during 1997. ISO-9001
addresses quality assurance in design, development, production, installation and
service. There can be no assurance as to when or if the Company will receive
such certification. The failure to obtain such certification may preclude the
Company from selling the UMC system in certain markets.

PROPRIETARY RIGHTS AND LICENSES

The Company attempts to protect its technology through a combination of
copyrights, trade secret laws and contractual obligations. The Company does not
presently hold any patents for its existing products and has no patent
applications pending. There can be no assurance that the Company's intellectual
property protection measures will be sufficient to prevent misappropriation of
the Company's technology or that the Company's competitors will not
independently develop technologies that are substantially equivalent or superior
to the Company's technology. In addition, the laws of many foreign countries do
not protect the

34
<PAGE>
Company's intellectual property rights to the same extent as the laws of the
United States. The failure of the Company to protect its proprietary information
could have a material adverse effect on the Company's business, financial
condition and results of operations.

The increasing dependence of the telecommunications industry on proprietary
technology has resulted in frequent litigation based on allegations of the
infringement of patents and other intellectual property. The Company recently
settled litigation with DSC under which DSC had claimed proprietary rights in
the UMC technology. See ``-- Legal Proceedings." In the future the Company may
be subject to additional litigation to defend against claimed infringements of
the rights of others or to determine the scope and validity of the proprietary
rights of others. Future litigation also may be necessary to enforce and protect
trade secrets and other intellectual property rights owned by the Company. Any
such litigation could be costly and cause diversion of management's attention
either of which could have a material adverse effect on the Company's business,
financial condition and results of operations. Adverse determination in such
litigation could result in the loss of the Company's proprietary rights, subject
the Company to significant liabilities, require the Company to seek licenses
from third parties, or prevent the Company from manufacturing or selling its
products, any one of which could have a material adverse effect on the Company's
business, financial condition and results of operations. Furthermore, there can
be no assurance that any necessary licenses will be available on reasonable
terms.

In September 1992, AFC entered into agreements (the "ITRI Agreements") with
the Industrial Technology Research Institute ("ITRI") to jointly develop
products based on the ETSI version of the UMC system. ITRI is a Taiwanese
government-sponsored research and development organization in the
telecommunications field. Under the ITRI Agreements, ITRI has the exclusive
right in Taiwan to use and develop the ETSI version of the UMC technology, and
to manufacture such version of the UMC system through the member companies, but
does not have the right to manufacture and sell the Company's proprietary ASICs
except in circumstances where AFC has failed to provide the ASICs as required.
The ASIC designs were placed in escrow in order to be available to ITRI and the
member companies should the right to manufacture ASICs become effective. ITRI
and the member companies also have a non-exclusive right to sell or lease the
ETSI version of the UMC system in all countries outside of North America. The
ITRI Agreements require ITRI to pay the Company a royalty on sales or leases of
the UMC system made through September 2002, at which time the license becomes
fully-paid, and ITRI will have a worldwide, non-exclusive, royalty free,
irrevocable license to use the ETSI version of the UMC technology. ITRI's member
companies currently compete with the Company in international markets, primarily
in China. The Company is currently involved in litigation with ITRI and certain
of its member companies arising out of disputes over, among other things,
payment of royalties and the supply of ASICs. See ``-- Competition" and "--
Legal Proceedings -- ITRI."

LEGAL PROCEEDINGS

ITRI

In 1995, a dispute arose among the Company, ITRI and certain of ITRI's
member companies (the "Member Companies") in which the Company claimed that ITRI
and the Member Companies were, among other things, failing to pay royalties when
due. In reliance upon certain provisions of the ITRI Agreements, in April 1996,
the Company ceased delivering to the Member Companies certain proprietary ASICs
used in the manufacture of the UMC system. Pursuant to agreements with ITRI
reached in 1994, design documentation for these ASICs are held in a trust
account, with directions that the designs can be made available to ITRI on the
occurrence of specified conditions. On July 9, 1996, the trustee-custodian of
the ASIC designs filed suit against the Company in the United States District
Court, Eastern District of New York, alleging that the Company had wrongfully
discontinued the sale of the ASICs to the Member Companies. Among other things,
the complaint seeks unspecified damages on behalf of the trustee, and a
determination that the trustee can release the ASIC designs to ITRI. On July 31,
1996, the Company filed a counterclaim against the trustee claiming, among other
things, that the trustee improperly disclosed the design documentation to third
parties.

35
<PAGE>
secret misappropriation, tortious interference, and related claims. The
complaint alleges that ITRI breached the ITRI Agreements, among other things, by
failing to collect royalties owed to the Company, by developing UMC-based
products not shared with the Company, by transferring UMC technology to an
unauthorized company, and by misappropriating the Company's trade secrets and
that the ITRI Agreements have been terminated. The Company seeks damages,
punitive damages, and declaratory and injunctive relief. On September 13, 1996,
ITRI filed a demand for arbitration of the dispute and claimed, among other
things, that the Company has breached the ITRI Agreements and is liable for
unspecified royalties and punitive damages, and claiming proprietary rights in
certain UMC technology. On September 30, 1996, the Company amended the complaint
in its suit against ITRI to add the Member Companies and another company as
parties to the suit.

On August 27, 1996, the Member Companies filed suit against the Company in
United States District Court, Northern District of California, alleging breach
of contract and unfair competition based on the Company's discontinuation of
ASIC sales to the Member Companies. The complaint filed by the Member Companies
alleges that the Company lacked justification to discontinue the sale of ASICs
and that its failure to sell ASICs to the Member Companies constituted unfair
competition. The complaint seeks court-ordered arbitration, unspecified damages,
punitive damages and an injunction requiring further sales of the ASICs to the
Member Companies. On September 9, 1996, the court granted a temporary
restraining order pursuant to which the Company was required to supply the
Member Companies with a specified number of ASICs during the ensuing two month
period on the terms and conditions set forth in the ITRI Agreements. The court's
order was granted as an interim measure to preserve the status quo pending
adjudication on the merits. On September 16, 1996, the Company filed
counterclaims seeking declaratory and injunctive relief and damages against
Member Companies for, among other things, breach of contract, fraud and
misappropriation of trade secrets. On September 23, 1996, the Member Companies
filed a demand for arbitration of the dispute and claimed, among other things,
actual damages in excess of $60 million, legal fees and expenses and punitive
damages.

The parties conducted discovery with respect to the royalty and ASIC supply
issues during September and October 1996. A hearing on ITRI's motion for a
preliminary injunction to require the Company to continue supplying ASICs and
ITRI's motion to compel arbitration was held on November 22, 1996. In an order
dated January 23, 1997, the court stayed the litigation and granted the ITRI
parties' motion to compel arbitration. In addition, the court granted in part
the Member Companies' motion for preliminary injunction, thereby requiring the
Company to continue to deliver ASICs to the Member Companies on the terms of the
temporary restraining order granted on September 9, 1996, pending further order
of the court or an arbitrator. The Company believes that compliance with the
court's order will not have a material adverse effect on the Company's business,
financial condition and results of operations.

The Company believes that it has meritorious defenses to the claims asserted
by ITRI and the Member Companies and it intends to defend the litigation
vigorously. Moreover, the Company believes that the Member Companies' damages
claim is without merit. The Company further believes that its claims against
ITRI and the Member Companies are meritorious and the Company intends to
vigorously pursue such claims. However, due to the nature of the claims and
because the proceedings are in the discovery stage, the Company cannot determine
the total expense or possible loss, if any, that may ultimately be incurred
either in the context of a trial, arbitration or as a result of a negotiated
settlement. Regardless of the ultimate outcome of the proceedings, it could
result in significant diversion of time by the Company's management. After
consideration of the nature of the claims and the facts relating to the
proceedings, the Company believes that the resolution of this matter will not
have a material adverse effect on the Company's business, financial condition
and results of operations; however, the results of these proceedings, including
any potential settlement, are uncertain and there can be no assurance to that
effect. See "Risk Factors -- Competition" and "-- Risks Associated with Pending
Litigation."

DSC

From July 1993 until June 1996 the Company was involved in litigation with
DSC. DSC had alleged, among other things, that the UMC technology contained or
was derived from trade secrets and other proprietary technology of DSC. The
parties entered into a Settlement Agreement and Mutual Releases

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<PAGE>
dated as of June 24, 1996 (the ``Settlement Agreement"), pursuant to which the
litigation was terminated. Under the terms of the Settlement Agreement, the
Company paid DSC an aggregate of $10.1 million and issued 725,787 shares of
Common Stock to DSC. In addition, under the terms of the Settlement Agreement,
AFC maintains all rights to the UMC technology free and clear of any claim by
DSC. In July 1996, the Company borrowed approximately $7.1 million (representing
the present value of the $8.5 million obligation) under a six-month term loan
and repaid its remaining obligations under the Settlement Agreement. See
"Selected Consolidated Financial Data," ``Management's Discussion and Analysis
of Financial Condition and Results of Operations" and Note 10 of Notes to
Consolidated Financial Statements. The Company provided indemnification to
certain stockholders in connection with the settlement of the DSC litigation.
See "Certain Transactions."

OTHER

On June 20, 1995, two investment limited partnerships, Equity-Linked
Investors, L.P. and Equity-Linked Investors, L.P. II (the ``Plaintiffs"), filed
a complaint against the Company in the United States District Court for the
Southern District of New York. The Plaintiffs' complaint contains claims for
breach of contract, promissory estoppel, and specific performance related to an
alleged subordinated debt financing agreement. The Plaintiffs are affiliated
with Desai Capital Management Incorporated (``Desai"). From March to June 1995,
the Company was involved in negotiations with Desai regarding a proposed
subordinated debt financing of the Company. On June 13, 1995, the Company's
Board of Directors disapproved the proposed transaction. According to the
Plaintiff's complaint, the Company had a binding commitment to proceed with the
proposed financing. The complaint alleges that the Company committed to accept a
$10 million to $15 million loan from the Plaintiffs in exchange for interest
payments and warrants to purchase 350,000 shares of the Company's Series E
Preferred Stock at $12.50 per share (not taking into account a two-for-one stock
split in September 1995 and the further two-for-one stock split effected in
August 1996). The complaint alleges damages of ``at least the difference between
their exercisable $12.50 per share price on 350,000 shares and the per share
price of stock sold in any initial public offering."

On July 12, 1995, and September 8, 1995, the Company filed motions to
dismiss the case for lack of federal jurisdiction and failure to state a claim.
The Company's motions to dismiss the case remain pending and undecided. There
has been no discovery in the case, and no trial date is set.

The Company denies the allegations of the Plaintiffs' complaint,
specifically denies that there was any contract, and intends to contest the
claims vigorously.

EMPLOYEES

As of December 31, 1996, AFC had 425 full-time employees, including 82 in
marketing, sales and support services, 124 in research and development, 159 in
operations and 60 in general administrative positions. Substantially all of
AFC's employees are based at the Company's headquarters in Petaluma, California.
None of the Company's employees are represented by a labor union. The Company
believes its relationships with its employees are good and has never experienced
a strike or work stoppage.

PROPERTIES

The Company's administrative, sales and marketing, and product development
headquarters are located in Petaluma, California, where the Company leases
approximately 165,000 square feet under leases expiring beginning in March 2005.
The Company believes its facilities are adequate for its current needs and for
its needs in the foreseeable future.

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MANAGEMENT

EXECUTIVE OFFICERS, KEY EMPLOYEES AND DIRECTORS

The executive officers, key employees and directors of the Company, and
their respective ages as of December 31, 1996, are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------------------------------ --- ------------------------------------------------
<S> <C> <C>
EXECUTIVE OFFICERS
Donald Green.................................... 65 Chairman of the Board and Chief Executive
Officer
Carl J. Grivner................................. 43 President and Chief Operating Officer and
Director
Karen Godfrey................................... 42 Corporate Controller and Assistant Secretary
Glenn Lillich................................... 49 Vice President, Domestic Sales and Marketing
Dan E. Steimle.................................. 48 Vice President, Chief Financial Officer,
Treasurer and Secretary
KEY EMPLOYEES
James Hoeck..................................... 36 Vice President, Advanced Development
John Webley..................................... 38 Vice President, Advanced Development
David Arnold.................................... 46 Vice President, Engineering Development
Michael Hatfield................................ 34 Vice President, International and Product
Management
Peter Kilkus.................................... 52 Vice President, Quality Assurance
Greg Steele..................................... 35 Vice President, Operations
OUTSIDE DIRECTORS
B.J. Cassin (1)................................. 63 Director
Clifford H. Higgerson (1) (2)................... 57 Director
Brian Jackman (2)............................... 55 Director
Dan Rasdal (1).................................. 63 Director
</TABLE>

- ---------
(1) Member of the Audit Committee.

(2) Member of the Compensation Committee.

DONALD GREEN was a co-founder of the Company and has been the Company's
Chairman of the Board and Chief Executive Officer since May 1992. He founded
Optilink Corporation ("Optilink") in 1987 to develop a fiber NGDLC system called
the Litespan 2000. Mr. Green was the President and Chief Executive Officer of
Optilink from 1987 until its acquisition by DSC in 1990. From 1990 until the
founding of the Company, Mr. Green was Vice President and General Manager of the
Access Products division of DSC. Prior to founding Optilink, Mr. Green served
for 17 years as Chief Executive Officer of Digital Telephone Systems, a company
he founded in 1969 to develop, manufacture and market the D960 Digital Loop
Carrier system. Prior to founding Digital Telephone Systems, Mr. Green served as
Project Engineer and, subsequently, Vice President of Engineering for Lynch
Communication Inc., a telecommunications company ("Lynch"), as well as Design
Engineer for RCA Standard Telephone Cables (UK), a telecommunications company.
Mr. Green began his career with British Telecom, a telecommunications company,
and is a graduate of the British Institute of Electrical Engineers.

CARL J. GRIVNER has been the Company's President and Chief Operating Officer
since December 1995 and a Director since May 1996. From July 1995 to December
1995 he was the Company's Chief Operating Officer. From September 1994 to July
1995, he was President of Enhanced Business Services of Ameritech, an RBOC. From
1986 to September 1994, Mr. Grivner held various general management positions at
Ameritech, including President of Ameritech's Advertising Services (Yellow
Pages) Unit. From 1977 to 1986,

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<PAGE>
he held a variety of technical and marketing positions at International Business
Machines, Inc. Mr. Grivner holds a Bachelor of Arts degree in Biology from
Lycoming College and an advanced degree from the University of Pennsylvania,
Wharton School of Business.

KAREN GODFREY has been the Company's Corporate Controller since May 1994 and
its Assistant Secretary since February 1995. From September 1992 to May 1994,
Ms. Godfrey was self-employed as a financial management consultant. Ms. Godfrey
was the Chief Financial Officer of Fortune's Almanac, Inc., a catalog company,
from September 1991 to September 1992 and the Chief Financial Officer and Vice
President of Operations of Paracomp, Inc., a software company, from 1989 to
September 1991. Ms. Godfrey held various financial management positions with
WordStar International Corporation, a software company, from 1984 to 1989,
including Corporate Controller. Ms. Godfrey started her professional career with
KPMG Peat Marwick. She is a C.P.A. and holds a Bachelor of Science degree in
Accountancy from the University of Illinois, Champaign-Urbana.

GLENN LILLICH has been the Company's Vice President, Domestic Sales and
Marketing since June 1996. From February 1993 to June 1996, Mr. Lillich was the
Company's Vice President, Sales. From January 1992 to February 1993, he served
as the Western Region Director of Sales for the Telecom Division of Stratus
Company, a manufacturer of computer systems. Mr. Lillich held various sales
positions at DSC from 1984 to December 1991, most recently as Vice President,
Sales; GTE Telenet Systems Corporation, a manufacturer of packet switch
hardware, from 1980 to 1983; and Northern Telecom Systems Corporation, a
manufacturer and distributor of data processing systems, from 1978 to 1979. Mr.
Lillich holds a Bachelor of Science degree in Accounting from Ohio State
University and an MBA in Behavioral Management from Pepperdine University.

DAN E. STEIMLE has been the Company's Vice President and Chief Financial
Officer since December 1993. He has also been the Company's Secretary and
Treasurer since July 1995. He was the Senior Vice President for Operations,
Chief Financial Officer and Treasurer for The Santa Cruz Operations, Inc., a
software company, from 1991 until joining AFC. Mr. Steimle served as Corporate
Director of Business Development at Mentor Graphics Corporation, a company
supplying engineering design software, from 1989 to September 1991 and held
various financial positions at Cipher Data Products, Inc., a manufacturer of
computer peripherals, from 1982 to 1989, including Corporate Vice President,
Chief Financial Officer and Treasurer. Mr. Steimle holds a Bachelor of Science
degree in Accounting from Ohio State University and an MBA in Marketing and
Management from the University of Cincinnati. Mr. Steimle is also a director of
Mitek Systems, Inc., a software company.

JAMES HOECK was a co-founder of the Company and served as Vice President,
Engineering from inception through January 1995 when he became Vice President,
Advanced Development. In November 1990, he co-founded Quadrium Research
Corporation, a design consulting company ("Quadrium"), and served as its
President until May 1992. Previously, Mr. Hoeck served as a manager of firmware
at Optilink and as a member of the technical staff at Teradyne, Inc., a test and
measurement equipment company. Mr. Hoeck holds a Bachelor of Science degree in
Electrical Engineering from Northwestern University.

JOHN WEBLEY was a co-founder of the Company and served as Vice President,
Engineering from inception through January 1995 when he became Vice President,
Advanced Development. In November 1990, he co-founded Quadrium with Mr. Hoeck,
and served as its Vice President until June 1992. Previously, Mr. Webley served
as manager of systems interface hardware at Optilink, as a member of the
technical staff at Rockwell International, a defense contractor, as a senior
engineer at Lynch and as a network systems engineer for the Department of
Telecommunications in Cape Town, South Africa. Mr. Webley holds a Bachelor of
Science degree in Electrical Engineering, an Hon. B.Sc. and a Master of Science
degree in Electrical Engineering from the University of Stellenbosch, South
Africa.

DAVID ARNOLD has been the Company's Vice President, Engineering Development
since April 1996. From November 1993 to November 1995, he was senior director of
telephony products research at Ericsson Raynet, a provider of telecommunications
equipment. From 1989 to November 1993, he served as engineering director for
Alcatel Network Systems, a provider of telecommunications equipment. Previously,
from

39
<PAGE>
1978 to 1983, Mr. Arnold held a variety of engineering positions at Digital
Equipment Corporation, a provider of computer and data processing equipment. Mr.
Arnold holds a Bachelor of Science degree in Computer Science from the
University of California, Berkeley.

MICHAEL HATFIELD has been the Company's Vice President, International and
Product Management since June 1996. From September 1992 to June 1996 he was Vice
President, Marketing. From July 1992 to September 1992, he served as the
director of marketing for the synchronization products division of Telecom
Solutions, Inc., a telecommunications company. Previously, Mr. Hatfield held
various marketing positions at DSC from 1987 to July 1992. Mr. Hatfield holds a
Bachelor of Science degree in Electrical Engineering from the Rose-Hulman
Institute of Technology and an MBA in Finance from Indiana University.

PETER KILKUS has been the Company's Vice President, Quality Assurance since
March 1995. From 1990 to March 1995, he served as the Senior Director, Quality
Assurance, for DSC. From 1988 to 1990, he held various positions at Optilink,
most recently as Vice President; Operations. Mr. Kilkus holds an MA in Physics
from the University of California, Santa Barbara and a Bachelor of Arts degree
in Physics from St. Mary's University of Minnesota.

GREG STEELE has been the Company's Vice President, Operations since April
1995. From November 1994 to March 1995, Mr. Steele was the Company's Director of
Operations. Prior to joining the Company, from 1990 to November 1994, Mr. Steele
held various positions at DSC, including director of account marketing and
senior manager of manufacturing from 1990 to April 1993. Previously, from 1984
to 1990, Mr. Steele held several manufacturing positions at Texas Instruments.
Mr. Steele holds a Bachelor of Science degree in Industrial Engineering from
Oregon State University.

B.J. CASSIN has been a director of the Company since January 1993. Since
1979, he has been a private venture capitalist. Previously, he co-founded Xidex
Corporation, a manufacturer of data storage media, in 1969, and served as Vice
President, Marketing.

CLIFFORD H. HIGGERSON has been a director of the Company since January 1993.
Mr. Higgerson has been a general partner of Vanguard Ventures Partners, a
venture capital firm and a stockholder of the Company, since July 1991 and
managing partner of Communications Ventures, a venture capital firm, since 1987.
Mr. Higgerson is also a director of Digital Microwave Corporation and eight
private companies.

BRIAN JACKMAN has been a director of the Company since September 1993. Mr.
Jackman has been the Executive Vice President of Tellabs, Inc., a
telecommunications equipment company and a stockholder of the Company, and the
President of Tellabs Operations Inc., a subsidiary of Tellabs, Inc., since 1991.
From 1990 to 1993, Mr. Jackman was the Executive Vice President of Business
Operations of Tellabs. From 1989 to 1990, he was the Senior Vice
President/General Manager of the data communications division of Tellabs, Inc.
Mr. Jackman is also a director of Tellabs, Inc. and Universal Electronics, Inc.

DAN RASDAL has been a director of the Company since February 1993. Mr.
Rasdal has been Chairman of the Board of SymmetriComm, Inc., a
telecommunications company, since July 1989, and the President and Chief
Executive Officer of SymmetriComm since 1985. Mr. Rasdal is also a director of
Celeritek, Inc., a semiconductor manufacturer.

The current directors have been elected pursuant to the terms of the
Company's certificate of incorporation and a voting agreement among certain
stockholders of the Company, whereby holders of the Company's Series A and
Series B Preferred Stock of the Company had the right to elect three directors
in the aggregate and the parties to the voting agreement agreed to vote for a
director designated in accordance with the voting agreement. Such arrangements
terminated upon closing of the initial public offering of the Company's Common
Stock on October 4, 1996.

The Company's certificate of incorporation provides for a classified Board
of Directors composed of seven directors. Accordingly, the terms of the office
of the Board of Directors are divided into three classes. Class I will expire at
the annual meeting of the stockholders to be held in 1997; Class II will expire
at the annual meeting of the stockholders to be held in 1998; and Class III will
expire at the annual meeting of the stockholders to be held in 1999. At each
annual meeting of the stockholders, beginning with the 1997 annual

40
<PAGE>
meeting, the successors to directors whose terms will then expire will be
elected to serve from the time of election and qualification until the third
annual meeting following election and until their successors have been duly
elected and qualified, or until their earlier resignation or removal, if any.
Carl Grivner and Clifford Higgerson have been designated as Class I directors.
B.J. Cassin and Brian Jackman have been designated as Class II directors. Donald
Green and Dan Rasdal have been designated as Class III directors. The Company is
continuing to seek to add one additional director to the Board of Directors in
the future. To the extent there is an increase in the number of directors,
additional directorships resulting therefrom will be distributed among the three
classes so that, as nearly as possible, each class will consist of an equal
number of directors.

Each executive officer and key employee serves at the discretion of the
Board of Directors. The Company does not have any existing employment agreements
with any executive officer or key employee. There are no family relationships
among any of the directors, executive officers and key employees of the Company.

BOARD COMMITTEES

The Board of Directors has two standing committees: an Audit Committee and a
Compensation Committee. The Audit Committee, currently consisting of Messrs.
Cassin, Higgerson and Rasdal, meets with the Company's financial management and
its independent accountants at various times during each year and reviews
internal control conditions, audit plans and results, and financial reporting
procedures. The Compensation Committee, currently consisting of Messrs.
Higgerson and Jackman, reviews and approves the Company's compensation
arrangements for key employees and administers the 1996 Stock Incentive Plan and
the Employee Stock Purchase Plan.

DIRECTOR COMPENSATION

Non-employee Board members do not receive any cash fees for their service on
the Board or any Board committee, but they are entitled to reimbursement of all
reasonable out-of-pocket expenses incurred in connection with their attendance
at Board and Board committee meetings. In addition, non-employee Board members
receive stock options pursuant to the automatic option grant program in effect
under the Company's 1996 Stock Incentive Plan. See `` -- Stock Incentive Plan"
for further information concerning this program.

LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS

The Company's certificate of incorporation limits the liability of directors
to the maximum extent permitted by Delaware law. This provision is intended to
allow the Company's directors the benefit of Delaware General Corporation Law
which provides that directors of Delaware corporations may be relieved of
monetary liabilities for breach of their fiduciary duties as directors, except
under certain circumstances, including breach of their duty of loyalty, acts or
omissions not in good faith or involving intentional misconduct or a knowing
violation of law, unlawful payments or dividends or unlawful stock repurchases
or redemptions or any transaction from which the director derived an improper
personal benefit. As a result, the Company and its stockholders may be unable to
obtain monetary damages from a director for breach of duty of care. Although
stockholders may continue to seek injunctive or other equitable relief for an
alleged breach of fiduciary duty by a director, stockholders may not have any
effective remedy against the challenged conduct if equitable remedies are not
available. In addition, the Company's bylaws provide that the Company shall
indemnify its executive officers and directors to the fullest extent provided by
Delaware law. The bylaws also authorize the use of indemnification agreements,
and the Company has entered into such agreements with each of its directors and
executive officers. Prospective investors should be aware that the effect of
such indemnification provisions may be to shift to the Company liabilities which
may otherwise have been payable by individual directors or officers. Insofar as
indemnification for liabilities arising under the Securities Act may be provided
to the Company's executive officers and directors, the Company has been advised
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act, and
is, therefore, unenforceable.

The Company has obtained officer and director liability insurance with
respect to liabilities arising out of certain matters, including matters arising
under the Securities Act.

41
<PAGE>
There is no pending litigation or proceeding involving a director, officer,
employee or other agent of the Company as to which indemnification is being
sought, nor is the Company aware of any threatened litigation that may result in
claims for indemnification by any director, officer, employee or other agent.

EXECUTIVE COMPENSATION

SUMMARY OF CASH AND OTHER COMPENSATION. The following table sets forth the
compensation earned by the Company's Chief Executive Officer and the other four
executive officers of the Company (the ``Named Executive Officers"), each of
whose aggregate compensation for the year ended December 31, 1996 was in excess
of $100,000 for services rendered in all capacities to the Company for such
fiscal year.

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
-------------
NUMBER OF
ANNUAL COMPENSATION SECURITIES
---------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION SALARY BONUS OPTIONS COMPENSATION
- --------------------------------------------------- ---------- ---------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Donald Green ...................................... 1996 $ 275,000 $ 138,903 184,902 $ --
Chairman of the Board and Chief Executive Officer 1995 185,000 115,625 25,000 --
Carl J. Grivner (1) ............................... 1996 235,000 106,349 -- 74,080(2)
President and Chief Operating Officer 1995 102,115 48,894 212,000 14,690(3)
Karen Godfrey ..................................... 1996 105,000 25,077 -- --
Corporate Controller and Assistant Secretary 1995 101,016 28,935 10,200 --
Glenn Lillich ..................................... 1996 170,000 51,868 -- --
Vice President, Domestic Sales and Marketing 1995 160,000 54,400 12,000 --
Dan E. Steimle .................................... 1996 170,000 51,868 -- --
Vice President, Chief Financial Officer, Treasurer 1995 160,000 54,400 12,000 --
and Secretary
</TABLE>

- ---------
(1) Mr. Grivner joined the Company in July 1995.

(2) Represents $34,377 in relocation expenses paid by the Company and
forgiveness of $39,703 of principal and interest on a note payable to the
Company. See "Certain Transactions."

(3) Represents relocation expenses paid by the Company.

42
<PAGE>
STOCK OPTION GRANTS TO NAMED EXECUTIVE OFFICERS. The following table sets
forth certain information regarding stock option grants made to each of the
Named Executive Officers in 1996. No stock appreciation rights were granted to
the Named Executive Officers during such year.

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS (1)
-------------------------------------------------------- POTENTIAL REALIZABLE VALUE
NUMBER OF AT ASSUMED ANNUAL RATES OF
SECURITIES PERCENT OF STOCK PRICE APPRECIATION
UNDERLYING TOTAL GRANTED PER SHARE FOR OPTION TERM (2)
OPTIONS TO EMPLOYEES IN EXERCISE EXPIRATION --------------------------
NAME GRANTED FISCAL YEAR BASE PRICE(3) DATE 5% 10%
- ------------------------------ ----------- --------------- ------------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Donald Green.................. 184,902 17.1% $ 12.50 6/25/06 $ 1,453,548 $ 3,683,577
Carl J. Grivner............... -- -- -- -- -- --
Karen Godfrey................. -- -- -- -- -- --
Glenn Lillich................. -- -- -- -- -- --
Dan E. Steimle................ -- -- -- -- -- --
</TABLE>

- ---------
(1) The option shown in the table is immediately exercisable for all the option
shares. However, any shares purchased under the option will be subject to
repurchase by the Company, at the exercise price paid per share, in the
event the optionee terminates employment prior to vesting in those shares.
The shares vest in successive equal monthly installments over 24 months of
service, measured from the date of grant. All the option shares will
immediately vest in the event the Company is acquired by merger or asset
sale, unless the options are assumed by the acquiring entity.

(2) Realizable values are reported net of the option exercise price. The dollar
amounts under these columns are the result of calculations based upon stock
price appreciation at the assumed 5% and 10% compounded annual rates (as
applied to the estimated fair market value of the option shares on the date
of grant, not the current fair market value of those shares) and are not
intended to forecast any actual or potential future appreciation, if any, in
the value of the Company's stock price. Actual gains, if any, on stock
option exercises will be dependent upon the future performance of the Common
Stock as well as the option holder's continued employment through the
vesting period. The potential realizable value calculation assumes that the
option holder waits until the end of the option term to exercise the option.

(3) The exercise price for the shares of Common Stock subject to option grants
made under the Plan may be paid in cash or in shares of Common Stock valued
at fair market value on the exercise date. The option may also be exercised
through a same-day sale program without any cash outlay by the optionee. In
addition, the Plan Administrator may provide financial assistance to one or
more optionees in the exercise of their outstanding options by allowing such
individuals to deliver a full-recourse, interest-bearing promissory note in
payment of the exercise price and any associated withholding taxes incurred
in connection with such exercise.

OPTION EXERCISES AND HOLDINGS. The following table sets forth certain
information with respect to the Named Executive Officers concerning their option
exercises during 1996 and their option holdings as of December 27, 1996. None of
the Named Executive Officers held any stock appreciation rights at the end of
that fiscal year.

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AS OF IN-THE-MONEY OPTIONS
DECEMBER 27, 1996 (2) AS OF DECEMBER 27, 1996(3)
SHARES ACQUIRED VALUE -------------------------- ----------------------------
NAME ON EXERCISE REALIZED (1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------- --------------- ------------ ----------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Donald Green............. -- $ -- 108,558 181,344 $ 5,193,968 $ 7,892,539
Carl J. Grivner.......... 46,666 2,292,467 12,401 152,933 650,503 8,039,699
Karen Godfrey............ 20,000 170,000 36,440 38,760 1,928,445 2,043,593
Glenn Lillich............ -- -- 160,534 87,466 8,533,982 4,630,868
Dan E. Steimle........... 160,000 236,000 18,400 33,600 971,200 1,767,300
</TABLE>

- ---------
(1) Based upon the difference between the exercise price and the fair market
value of the Company's Common Stock on the date of exercise.

43
<PAGE>
(2) Although each option is immediately exercisable for all the option shares,
any shares purchased under the option are subject to repurchase by the
Company, at the exercise price paid per share, in the event the optionee
terminates employment prior to vesting in those shares. Twenty percent of
the option shares will vest upon optionee's completion of one year of
service measured from the vesting date, and the balance will vest in
successive equal monthly installments over the next 48 months of service
thereafter (other than 184,000 of Mr. Green's options, which vest in
successive equal monthly installments over 24 months of service measured
from the date of grant). All the option shares will immediately vest in the
event the Company is acquired by merger or asset sale, unless the options
are assumed by the acquiring entity. Accordingly, the table reflects such
option shares as to which the repurchase right has lapsed under the
"exercisable" column and such option shares subject to the repurchase right
under the "unexercisable" column.

(3) Based on the last reported sale price of the Company's Common Stock on
December 27, 1996 ($53.25 per share) less the exercise price payable for
such shares.

COMPENSATION, TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS

The Compensation Committee as Plan Administrator of the 1996 Stock Incentive
Plan has the authority to provide for the accelerated vesting of the shares of
Common Stock subject to outstanding options held by the Chief Executive Officer
and the Company's other executive officers or any unvested shares actually held
by those individuals under the 1996 Stock Incentive Plan, in the event the
Company is acquired by merger or asset sale or there is a hostile change in
control effected by a successful tender or exchange offer for more than 50% of
the Company's outstanding voting securities or a change in the majority of the
Board as a result of one or more contested elections for Board membership.
Alternatively, the Compensation Committee may condition such accelerated vesting
upon the individual's termination of service within a designated period
following the acquisition or hostile change in control. See `` -- Stock
Incentive Plan."

On May 31, 1995, Mr. Green purchased 167,200 shares of Common Stock from the
Company in exchange for a note payable in the amount of $52,250, the fair market
value of such shares on such date, pursuant to a compensation agreement approved
by the Board of Directors. The Company has the right to repurchase such shares
at the original purchase price per share upon Mr. Green's cessation of service
prior to vesting in such shares. See "Certain Transactions."

STOCK INCENTIVE PLAN

The Company's 1996 Stock Incentive Plan (the ``1996 Plan") is intended to
serve as the successor equity incentive program to the Company's 1993 Stock
Option/Stock Issuance Plan (the ``Predecessor Plan"). The 1996 Plan was adopted
by the Board of Directors on July 12, 1996 and approved by the stockholders in
August 1996. A total of 7,008,142 shares of Common Stock are currently
authorized for issuance under the 1996 Plan. This share reserve is comprised of
(i) the shares which remained available for issuance under the Predecessor Plan,
including the shares subject to outstanding options thereunder, plus (ii) an
additional increase of 1,000,000 shares. As of December 31, 1996, there were
options to purchase 4,313,544 shares under the Plan. In addition, the share
reserve will automatically be increased on the first trading day of each
calendar year, beginning with the 1997 calendar year, by an amount equal to 3%
of the number of shares of Common Stock outstanding on the last trading day of
the immediately preceding calendar year. However, in no event may any one
participant in the 1996 Plan receive option grants or direct stock issuances for
more than 400,000 shares in the aggregate per calendar year. The 1996 Plan is
administered by the Compensation Committee of the Board of Directors (the ``Plan
Administrator").

Outstanding options under the Predecessor Plan have been incorporated into
the 1996 Plan, and no further option grants will be made under the Predecessor
Plan. The incorporated options will continue to be governed by their existing
terms, unless the Plan Administrator elects to extend one or more features of
the 1996 Plan to those options. However, except as otherwise noted below, the
outstanding options under the Predecessor Plan contain substantially the same
terms and conditions summarized below for the Discretionary Option Grant Program
in effect under the 1996 Plan.

44
<PAGE>
The 1996 Plan is divided into five separate components: (i) the
Discretionary Option Grant Program, under which eligible individuals in the
Company's employ or service (including officers, non-employee Board members and
consultants) may, at the discretion of the Plan Administrator, be granted
options to purchase shares of Common Stock at an exercise price not less than
85% of their fair market value on the grant date; (ii) the Stock Issuance
Program under which such individuals may, in the Plan Administrator's
discretion, be issued shares of Common Stock directly through the purchase of
such shares at a price not less than 100% of their fair market value at the time
of issuance or as a bonus tied to the performance of services; (iii) the Salary
Investment Option Grant Program under which, if activated by the Plan
Administrator for a given year, executive officers and other highly compensated
employees may elect to apply a portion of their base salary for such year to the
acquisition of special below-market stock option grants; (iv) the Automatic
Option Grant Program under which option grants will automatically be made at
periodic intervals to eligible non-employee Board members to purchase shares of
Common Stock at an exercise price equal to 100% of their fair market value on
the grant date; and (v) the Director Fee Option Grant Program, if activated by
the Plan Administrator for a given year, pursuant to which the non-employee
Board members may apply all or a portion of the annual retainer fee, if any,
otherwise payable to them in cash each year to the acquisition of special
below-market option grants.

The Plan Administrator will have complete discretion to determine which
eligible individuals are to receive option grants or stock issuances under the
Discretionary Option Grant, Salary Investment Option Grant or Stock Issuance
Programs, the time or times when such option grants or stock issuances are to be
made, the number of shares subject to each such grant or issuance, the status of
any granted option as either an incentive stock option or a non-statutory stock
option under the Federal tax laws, the vesting schedule to be in effect for the
option grant or stock issuance and the maximum term for which any granted option
is to remain outstanding. Generally, options will be immediately exercisable for
all the option shares. However, any shares purchased under the option will be
subject to repurchase by the Company, at the exercise price paid per share, in
the event the optionee terminates employment prior to vesting in those shares.
The administration of the Automatic Option Grant and Director Fee Option Grant
Programs will be self-executing in accordance with the express provisions of
each such program.

The exercise price for the shares of Common Stock subject to option grants
made under the Plan may be paid in cash or in shares of Common Stock valued at
fair market value on the exercise date. The option may also be exercised through
a same-day sale program without any cash outlay by the optionee. In addition,
the Plan Administrator may provide financial assistance to one or more optionees
in the exercise of their outstanding options by allowing such individuals to
deliver a full-recourse, interest-bearing promissory note in payment of the
exercise price and any associated withholding taxes incurred in connection with
such exercise.

In the event that the Company is acquired by merger or asset sale, each
outstanding option under the Discretionary Option Grant Program which is not to
be assumed by the successor corporation will automatically accelerate in full,
and all unvested shares under the Stock Issuance Program will immediately vest,
except to the extent the Company's repurchase rights with respect to those
shares are to be assigned to the successor corporation. The Plan Administrator
will have the authority under the Discretionary Option Grant and Stock Issuance
Programs to grant options and to structure repurchase rights so that the shares
subject to those options or repurchase rights will automatically vest in the
event the individual's service is terminated, whether involuntarily or through a
resignation for good reason, within a specified period (not to exceed eighteen
(18) months) following (i) a merger or asset sale in which those options are
assumed or those repurchase rights are assigned or (ii) a hostile change in
control of the Company effected by a successful tender offer for more than 50%
of the outstanding voting stock or by proxy contest for the election of Board
members. The Plan Administrator will also have the discretion to provide for the
automatic acceleration of outstanding options and the lapse of any outstanding
repurchase rights upon (i) a hostile change in control of the Company effected
by a successful tender offer for more than 50% of the Company's outstanding
voting stock or by proxy contest for the election of Board members or (ii) the
termination of the individual's service, whether involuntarily or through a
resignation for good reason, within a specified period (not to exceed eighteen
(18) months) following such a hostile change in control. Options currently
outstanding under the Predecessor Plan will accelerate upon an acquisition of
the Company by merger or asset sale, unless those

45
<PAGE>
options are assumed by the acquiring entity, but such options are not subject to
acceleration upon the termination of the optionee's service following an
acquisition in which those options are assumed or a hostile change in control of
the Company.

Stock appreciation rights are authorized for issuance under the
Discretionary Option Grant Program which provide the holders with the election
to surrender their outstanding options for an appreciation distribution from the
Company equal to the excess of (i) the fair market value of the vested shares of
Common Stock subject to the surrendered option over (ii) the aggregate exercise
price payable for such shares. Such appreciation distribution may be made in
cash or in shares of Common Stock. There are currently no outstanding stock
appreciation rights under the Predecessor Plan.

The Plan Administrator has the authority to effect the cancellation of
outstanding options under the Discretionary Option Grant Program (including
options incorporated from the Predecessor Plan) in return for the grant of new
options for the same or different number of option shares with an exercise price
per share based upon the fair market value of the Common Stock on the new grant
date.

In the event the Plan Administrator elects to activate the Salary Investment
Option Grant Program for one or more calendar years, each executive officer and
other highly compensated employee of the Company selected for participation may
elect, prior to the start of the calendar year, to reduce his or her base salary
for that calendar year by a specified dollar amount not less than $10,000 nor
more than $50,000. If such election is approved by the Plan Administrator, the
officer will be granted, as soon as practical following the start of the
calendar year for which the salary reduction is to be in effect, a non-statutory
option to purchase that number of shares of Common Stock determined by dividing
the salary reduction amount by two-thirds of the fair market value per share of
Common Stock on the grant date. The option will be exercisable at a price per
share equal to one-third of the fair market value of the option shares on the
grant date. As a result, the total spread on the option shares at the time of
grant will be equal to the amount of salary invested in that option. The option
will vest in a series of twelve (12) equal monthly installments over the
calendar year for which the salary reduction is in effect and will be subject to
full and immediate vesting upon certain changes in the ownership or control of
the Company.

Under the Automatic Option Grant Program, each individual who first joins
the Board after June 30, 1996 as a non-employee Board member will receive an
option grant for 20,000 shares of Common Stock at the time of his or her
commencement of Board service, provided such individual has not otherwise been
in the prior employ of the Company. In addition, at each annual meeting of
stockholders, beginning with the 1997 annual meeting, each individual who is to
continue to serve as a non-employee Board member will receive an option grant to
purchase 6,000 shares of Common Stock, whether or not such individual has been
in the prior employ of the Company and whether or not such individual first
joined the Board after June 30, 1996, provided that such individual has served
as a non-employee Board member for at least six months.

Each automatic grant will have an exercise price equal to the fair market
value per share of Common Stock on the grant date and will have a maximum term
of 10 years, subject to earlier termination following the optionee's cessation
of Board service. Each automatic option will be immediately exercisable;
however, any shares purchased upon exercise of the option will be subject to
repurchase, at the option exercise price paid per share, should the optionee's
service as a non-employee Board member cease prior to vesting in the shares.
Each automatic option grant will vest in a series of installments over the
optionee's period of Board service as follows: one-third of the option shares
upon completion of one year of Board service, and the balance in twenty-four
(24) successive equal monthly installments upon the optionee's completion of
each additional month of Board service thereafter. However, each outstanding
option will immediately vest upon (i) certain changes in the ownership or
control of the Company or (ii) the death or disability of the optionee while
serving as a Board member.

Should the Director Fee Option Grant Program be activated in the future,
each non-employee Board member would have the opportunity to apply all or a
portion of the annual retainer fee, if any, otherwise payable in cash to the
acquisition of a below-market option grant. The option grant would automatically
be made on the first trading day in January in the year for which the retainer
fee would otherwise be payable in cash. The option will have an exercise price
per share equal to one-third of the fair market value of the option

46
<PAGE>
shares on the grant date, and the number of shares subject to the option will be
determined by dividing the amount of the retainer fee applied to the program by
two-thirds of the fair market value per share of Common Stock on the grant date.
As a result, the total spread on the option (the fair market value of the option
shares on the grant date less the aggregate exercise price payable for those
shares) will be equal to the portion of the retainer fee invested in that
option. The option will become exercisable for the option shares in a series of
installments over the optionee's period of Board service as follows: one half of
the option shares will become exercisable upon the optionee's completion of six
(6) months of Board service during the calendar year of the option grant and the
balance will become exercisable in six (6) successive equal monthly installments
upon his or her completion of each additional month of Board service in such
calendar year. However, the option will become immediately exercisable for all
the option shares upon certain changes in the ownership or control of the
Company.

The Board may amend or modify the 1996 Plan at any time. The 1996 Plan will
terminate on June 30, 2006, unless sooner terminated by the Board.

EMPLOYEE STOCK PURCHASE PLAN

The Company's Employee Stock Purchase Plan (the ``Purchase Plan") was
adopted by the Board of Directors on July 12, 1996 and approved by the
stockholders in August 1996. The Purchase Plan is designed to allow eligible
employees of the Company and participating subsidiaries to purchase shares of
Common Stock, at semi-annual intervals, through their periodic payroll
deductions under the Purchase Plan, and a reserve of 1,500,000 shares of Common
Stock has been established for this purpose.

The Purchase Plan will be implemented in a series of successive offering
periods, each with a maximum duration of 24 months. The initial offering period
began on October 1, 1996 and will end on the last business day in July 1998.

All individuals employed by the Company (or any current or future
participating subsidiary) will be eligible to participate in the Purchase Plan
if they are regularly scheduled to work more than twenty (20) hours per week for
more than five (5) calendar months per year.

Individuals who are eligible employees on the start date of any offering
period may enter the Purchase Plan on that start date or on any subsequent
semi-annual entry date (February 1 or August 1 each year). Individuals who
become eligible employees after the start date of the offering period may join
the Purchase Plan on any subsequent semi-annual entry date within that period.

Payroll deductions may not exceed 10% of the participant's base salary for
each semi-annual period of participation, and the accumulated payroll deductions
will be applied to the purchase of shares on the participant's behalf on each
semi-annual purchase date (January 31 and July 31 each year, with the first such
purchase date to occur on January 31, 1997) at a purchase price per share not
less than eighty-five percent (85%) of the LOWER of (i) the fair market value of
the Common Stock on the participant's entry date into the offering period or
(ii) the fair market value on the semi-annual purchase date. In no event,
however, may any participant purchase more than 1,500 shares on any one
semi-annual purchase date. Should the fair market value of the Common Stock on
any semi-annual purchase date be less than the fair market value of the Common
Stock on the first day of the offering period, then the current offering period
will automatically end, and a new twenty-four (24)-month offering period will
begin, based on the lower fair market value.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Board of Directors established a Compensation Committee in May 1994.
During the last fiscal year, Messrs. Higgerson and Jackman served as members of
the Compensation Committee. Neither of these individuals has served at any time
as an officer or employee of the Company. Prior to the establishment of the
Compensation Committee, all decisions relating to executive compensation were
made by the Company's Board of Directors. For a description of the transactions
between the Company and members of the Compensation Committee and entities
affiliated with such members, see "Certain Transactions." No executive officer
of the Company serves as a member of the board of directors or compensation
committee of any entity which has one or more executive officers serving as a
member of the Company's Board of Directors or Compensation Committee.

47
<PAGE>
CERTAIN TRANSACTIONS

Since its inception, the Company has issued and sold, in private placement
transactions, shares of Preferred Stock and warrants to purchase Common Stock to
the Company's executive officers, directors and/or greater than 5% stockholders
as follows:

<TABLE>
<CAPTION>
COMMON COMMON COMMON COMMON
EQUIVALENT EQUIVALENT EQUIVALENT EQUIVALENT
SHARES OF SHARES OF SHARES OF SHARES OF
SERIES A SERIES B SERIES C SERIES D COMMON
PREFERRED PREFERRED PREFERRED PREFERRED STOCK
INVESTOR (1) STOCK (2) STOCK (3) STOCK (4) STOCK (5) WARRANTS
- ----------------------------------------------------- ---------- ---------- ---------- ---------- ---------------
<S> <C> <C> <C> <C> <C>
B.J. Cassin.......................................... 1,285,458 175,029 109,656 -- 339,908(6)
Coral Partners II.................................... 43,862 6,838 1,353,462 208,487 1,234,280(7)
Donald Green......................................... 681,552 -- -- -- 294,044(8)
Harris Corporation................................... -- -- 877,248 87,725 800,000(9)
Dan E. Steimle....................................... -- -- 5,483 -- 5,000(10)
St. Paul Venture Capital, Inc........................ 1,485,720 231,602 439,655 263,174 831,880(11)
Tellabs, Inc. (12)................................... -- 1,141,322 13,176 1,403,597 1,352,836(13)
Vanguard IV, L.P. (14)............................... 1,485,720 231,602 351,956 87,725 779,464(15)
</TABLE>

- ---------
(1) Shares held by all affiliated persons and entities have been aggregated.
See "Principal and Selling Stockholders" for more detail on shares held by
these purchasers.

(2) Shares of Series A Preferred Stock were issued in January and April 1993 at
an effective common equivalent per share price of $0.45597.

(3) Shares of Series B Preferred Stock were issued in October 1993 at an
effective common equivalent per share price of $2.27985.

(4) Shares of Series C Preferred Stock were issued in March and May 1994 at an
effective common equivalent per share price of $2.27985.

(5) Shares of Series D Preferred Stock were issued in October 1994 at an
effective common equivalent per share price of $2.84982.

(6) 80,292 of these Common Stock Warrants were exercised in February 1995, at
the following exercise prices: 6,472 at $0.025 per share and 73,820 at
$0.125 per share. The remaining 259,616 warrants have an exercise price of
$1.165 per share.

(7) An aggregate of 1,207,327 shares of Common Stock were issued upon exercise
of these Common Stock Warrants in October 1996 at an exercise price of
$1.165 per share.

(8) These Common Stock Warrants have the following exercise prices: 255,316 at
$0.025 per share and 38,728 at $0.125 per share.

(9) These Common Stock Warrants have an exercise price of $1.165 per share.

(10) These Common Stock Warrants were exercised in July 1995 at an exercise
price of $1.165 per share.

(11) These Common Stock Warrants have the following exercise prices: 6,472 at
$0.025 per share, 63,260 at $0.125 per share, 150,000 at $0.25 per share and
612,148 at $1.165 per share.

(12) Brian Jackman, an affiliate of Tellabs, is a director of the Company.

(13) 1,042,836 of these Common Stock Warrants were exercised in May 1995 at an
exercise price of $1.165 per share. The remaining 310,000 warrants have the
following exercise prices: 300,000 at $0.25 per share and 10,000 at $1.165
per share.

(14) Clifford H. Higgerson, an affiliate of Vanguard, is a director of the
Company.

(15) An aggregate of 767,463 shares of Common Stock were issued upon exercise of
these Common Stock Warrants in October 1996 at the following exercise
prices: 6,469 at $0.025 per share, 70,666 at $0.125 per share, 149,347 at
$0.25 per share and 540,981 at $1.165 per share.

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<PAGE>
The foregoing table has been adjusted to reflect the conversion of each
outstanding share of Series A, Series B, Series C and Series D Preferred Stock
of the Company into 1.09656 shares of Common Stock in October 1996. Each holder
of such shares of Common Stock issued upon conversion of Preferred Stock is
entitled to certain registration rights. See ``Description of Capital Stock --
Registration Rights."

In connection with the issuance and sale of Preferred Stock, the Company
entered into an indemnity agreement with its Preferred Stock investors (other
than investors of Series F Preferred Stock) pursuant to which the Company agreed
to indemnify such investors from the financial dilution they may experience as a
result of the costs and potential liabilities of the Company arising in
connection with the DSC litigation. In connection with the settlement of the
litigation with DSC, the Company entered into an Amended and Restated Indemnity
Agreement (the "Amended Indemnity Agreement") with such investors. Pursuant to
the Amended Indemnity Agreement, the indemnification was limited to the costs
and expenses of the litigation and was effected by amending the Company's
Articles of Incorporation in August 1996 to adjust the rate at which each series
of Preferred Stock (other than Series F) converts into Common Stock. The rate at
which each share of Series A, Series B, Series C and Series D Preferred Stock
was adjusted so that each of such shares converted into 1.09656 shares of Common
Stock and each share of Series E Preferred Stock converted into 1.02529 shares
of Common Stock. Such conversion into Common Stock automatically occured in
October 1996. Upon amendment of the Articles of Incorporation in August 1996,
the Amended Indemnity Agreement was terminated and no further indemnification
obligation remains. See Note 9 of Notes to Consolidated Financial Statements.

In October 1995, the Company loaned to Carl Grivner, the President and Chief
Operating Officer of the Company, the sum of $100,000 to assist him in
relocating to Northern California. Such loan bears interest at the rate of 6.37%
per annum, with accrued interest due and payable annually on July 19 of each
year, and the principal of such loan is due and payable in three equal
installments on July 19 of 1996, 1997 and 1998. In August 1996, the Company
forgave one-third of the principal balance and interest accrued through July 19,
1996. As of December 31, 1996, two-thirds of the principal balance of this loan
remained outstanding.

In May 1995, the Company issued an aggregate of 563,600 shares of Common
Stock at $0.3125 per share to certain key employees pursuant to compensation
agreements approved by the Company's Board of Directors. In connection with such
issuance, each such employee paid for the restricted stock by issuing a secured
note payable to the Company. The Company has the right to repurchase such stock
at the original purchase price per share upon the purchaser's cessation of
service prior to vesting in such shares. The repurchase right lapses with
respect to the shares, and each purchaser vests in his shares, as follows: 20%
of the shares upon completion of one year of service measured from the date of
issuance, and the balance of the shares in a series of equal successive monthly
installments upon the purchaser's completion of each of the next 48 months of
service thereafter. Such stock is also subject to the Company's right of first
refusal, which is exercisable in the event the purchaser decides to sell or
otherwise transfer any of the shares purchased prior to the initial public
offering of Common Stock. Donald Green, the Company's Chief Executive Officer,
purchased 167,200 shares of Common Stock and issued a note payable to the
Company in the amount of $52,250. The note is secured by shares of Preferred
Stock owned by Mr. Green. Such note bears interest at the rate of 6.5% per annum
with the entire principal balance of the note, together with all accrued or
unpaid interest, due and payable on December 13, 2000.

AFC and Harris, a stockholder of the Company, entered into an agreement in
1995 to form a joint venture to manufacture, distribute and support the UMC
system in India. The joint venture includes formation of a holding company in
Mauritius, owned 51% by AFC and 49% by Harris, which in turn intends to form a
joint venture in India with local Indian partners following receipt of certain
government approvals. To date, the parties have identified and selected two
Indian companies that will collectively own 34% of the Indian venture to be
located in Delhi. See "Business -- Markets and Customers."

AFC and Tellabs, a stockholder of the Company, entered into a general
partnership in 1994 to design, develop, manufacture and distribute a new product
line derived from the UMC system. AFC contributed a non-exclusive license to use
the UMC technology, Tellabs contributed cash to the joint venture, and each
received defined marketing rights for the developed technology. On December 23,
1996 the Company and

49
<PAGE>
the joint venture partner entered into an agreement to terminate the
partnership. In connection with the dissolution, the joint venture partner
reimbursed the Company $1,683,000 for all loans and advances made by the Company
to date. In addition, the Company and the joint venture partner entered into a
License and Marketing Agreement and an OEM Agreement. Under the License and
Marketing Agreement, the Company granted to the joint venture partner a license
to use the UMC technology in the development, manufacture, and distribution of
coaxial systems for specified markets. In return, the Company will receive
royalties from the sale of these systems. Under the OEM Agreement the Company
agreed to manufacture the UMC products for the joint venture partner. See
"Business -- Markets and Customers."

The Company has granted options to certain of its directors and executive
officers. See ``Management -- Executive Compensation" and ``Principal and
Selling Stockholders."

The Company believes that all of the transactions set forth above were made
on terms no less favorable to the Company than could have been obtained from
unaffiliated third parties. The Company intends that all future transactions,
including loans, between the Company and its officers, directors, principal
stockholders and their affiliates be approved by a majority of the Board of
Directors, including a majority of the independent and disinterested outside
directors on the Board of Directors, and be on terms no less favorable to the
Company than could be obtained from unaffiliated third parties.

50
<PAGE>
PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of December 31, 1996 and as adjusted
to reflect the sale of shares of Common Stock offered hereby by (i) each person
(or group of affiliated persons) who is known by the Company to own beneficially
more than 5% of the outstanding shares of the Common Stock of the Company, (ii)
each executive officer of the Company, (iii) each director of the Company, (iv)
all directors and executive officers of the Company as a group and (v) each
Selling Stockholder.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED PRIOR TO SHARES BENEFICIALLY
OFFERING (1) NUMBER OF OWNED AFTER OFFERING
------------------------- SHARES BEING -----------------------
NAME OF BENEFICIAL OWNERS NUMBER PERCENT OFFERED (2) NUMBER PERCENT
- ------------------------------------------------------ ------------ ----------- ------------ ---------- -----------
<S> <C> <C> <C> <C> <C>
Tellabs, Inc. (3) .................................... 3,889,966 11.8% 735,492 3,154,474 9.4%
4951 Indiana Avenue
Lisle, IL 60532
Coral Partners II (4) ................................ 3,308,665 10.1 -- 3,308,665 10.0
60 South Sixth Street, Suite 3510
Minneapolis, MN 55402
St. Paul Venture Capital, Inc. (5) ................... 3,252,031 9.7 614,874 2,637,157 7.8
8500 Normandale Lake Blvd., Suite 1940
Bloomington, MN 55437
Vanguard IV, L.P. .................................... 2,946,397 9.0 250,000 2,696,397 8.1
525 University Avenue
Palo Alto, CA 94301
Harris Corporation (6) ............................... 1,764,973 5.3 300,000 1,464,973 4.4
DTS Division
300 Bel Marin Keys Blvd.
Novato, CA 94944-1188
B.J. Cassin (7)....................................... 1,342,915 4.1 50,000 1,292,915 3.9
Donald Green (8)...................................... 1,820,101 5.5 -- 1,820,101 5.4
Carl J. Grivner (9)................................... 216,000 * -- 216,000 *
Clifford H. Higgerson (10)............................ 2,946,397 9.0 250,000 2,696,397 8.1
Brian Jackman (11).................................... 3,910,932 11.9 735,492 3,175,440 9.5
Dan Rasdal (12)....................................... 63,000 * -- 63,000 *
Karen Godfrey (13).................................... 101,586 * -- 101,586 *
Glenn Lillich (14).................................... 268,000 * -- 268,000 *
Dan E. Steimle (15)................................... 255,407 * -- 255,407 *
All executive officers and directors as a group (9
persons) (16)........................................ 10,924,338 31.9 1,035,492 9,888,846 28.5
Norwest Equity Partners V............................. 1,004,021 3.1 189,834 814,187 2.5
Henri Sulzer (17)..................................... 872,185 2.7 11,644 860,541 2.6
Japan Associated Finance Co., Ltd. (18)............... 732,348 2.2 100,000 632,348 1.9
DSC Communications Corporation........................ 725,787 2.2 137,228 588,559 1.8
Estate of Chris McGill (19)........................... 48,772 * 3,000 45,772 *
John P. Kern and Jeanette E. Kern, TTEES
John P. Kern and Jeanette E. Kern Living Trust U/A
DTD 02/21/91 (20).................................... 41,931 * 7,928 34,003 *
</TABLE>

- ---------
* Less than 1%.

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<PAGE>
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of Common Stock subject
to options and warrants currently exercisable within 60 days are deemed to
be outstanding for computing the percentage of the person holding such
options or warrants but are not deemed outstanding for computing the
percentage of any other person. Except as indicated by footnote, and subject
to community property laws where applicable, the persons named in the table
have sole voting and investment power with respect to all shares of Common
Stock shown as beneficially owned by them.

(2) Assumes (i) the issuance of 307,928 shares of Common Stock upon the
anticipated exercise of warrants by certain Selling Stockholders and (ii) no
exercise of the Underwriters' over-allotment option. If the over-allotment
option is exercised in full, certain Selling Stockholders will sell
additional shares, as follows: Tellabs, Inc. (56,608 shares); St. Paul
Venture Capital, Inc. (258,554 shares); Norwest Equity Partners V (10,166
shares); Henri Sulzer (4,896 shares); DSC Communications Corporation (57,704
shares) and John P. Kern and Jeanette E. Kern, TTEES John P. Kern and
Jeanette E. Kern Living Trust U/A DTD 02/21/91 (2,072 shares).

(3) Includes 300,000 shares which may be acquired upon exercise of a warrant.

(4) Includes 4,150 shares held by Yuval Almog and 5,263 shares held in an IRA
by Dain Bosworth, Inc. as a custodian for the benefit of Yuval Almog. Also
includes 4,150 shares held by Peter McNerney. Messrs. Almog and McNerney are
two of the general partners of Coral Management Partners II, which is the
general partner of Coral Partners II, and may be deemed to be the beneficial
owners of such shares. Mr. Almog and Mr. McNerney disclaim beneficial
ownership of such shares.

(5) St. Paul Venture Capital, Inc. is a wholly owned subsidiary of St. Paul
Fire and Marine Insurance Company, which is the record owner of the shares.
Includes 831,880 shares which may be acquired upon exercise of warrants.

(6) Includes 800,000 shares which may be acquired upon exercise of a warrant,
of which 300,000 shares are expected to be exercised in connection with this
offering.

(7) Includes 255,433 shares held by Mr. Cassin as a conservator for Robert
Cassin, 43,380 of which shares may be acquired upon exercise of a warrant,
100,000 shares held in trust by The Cassin Foundation and 100,000 shares
held in trust by the Cassin 1997 Charitable Trust UTA dated 01/28/97. The
remaining shares are held in trust by B.J. Cassin and Isabel B. Cassin,
Trustees of the Cassin Family Trust U/D/T, dated January 31, 1996. Of the
50,000 shares shown in this table as being offered by Mr. Cassin, 25,000
shares are being offered by each of The Cassin Foundation and the Cassin
1997 Charitable Trust UTA dated 01/28/97.

(8) Includes 289,902 shares issuable upon exercise of options held by Mr.
Green, 127,467 of which shares will be vested as of 60 days from December
31, 1996. Also includes 294,044 shares which may be acquired by Mr. Green
upon exercise of warrants. Excludes shares held by Mr. Green's adult
children.

(9) Includes 165,334 shares issuable upon exercise of options held by Mr.
Grivner, 19,467 of which shares will be vested as of 60 days from December
31, 1996.

(10) Includes 2,946,397 shares held by Vanguard IV, L.P. Mr. Higgerson is a
general partner of Vanguard Venture Partners, L.P., which is the general
partner of Vanguard IV, L.P. and may be deemed to be the beneficial owner of
such shares owned by Vanguard IV, L.P. Mr. Higgerson disclaims beneficial
ownership of such shares.

(11) Includes 3,889,966 shares held by Tellabs, Inc., 300,000 of which shares
may be acquired upon exercise of a warrant. Mr. Jackman is the Executive
Vice President of Tellabs, Inc. and the President of Tellabs Operations,
Inc. and may be deemed to be the beneficial owner of such shares owned by
Tellabs. Mr. Jackman disclaims beneficial ownership of such shares. Also
includes 10,000 shares which may be acquired by Mr. Jackman upon exercise of
a warrant.

(12) Includes 63,000 shares issuable upon exercise of options held by Mr.
Rasdal, 38,400 of which shares will be vested as of 60 days from December
31, 1996.

(13) Includes 75,200 shares issuable upon exercise of options held by Ms.
Godfrey, 40,813 of which shares will be vested as of 60 days from December
31, 1996.

52
<PAGE>
(14) Includes 248,000 shares issuable upon exercise of options held by Mr.
Lillich, 168,800 of which shares will be vested as of 60 days from December
31, 1996. Also includes 20,000 shares which may be acquired upon exercise of
a warrant.

(15) Includes 58,667 shares subject to a right of repurchase by the Company.
Includes 52,000 shares issuable upon exercise of options held by Mr.
Steimle, 20,113 of which shares will be vested as of 60 days from December
31, 1996; 4,800 shares held in an IRA by Alex. Brown & Sons as a custodian
for the benefit of Mr. Steimle; and 4,000 shares held in an IRA by Alex.
Brown & Sons as a custodian for the benefit of Jessica Steimle.

(16) Includes 58,667 shares subject to a right of repurchase by the Company.
Includes 893,436 shares issuable upon exercise of options, 415,080 of which
shares will be vested as of 60 days from December 31, 1996, and 667,424
shares which may be acquired upon exercise of warrants.

(17) Includes 130,600 shares issuable upon exercise of options held by Mr.
Sulzer, 107,486 of which shares will be vested as of 60 days from December
31, 1996.

(18) Represents shares held by the following entities affiliated with Japan
Associated Finance Co., Ltd.: Japan Associated Finance Co., Ltd. (29,295
shares), JAFCO R-1(A) Investment Enterprise Partnership (28,302 shares).
JAFCO R-1(B) Investment Enterprise Partnership (28,302 shares), JAFCO G-5
Investment Enterprise Partnership (60,570 shares) and U.S. Information
Technology Investment Enterprise Partnership (585,879 shares). Of the 28,500
shares to be sold in this offering, 4,000 shares will be sold by Japan
Associated Finance Co., Ltd., 3,865 shares will be sold by JAFCO R-1(A)
Investment Enterprise Partnership, 3,865 shares will be sold by JAFCO R-1(B)
Investment Enterprise Partnership, 8,270 shares will be sold by JAFCO G-5
Investment Enterprise Partnership and 80,000 will be sold by U.S.
Information Technology Investment Enterprise Partnership.

(19) Includes 8,000 shares which may be acquired upon exercise of a warrant.

(20) Includes 20,000 shares which may be acquired upon exercise of a warrant, of
which 7,928 shares are expected to be exercised in connection with this
offering.

53
<PAGE>
DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of the Company consists of 100,000,000 shares
of Common Stock, par value $0.01 per share, and 5,000,000 shares Preferred
Stock, par value $0.01 per share.

COMMON STOCK

As of December 31, 1996, there were 32,649,607 shares of Common Stock
outstanding, held of record by 211 stockholders. There will be 33,157,535
shares, of Common Stock outstanding after giving effect to the sale of the
shares of Common Stock offered hereby after giving effect to the exercise of
warrants to purchase 307,928 shares in connection with this offering and
assuming no exercise after December 31, 1996 of any other outstanding stock
options and warrants. Subject to the rights of the holders of any Preferred
Stock which may be outstanding, each holder of Common Stock on the applicable
record date is entitled to receive such dividends as may be declared by the
Board of Directors out of funds legally available therefor, and, in the event of
liquidation, to share pro rata in any distribution of the Company's assets after
payment or providing for the payment of liabilities and the liquidation
preference of any outstanding Preferred Stock. Each holder of Common Stock is
entitled to one vote for each share held of record on the applicable record date
on all matters presented to a vote of stockholders, including the election of
directors. Holders of Common Stock have no preemptive rights to purchase or
subscribe for any stock or other securities, and there are no conversion rights
or redemption or sinking fund provisions with respect to such Common Stock. All
outstanding shares of Common Stock are, and the shares of Common Stock offered
hereby will be when issued, fully paid and non-assessable.

PREFERRED STOCK

The Board of Directors is authorized, without further vote or action by
holders of Common Stock, to issue 5,000,000 shares of Preferred Stock in one or
more series and to designate the rights, preferences, limitations, restrictions
of and upon shares of each series, including voting, redemption and conversion
rights. The Board of Directors may also designate dividend rights and
preferences in liquidation. It is not possible to state the effect of the
authorization and issuance of any series of Preferred Stock upon the rights of
holders of Common Stock until the Board of Directors determines the specific
terms, rights and preferences of such a series of Preferred Stock. However, such
effects might include, among other things, restricting dividends on the Common
Stock, diluting the voting power of the Common Stock or impairing the
liquidation rights of such shares without further action by holders of Common
Stock. In addition, under certain circumstances, the issuance of Preferred Stock
may render more difficult or tend to discourage a merger, tender offer or proxy
contest, the assumption of control by a holder of a large block of the Company's
securities or the removal of incumbent management, which could thereby depress
the market price of the Company's Common Stock.

WARRANTS

As of December 31, 1996, after giving effect to the exercise of warrants to
purchase 307,928 shares in connection with this offering, the Company had
outstanding warrants to purchase an aggregate of 2,265,848 shares of Common
Stock with the following per share exercise prices: 446,592 at $0.025; 101,988
at $0.125; 450,000 at $0.25; 1,237,200 at $1.165; and 30,068 at $7.00. These
warrants contain net exercise provisions and expire at various dates between
January 1, 1998 and September 30, 2000. See ``Certain Transactions."

ANTI-TAKEOVER PROVISIONS

DELAWARE LAW

Section 203 (``Section 203") of the Delaware General Corporation Law
(``DGCL") is applicable to corporate takeovers of Delaware corporations. Subject
to certain exceptions set forth therein, Section 203 provides that a corporation
shall not engage in any business combination with any ``interested stockholder"
for a three-year period following the date that such stockholder becomes an
interested stockholder unless (a) prior to such date, the board of directors of
the corporation approved either the business combination or the transaction
which resulted in the stockholder becoming an interested stockholder, (b) upon
consummation of the transaction which resulted in the stockholder becoming an
interested stockholder, the interested stockholder owned at least 85% of the
voting stock of the corporation outstanding at the time the transaction

54
<PAGE>
commenced (excluding certain shares) or (c) on or subsequent to such date, the
business combination is approved by the board of directors of the corporation
and by the affirmative votes of at least two-thirds of the outstanding voting
stock which is not owned by the interested stockholder. Except as specified in
Section 203, an interested stockholder is generally defined to include any
person that is the owner of 15% or more of the outstanding voting stock of the
corporation, or is an affiliate or associate of the corporation and was the
owner of 15% or more of the outstanding voting stock of the corporation, or is
an affiliate or associate of the corporation and was the owner of 15% or more of
the outstanding voting stock of the corporation any time within three years
immediately prior to the relevant date, and the affiliates and associates of
such person. Under certain circumstances, Section 203 makes it more difficult
for an interested stockholder to effect various business combinations with a
corporation for a three-year period, although the stockholders may, by adopting
an amendment to the corporation's certificate of incorporation or bylaws, elect
not to be governed by this section, effective 12 months after adoption. The
Company's certificate of incorporation and the bylaws do not exclude the Company
from the restrictions imposed under Section 203. It is anticipated that the
provisions of Section 203 may encourage companies interested in acquiring the
Company to negotiate in advance with the Board of Directors of the Company since
the stockholder approval requirement would be avoided if a majority of the
directors then in office approve either the business combination or the
transaction which resulted in the stockholder becoming an interested
stockholder. These provisions may have the effect of deterring hostile takeovers
or delaying changes in control of the Company, which could depress the market
price of the Common Stock and which could deprive the stockholders of
opportunities to realize a premium on shares of the Common Stock held by them.

CHARTER AND BYLAW PROVISIONS

The Company's certificate of incorporation and bylaws contain certain
provisions that could discourage potential takeover attempts and make more
difficult attempts by stockholders to change management. The certificate of
incorporation and the bylaws provide for a classified Board of Directors and
permit the Board to create new directorships and to elect new directors to serve
for the full term of the class of director in which the new directorship was
created. The terms of the directors are staggered to provide for the election of
approximately one- third of the Board members each year, with each director
serving a three-year term. The Board (or its remaining members, even though less
than a quorum) is also empowered to fill vacancies on the Board occurring for
any reason for the remainder of the term of the class of directors in which the
vacancy occurred. Stockholders may remove a director or the entire Board, and
such removal requires the affirmative vote of two- thirds of the outstanding
voting stock. The Company's certificate of incorporation provides that
stockholders may not take action by written consent but only at a stockholders'
meeting, and that special meetings of the stockholders of the Company may only
be called by the Chairman of the Board or a majority of the Board.

The Company's certificate of incorporation provides that, in addition to the
requirements of the DGCL, any ``Business Combination" (as defined in the
certificate of incorporation) requires the affirmative vote of two-thirds of the
votes entitled to be cast by the holders of the Company's then outstanding
capital stock, voting together as a class, unless two-thirds of the directors
(excluding certain directors affiliated with persons interested in the Business
Combination) approve the proposed transaction.

A ``Business Combination," as defined in the Company's certificate of
incorporation, includes (i) a merger or consolidation of the Company or any of
its subsidiaries with an ``Interested Stockholder" (as defined in the
certificate of incorporation) or any other corporation which is, or after such
transaction would be, an ``Affiliate" or ``Associate" (as such terms are defined
in the Securities Exchange Act of 1934) of an Interested Stockholder; (ii) any
sale, lease, exchange, mortgage, pledge, transfer or other disposition to or
with, or proposed by or on behalf of, any Interested Stockholder or any
Affiliate or Associate of any Interested Stockholder involving any assets of the
Company or any subsidiary that constitute five percent or more of the total
assets of the Company; (iii) the issuance or transfer by the Company or any
subsidiary of any securities of the Company or any subsidiary to, or proposed by
on behalf of, an Interested Stockholder or any Affiliate or Associate of an
Interested Stockholder in exchange for cash, securities or other property that
constitute five percent or more of the total assets of the Company; (iv) the
adoption of any plan or proposal for the liquidation or dissolution of the
Company or any spin-off or split-up of any kind of the Company or

55
<PAGE>
any subsidiary, proposed by or on behalf of an Interested Stockholder or any
Affiliate or Associate of an Interested Stockholder; or (v) any
reclassification, recapitalization, or merger or consolidation of the Company
with any of its subsidiaries or any other transaction that has the effect,
directly or indirectly, of increasing the proportionate share of any class or
series of capital stock of the Company or any of its subsidiaries that is
beneficially owned by any Interested Stockholder or an Affiliate or Associate of
any Interested Stockholder.

The Company's certificate of incorporation defines an ``Interested
Stockholder" as (i) an individual, corporation or other entity (a ``person")
which is or was at any time within the two-year period preceding the date of the
transaction in question, the beneficial owner of 15% or more of the outstanding
voting securities of the Company; (ii) an Associate or Affiliate of the Company
who within the two-year period preceding the date of the transaction in question
was the beneficial owner of 15% or more of the outstanding voting securities of
the Company; or (iii) under certain circumstances, an assignee of any of the
foregoing persons. A person is a ``beneficial owner" of any stock of the Company
(a) which such person or any of its Affiliates and Associates beneficially owns,
directly or indirectly; (b) which such person or any of its Affiliates or
Associates has, directly or indirectly, (i) the right to acquire (whether such
right is exercisable immediately or subject only to the passage of time),
pursuant to any agreement, arrangement or understanding or upon the exercise of
conversion rights, exchange warrants or options, or otherwise, or (ii) the right
to vote pursuant to any agreement, arrangement or understanding; or (c) which
are beneficially owned, directly or indirectly, by any other person with which
such person or any of its Affiliates or Associates has any agreement,
arrangement or understanding for the purpose of acquiring, holding, voting or
disposing of any shares of capital stock.

The foregoing provisions of the certificate of incorporation and bylaws of
the Company may deter any potential unfriendly offers or other efforts to obtain
control of the Company that are not approved by the Board of Directors and could
thereby deprive the stockholders of opportunities to realize a premium on their
Common Stock and could make removal of incumbent directors more difficult. At
the same time, these provisions may have the effect of inducing any persons
seeking control of the Company or a business combination with the Company to
negotiate terms acceptable to the Board of Directors. Such provisions of the
Company's certificate of incorporation and bylaws can be changed or amended only
by the affirmative vote of the holders of at least two-thirds of the Company's
then outstanding voting stock.

REGISTRATION RIGHTS

Following this offering, the holders of approximately 19,368,927 shares of
Common Stock outstanding or issuable upon exercise of outstanding warrants (the
``Holders") will be entitled to certain rights with respect to the registration
of such shares under the Securities Act. Under the terms of an agreement between
the Company and the Holders, if the Company proposes to register any of its
securities under the Securities Act, the Holders are entitled to notice of such
registration and are entitled to include shares of such Common Stock therein;
provided, among other conditions, that the underwriters of any offering have the
right to limit the number of such shares included in such registration. In
addition, upon the request of the Holders of at least 50% of the registrable
securities at any time after January 1, 1997, the Holders may require the
Company on not more than one occasion to file a registration statement under the
Securities Act with respect to such shares, and the Company is required to use
its best efforts to effect such registration, subject to certain conditions and
limitations. The Holders may require the Company to register all or a portion of
their shares with registration rights on Form S-3 when such form becomes
available to the Company, on not more than three occasions, subject to certain
conditions and limitations. If the Holders, by exercising their demand
registration rights, cause a large number of securities to be registered and
sold in the public market, such sales could have an adverse effect on the market
price for the Company's Common Stock. Moreover, if the Company were to include
in a Company initiated registration shares held by the Holders pursuant to
exercise of their piggyback registration rights, such sales may have an adverse
effect on the Company's ability to raise additional capital.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar of the Common Stock is The First National
Bank of Boston.

56
<PAGE>
SHARES ELIGIBLE FOR FUTURE SALE

Sales of a substantial number of shares of Common Stock in the public market
following this offering could adversely affect the market price for the
Company's Common Stock. The number of shares of Common Stock available for sale
in the public market is limited by restrictions under the Securities Act and by
the following lock-up agreements: (i) in connection with the Company's initial
public offering, the Company's officers, directors and certain stockholders
agreed (the "IPO Lock-Up Agreement") not to sell or otherwise dispose of any of
their shares for 180 days following the date of the Company's initial public
offering without the prior consent of Morgan Stanley & Co. Incorporated; and
(ii) in connection with this offering, the Company's executive officers,
directors and the Selling Stockholders have entered into agreements with Morgan
Stanley & Co. Incorporated (the "Follow-On Lock-Up Agreements") pursuant to
which such holders agreed not to sell or otherwise dispose of any of their
shares for 90 days following completion of this offering. Morgan Stanley & Co.
Incorporated may, however, in its sole discretion at any time and without
notice, release all or any portion of the securities subject to Lock-Up
Agreements. Upon completion of this offering, the Company will have outstanding
33,157,535 shares of Common Stock. Of these shares: 7,793,750 shares (including
the 5,175,000 shares sold in the Company's initial public offering and the
2,600,000 shares sold in this offering) will be available for immediate sale;
10,547,936 shares will become eligible for sale on March 30, 1997 upon
expiration of the IPO Lock-Up Agreements pursuant to Rule 701 or Rule 144
(subject in certain cases to the volume limitations of Rule 144); 13,346 shares
will become eligible for sale pursuant to Rule 144 (subject in certain cases to
the applicable Rule 144 volume limitations) at various dates between March 30,
1997 and the expiration date of the Follow-On Lock-Up Agreements upon expiration
of the applicable Rule 144 holding periods; 11,499,943 shares will become
eligible for sale 90 days after the completion of this offering upon expiration
of the Follow-On Lock-Up Agreements pursuant to Rule 701 or Rule 144 (subject in
certain cases to the volume limitations of Rule 144); and the remaining
3,302,560 shares will become eligible for sale pursuant to Rule 144 (subject in
certain cases to the applicable Rule 144 volume limitations) at various dates
following expiration of the Follow-On Lock-Up Agreements.

In general, under Rule 144 as currently in effect, a person (or persons
whose shares are aggregated) who has beneficially owned Restricted Shares for at
least two years (including the holding period of any prior owner except an
affiliate) would be entitled to sell within any three-month period a number of
shares that does not exceed the greater of: (i) one percent of the number of
shares of Common Stock then outstanding (approximately 330,000 shares
immediately after this offering); of (ii) the average weekly trading volume of
the Common stock during the four calendar weeks preceding the filing of a Form
144 with respect to such sale. Sales under Rule 144 are also subject to certain
manner of sale provisions and notice requirements and to the availability of
current public information about the Company. Under Rule 144(k), a person who is
not deemed to have been an affiliate of the Company at any time during the 90
days preceding a sale, and who has beneficially owned the shares proposed to be
sold for at least three years (including the holding period of any prior owner
except an affiliate), is entitled to sell such shares without complying with the
manner of sale, public information, volume limitation or notice provisions of
Rule 144.

Subject to certain limitations on the aggregate offering price of a
transaction and other conditions, Rule 701 may be relied upon with respect to
the resale of securities originally purchased from the Company by its employees,
directors, officers, consultants or advisers prior to the closing of this
offering, pursuant to written compensatory benefit plans or written contracts
relating to the compensation of such persons. In addition, the Securities and
Exchange Commission has indicated that Rule 701 will apply to stock options
granted by the Company before this offering, along with the shares acquired upon
exercise of such options. Securities issued in reliance on Rule 701 are deemed
to be Restricted Shares and, beginning 90 days after the date of this Prospectus
(unless subject to the contractual restrictions described above), may be sold by
persons other than affiliates subject only to the manner of sale provisions of
Rule 144 and by affiliates under Rule 144 without compliance with its two-year
minimum holding period requirements.

In addition, as of December 31, 1996, the Company had outstanding warrants
to purchase an aggregate of 2,265,848 shares of Common Stock (after giving
effect to the exercise of warrants to purchase 307,928 shares in connection with
this offering). These warrants contain net exercise provisions. Accordingly, any
shares issued upon net exercise will be eligible for sale immediately upon
expiration of any lock-up

57
<PAGE>
agreements to which such shares are subject pursuant to Rule 144. In addition,
the Company has filed a registration statement on Form S-8 with the Commission
registering 8,675,676 shares of Common Stock reserved for issuance under the
Company's Employee Stock Purchase Plan and 1996 Stock Incentive Plan. Of such
shares, 4,313,544 shares subject to stock options outstanding under the 1996
Stock Incentive Plan are subject to lock-up agreements and will be eligible for
sale upon expiration of such lock-up agreements as follows: 3,290,108 shares on
March 30, 1997 and the remaining 1,023,436 shares 90 days from the date of this
Prospectus. The 1,500,000 shares reserved under the Employee Stock Purchase Plan
will be eligible for sale upon issuance. In addition, the holders of
approximately 19,368,927 shares of Common Stock outstanding or issuable upon
exercise of outstanding warrants have certain rights to require the Company to
register those shares under the Securities Act. If such holders, by exercising
their demand registration rights, cause a large number of shares to be
registered and sold in the public market, such sales could have a material
adverse effect on the market price for the Company's Common Stock. If the
Company were required to include in a Company-initiated registration shares held
by such holders pursuant to the exercise of their piggyback registration rights,
such sales may have an adverse effect on the Company's ability to raise needed
capital. See "Description of Capital Stock" and "Underwriters."

58
<PAGE>
UNDERWRITERS

Under the terms and subject to conditions contained in an Underwriting
Agreement, the U.S. Underwriters named below, for whom Morgan Stanley & Co.
Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Cowen &
Company and Hambrecht & Quist LLC are acting as U.S. Representatives (the ``U.S.
Underwriters"), have severally agreed to purchase, and the Company has agreed to
sell to them, and the International Underwriters named below, for whom Morgan
Stanley & Co. International Limited, Merrill Lynch International, Cowen &
Company and Hambrecht & Quist LLC are acting as International Representatives
(the ``International Underwriters"), have severally agreed to purchase, and the
Company has agreed to sell to them, the respective number of shares of Common
Stock set forth opposite their respective names below:

<TABLE>
<CAPTION>
NUMBER OF
NAME OF SHARES
- ------------------------------------------------------------------------------------------- ----------
<S> <C>
U.S. Underwriters:
Morgan Stanley & Co. Incorporated........................................................
Merrill Lynch, Pierce, Fenner & Smith
Incorporated...................................................................
Cowen & Company..........................................................................
Hambrecht & Quist LLC....................................................................

----------
Subtotal............................................................................... 2,080,000
----------

International Underwriters:
Morgan Stanley & Co. International Limited...............................................
Merrill Lynch International..............................................................
Cowen & Company..........................................................................
Hambrecht & Quist LLC....................................................................
----------
Subtotal............................................................................... 520,000
----------
Total................................................................................ 2,600,000
----------
----------
</TABLE>

The U.S. Underwriters and the International Underwriters are collectively
referred to as the ``Underwriters." The Underwriting Agreement provides that the
obligations of the several Underwriters to pay for and accept delivery of the
shares of Common Stock offered hereby are subject to the approval of certain
legal matters by their counsel and to certain other conditions. The Underwriters
are obligated to take and pay for all of the shares of Common Stock offered
hereby (other than those covered by the over-allotment option described below),
if any are taken.

Pursuant to the Agreement Between U.S. and International Underwriters, each
U.S. Underwriter has represented and agreed that, with certain exceptions set
forth below, (a) it is not purchasing any of the U.S. Shares (as defined below)
for the account of anyone other than a United States or Canadian Person (as
defined below) and (b) it has not offered or sold, and will not offer or sell,
directly or indirectly, any of the

59
<PAGE>
U.S. Shares or distribute any prospectus relating to the U.S. Shares outside the
United States or Canada or to anyone other than a United States or Canadian
Person. Pursuant to the Agreement Between U.S. and International Underwriters,
each International Underwriter has represented and agreed that, with certain
exceptions set forth below, (a) it is not purchasing any of the International
Shares (as defined below) for the account of any United States or Canadian
Person and (b) it has not offered or sold, and will not offer or sell, directly
or indirectly, any of the International Shares or distribute any prospectus
relating to the International Shares in the United States or Canada or to any
United States or Canadian Person. The foregoing limitations do not apply to
stabilization transactions or to certain other transactions specified in the
Agreement Between U.S. and International Underwriters. As used herein, ``United
States or Canadian Person" means any national or resident of the United States
or Canada or any corporation, pension, profit-sharing or other trust or other
entity organized under the laws of the United States or Canada or of any
political subdivision thereof (other than a branch located outside of the United
States and Canada of any United States or Canadian Person) and includes any
United States or Canadian branch of a person who is not otherwise a United
States or Canadian Person, and ``United States" means the United States of
America, its territories, its possessions and all areas subject to its
jurisdiction. All shares of Common Stock to be offered by the U.S. Underwriters
and International Underwriters under the Underwriting Agreement are referred to
herein as the ``U.S. Shares" and the ``International Shares," respectively.

Pursuant to the Agreement Between U.S. and International Underwriters, sales
may be made between the U.S. Underwriters and the International Underwriters of
any number of shares of Common Stock to be purchased pursuant to the
Underwriting Agreement as may be mutually agreed. The per share price and
currency settlement of any shares of Common Stock so sold shall be the public
offering price set forth on the cover page hereof, in United States dollars,
less an amount not greater than the per share amount of the concession to
dealers set forth below.

Pursuant to the Agreement Between U.S. and International Underwriters, each
U.S. Underwriter has represented that it has not offered or sold, and has agreed
not to offer or sell, any shares of Common Stock, directly or indirectly, in
Canada or to, or for the benefit of, any resident of any province or territory
of Canada in contravention of the securities laws thereof and has represented
that any offer of such shares in Canada will be made only pursuant to an
exemption from the requirement to file a prospectus in the province or territory
of Canada in which such offer is made. Each U.S. Underwriter has further agreed
to send to any dealer who purchases from it any shares of Common Stock a notice
stating in substance that, by purchasing such shares, such dealer represents and
agrees that it has not offered or sold and will not offer or sell, directly or
indirectly, any of such shares in Canada or to, or for the benefit of, any
resident of any province or territory of Canada in contravention of the
securities laws thereof and that any offer of shares of Common Stock in Canada
will be made only pursuant to an exemption from the requirement to file a
prospectus in the province or territory of Canada in which such offer is made,
and that such dealer will deliver to any other dealer to whom it sells any of
such shares a notice to the foregoing effect.

Pursuant to the Agreement Between U.S. and International Underwriters, each
International Underwriter has represented that (i) it has not offered or sold
and prior to the expiration of the period of six months from the date of closing
will not offer or sell any shares of Common Stock to persons in the United
Kingdom except to persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or agent) for the
purposes of their businesses or otherwise in circumstances which have not
resulted and will not result in an offer to the public in the United Kingdom
within the meaning of the Public Offers of Securities Regulations 1995 (the
``Regulations"); (ii) it has complied and will comply with all applicable
provisions of the Financial Services Act 1986 and the Regulations with respect
to anything done by it in relation to such shares in, from or otherwise
involving the United Kingdom; and (iii) it has only issued or passed on and will
only issue or pass on to any person in the United Kingdom any document received
by it in connection with the issue of such shares to a person who is of a kind
described in Article 11(3) of the Financial Services Act 1986 (Investment
Advertisements) (Exemptions) Order 1996, or is a person to whom such document
may otherwise lawfully be issued or passed on.

Pursuant to the Agreement Between U.S. and International Underwriters, each
International Underwriter has represented and agreed that it has not offered or
sold, and will not offer or sell, directly or

60
<PAGE>
indirectly, in Japan or to or for the account of any resident thereof, any
shares of Common Stock acquired in connection with this offering, except for
offers or sales to Japanese International Underwriters or dealers and except
pursuant to any exemption from the registration requirements of the Securities
and Exchange Law and other relevant laws and regulations of Japan. Each
International Underwriter has further agreed to send to any dealer who purchases
from it any of such shares of Common Stock a notice stating in substance that by
purchasing such shares such dealer may not offer or sell any of such shares,
directly or indirectly, in Japan or to or for the account of any resident
thereof, except for offers or sales to Japanese International Underwriters or
dealers and except pursuant to any exemption from the registration requirements
of the Securities and Exchange Law and other relevant laws and regulations of
Japan, and that such dealer will send to any other dealer to whom it sells any
of such shares a notice to the foregoing effect.

The Underwriters initially propose to offer part of the shares of Common
Stock directly to the public at the public offering price set forth on the cover
page hereof and part to certain dealers at a price which represents a concession
not in excess of $ a share under the public offering price. Any Underwriter
may allow, and such dealers may reallow, a concession not in excess of $ a
share to other Underwriters or to certain other dealers.

Certain Selling Stockholders have granted to the U.S. Underwriters an
option, exercisable for 30 days from the date of this Prospectus, to purchase up
to an aggregate of 390,000 additional shares of Common Stock at the public
offering price set forth on the cover page hereof, less underwriting discounts
and commissions. The U.S. Underwriters may exercise such option to purchase
solely for the purpose of covering over-allotments, if any, incurred in the sale
of the shares of Common Stock offered hereby.

The Company, the Selling Stockholders and the Underwriters have agreed to
indemnify each other against certain liabilities, including liabilities under
the Securities Act.

The Company has agreed not to offer, pledge, sell, contract to sell, sell
any option or contract to purchase, purchase any option or contract to sell,
grant any option, right or warrant to purchase, or otherwise transfer or dispose
of, directly or indirectly, any shares of Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock, or enter into
any swap or similar agreement that transfers, in whole or in part, the economic
risk of ownership of the Common Stock, for a period of 90 days after the date of
this Prospectus, without the prior written consent of Morgan Stanley & Co.
Incorporated, subject to certain limited exceptions.

See ``Shares Eligible for Future Sale" for a description of certain
arrangements by which all officers, directors and stockholders of the Company
have agreed not to sell or otherwise dispose of the Common Stock of the Company
for a period of 90 days after the date of this Prospectus, without the prior
written consent of Morgan Stanley & Co. Incorporated.

Pursuant to regulations promulgated by the Securities and Exchange
Commission (the "Commission"), market makers in the Common Stock who are
Underwriters or prospective underwriters ("passive market makers") may, subject
to certain limitations, make bids for or purchases of shares of Common Stock
until the earlier of the time of commencement (the "Commencement Date") of
offers or sales of the Common Stock contemplated by this Prospectus or the time
at which a stabilizing bid for such shares is made. In general, on and after the
date two business days prior to the Commencement Date (1) such market maker's
net daily purchases of the Common Stock may not exceed 30% of its average daily
trading volume in such stock for the two full consecutive calendar months
immediately preceding the filing date of the registration statement of which
this Prospectus forms a part, (2) such market maker may not effect transactions
in, or display bids for, the Common Stock at a price that exceeds the highest
bid for the Common Stock by persons who are not passive market makers and (3)
bids made by passive market makers must be identified as such.

61
<PAGE>
LEGAL MATTERS

The validity of the Common Stock offered hereby will be passed upon for the
Company by Brobeck, Phleger & Harrison LLP, San Francisco, California. Certain
legal matters in connection with this offering will be passed upon for the
Underwriters by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo
Alto, California.

EXPERTS

The consolidated financial statements of the Company as of December 31, 1995
and 1996, and for each of the years in the three-year period ended December 31,
1996, have been included herein and in the Registration Statement in reliance on
the report of KPMG Peat Marwick LLP, independent auditors, appearing elsewhere
herein and upon the authority of said firm as experts in auditing and
accounting.

ADDITIONAL INFORMATION

The Company has filed with the Commission a registration statement on Form
S-1 (together with all amendments and exhibits thereto, the ``Registration
Statement") under the Securities Act with respect to the Common Stock offered
hereby. This Prospectus, which constitutes a part of the Registration Statement,
does not contain all of the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the Rules and Regulations
of the Commission. For further information with respect to the Company and the
Common Stock offered hereby, reference is made to the Registration Statement and
to the exhibits and schedules filed therewith. Statements contained in this
Prospectus as to the contents of any contract or other document are not
necessarily complete, and in each instance reference is made to the copy of such
contract or other document filed as an exhibit to the Registration Statement,
each such statement being qualified in all respects by such reference. The
Company is also subject to the information requirements of the Securities
Exchange Act of 1934, and in accordance therewith files reports, proxy
statements and other information with the Commission. Copies of the Registration
Statement and the exhibits and schedules thereto, reports, proxy statements and
other information filed by the Company may be inspected or copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional
offices located at Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661 and at Seven World Trade Center, 13th Floor, New
York, New York 10048. Copies of the Registration Statement may also be obtained
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. The Commission also maintains a
World Wide Web site that contains reports, proxy and information statements and
other information regarding registrants, such as the Company, that file
electronically with the Commission. The address of the site is
http://www.sec.gov. In addition, the Common Stock of the Company is quoted on
the Nasdaq National Market. Reports and other information concerning the Company
may be inspected at the National Association of Securities Dealers, Inc., 1735 K
Street, Washington, D.C.

62
<PAGE>
GLOSSARY OF TERMS

<TABLE>
<S> <C>
Analog....................................... A form of transmission employing a continuous
electrical signal (rather than a pulsed or
digital system) that varies in frequency and
amplitude.
Application Specific Integrated Circuit A broad term that refers to custom or
(ASIC)...................................... semi-custom integrated circuits.
Asynchronous Data Channel Service (ADU)...... A low speed asynchronous data interface for
rates up to 38.4 Kbps.
Backplane Design............................. The design of the circuit board that
interconnects a wide variety of service
types. The interconnection of the traces on
the backplane defines the performance and
flexibility of the system.
Bandwidth.................................... A relative range of frequencies that carry a
signal without distortion on a transmission
medium.
Bellcore..................................... Bell Communications Research. A standards
body funded by the telecommunications
industry that proposes new network
architectures and performs validation testing
and analysis.
Beta Testing................................. A step in the engineering cycle prior to full
manufacturing release.
Central Office............................... A term commonly used to describe the location
of the switching equipment that is used to
re-direct telephone calls.
Central Office Switch........................ Used synonomously with Central Office.
Central Processing Unit (CPU)................ The circuit pack that contains the main
operating software for the system. It is
responsible for co-ordination of all system
level functionality.
Channel Bank................................. A multiplexer that puts many slow speed voice
or data conversations onto one high speed
link and controls the flow of the
conversations.
Coaxial...................................... A type of electrical cable in which one
conductor is wrapped around another and
insulates the inner conductor.
Codec........................................ Electronic circuitry employed to digitize
analog signals and to convert the digital
signals back into analog form.
Digital...................................... The representation of information as discrete
value (i.e., 1s and 0s). These digital values
can be processed, manipulated, exchanged or
stored by electronic systems.
Digital Loop Carrier (DLC)................... A device used to concentrate susbscriber
telephone circuits onto one or more high
speed digital loops in a carrier's central
office by converting analog signals into
digital bit streams.
E1 Transceivers.............................. A transmitter and receiver (transceiver) for
sending digital data at 2.04 Mbps over
twisted pair cabling.
</TABLE>

63
<PAGE>
<TABLE>
<S> <C>
Frequency.................................... The number of identical cycles per second,
measured in hertz, of a periodic oscillation
or wave in radio propagation.
Hertz........................................ One cycle per second. The unit for measuring
frequency signals.
High Speed Digital Subscriber Line (HDSL).... A technology that enables high speed
transmission of data over copper wires.
Utilization of this technology requires
minimal changes to existing copper phone
lines.
Integrated Services Digital Network (ISDN)... An internationally accepted standard for
voice, data and signaling that makes all
transmission circuits end-to-end digital and
defines a standard out-of-band signaling
system.
ISO-9001..................................... ISO is the International Standards
Organisation responsible for drafting quality
procedures. 9001 is the quality procedure for
manufacturing.
Large Line-Size Market....................... Market with 600 to 2,000 lines within the
serviceable area of the NGDLC, generally in
urban areas.
Line Cards................................... A term commonly used to refer to service
interfaces that terminate on plug-in circuit
packs.
Local Exchange Terminal (LET)................ The term the Company uses to describe the
terminal that is housed in the Central
Office. Exchange is the international word
for switch.
Local Loop................................... A term used to describe the copper cables
that connect a customer's phone to the
Central Office.
MLT Remote Testing Capabilities.............. MLT or mechanized loop testing is a technique
the telephone companies use to test a
customer's telephone line. When a DLC is
used, special interfaces must be developed to
provide this test interface.
Next Generation Digital Loop Carrier The next generation of DLC's, designed and
(NGDLC)..................................... introduced in the market in the early 1990s
to support telecommunications services over
fiber-only networks in densely populated
urban markets with 600 to 2,000 lines within
the serviceable area of the NGDLC.
PCBA......................................... Printed Circuit Board Assembly.
Plain Old Telephone Service (POTS)........... Basic telephone service with no enhanced
features such as call waiting, conference
calling or call forwarding.
Printed Circuit Boards....................... A fiberglass laminated board with etched
copper traces.
RBOC......................................... Regional Bell Operating Company.
Remote Service Terminal (RST)................ A term the Company uses to describe its
outside enclosures located at or near the
customers that are being served from it.
</TABLE>

64
<PAGE>
<TABLE>
<S> <C>
Small Line-Size Market....................... Market with less than 600 lines within the
serviceable area of the DLC, generally in
rural and suburban areas.
Synchronous Data Channel Service (SDU)....... A low speed data interface for rates less
than 64 Kbps.
Synchronous Optical Network (SONET).......... A standard designed to establish a digital
hierarchical network that enables the
transmission of data over a consistent
transport scheme at speeds up to 2.4 Gbps.
SONET OC3 Transceivers....................... An optical bi-directional circuit pack
operating at the SONET OC3 rate (155.52 Mbps)
that meets the SONET requirements for
inter-operability.
T1 Transceivers.............................. A transmitter and receiver (transceiver) for
sending digital data at 1.544 Mbps over
twisted pair cabling.
Universal Voice Grade Service (UVG).......... A multipurpose circuit pack that fulfills a
variety of interface requirements for modems,
etc.
</TABLE>

65
<PAGE>
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
---------

<S> <C>
Independent Auditors' Report............................................................................... F-2

Consolidated Balance Sheets as of December 31, 1995 and 1996............................................... F-3

Consolidated Statements of Operations for the years ended December 31, 1994, 1995 and 1996................. F-4

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) for
the years ended December 31, 1994, 1995 and 1996.......................................................... F-5

Consolidated Statements of Cash Flows for the years ended December 31, 1994, 1995 and 1996................. F-6

Notes to Consolidated Financial Statements................................................................. F-7
</TABLE>

F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT

The Board of Directors
Advanced Fibre Communications, Inc.:

We have audited the accompanying consolidated balance sheets of Advanced
Fibre Communications, Inc. and subsidiaries (the "Company") as of December 31,
1995 and 1996, and the related consolidated statements of operations, redeemable
convertible preferred stock and stockholders' equity (deficit) and cash flows
for each of the years in the three-year period ended December 31, 1996. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of the Company
as of December 31, 1995 and 1996, and the results of its operations and its cash
flows for each of the years in the three-year period ended December 31, 1996, in
conformity with generally accepted accounting principles.

KPMG PEAT MARWICK LLP

San Francisco, California
January 20, 1997

F-2
<PAGE>
ADVANCED FIBRE COMMUNICATIONS, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)

ASSETS

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1995 1996
---------- ----------
<S> <C> <C>
Current assets:
Cash and cash equivalents, including restricted cash of
$1,730 and $150 in 1995 and 1996, respectively......................................... $ 11,118 $ 24,942
Marketable securities................................................................... -- 83,488
Accounts receivable..................................................................... 10,993 32,779
Inventories............................................................................. 10,149 17,349
Deferred income taxes................................................................... -- 2,889
Prepaid expenses........................................................................ 132 742
---------- ----------
Total current assets.................................................................. 32,392 162,189
Property and equipment, net............................................................... 1,828 9,589
Other assets.............................................................................. 2,460 3,901
---------- ----------
Total assets........................................................................ $ 36,680 $ 175,679
---------- ----------
---------- ----------

LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND
STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable........................................................................ $ 7,121 $ 8,799
Accrued liabilities..................................................................... 6,501 8,052
---------- ----------
Total current liabilities............................................................. 13,622 16,851
Long-term liabilities..................................................................... 1,046 805
Redeemable convertible preferred stock, $0.01 par value; 35,345,816 shares authorized in
1995; 17,011,204 shares issued and outstanding in 1995................................... 37,777 --
Stockholders' equity (deficit):
Preferred stock, $0.01 par value; 5,000,000 shares authorized in 1996; no shares issued
and outstanding in 1996................................................................ -- --
Common stock, $0.01 par value; 84,654,184 and 100,000,000 shares authorized in 1995 and
1996, respectively; 5,015,168 and 32,649,607 shares issued and outstanding in 1995 and
1996, respectively..................................................................... 50 326
Additional paid-in capital.............................................................. (2,248) 164,002
Notes receivable from stockholders...................................................... (176) (151)
Accumulated deficit..................................................................... (13,391) (6,154)
---------- ----------
Total stockholders' equity (deficit).................................................. (15,765) 158,023
---------- ----------
Total liabilities, redeemable convertible preferred stock, and stockholders' equity
(deficit).......................................................................... $ 36,680 $ 175,679
---------- ----------
---------- ----------
</TABLE>

See accompanying notes to consolidated financial statements.

F-3
<PAGE>
ADVANCED FIBRE COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------
1994 1995 1996
--------- --------- ----------
<S> <C> <C> <C>
Revenues........................................................................ $ 18,802 $ 54,287 $ 130,193
Cost of revenues................................................................ 14,124 33,469 73,950
--------- --------- ----------
Gross profit................................................................ 4,678 20,818 56,243
--------- --------- ----------
Operating expenses:
Research and development...................................................... 2,867 5,730 14,413
Selling, general, and administrative.......................................... 5,051 9,660 21,188
DSC litigation costs.......................................................... 4,551 1,623 18,947
--------- --------- ----------
Total operating expenses.................................................... 12,469 17,013 54,548
--------- --------- ----------
Operating income (loss)..................................................... (7,791) 3,805 1,695
Other income (expense):
Gain on dissolution (equity in loss) of joint venture, net.................... -- (1,516) 1,516
Other income, net............................................................. 26 149 872
--------- --------- ----------
Income (loss) before income taxes........................................... (7,765) 2,438 4,083
Income taxes (benefit).......................................................... -- 97 (3,154)
--------- --------- ----------
Net income (loss)........................................................... $ (7,765) $ 2,341 $ 7,237
--------- --------- ----------
--------- --------- ----------
Pro forma net income per share.................................................. $ 0.09 $ 0.21
--------- ----------
--------- ----------
Shares used in per share computations........................................... 27,329 34,282
</TABLE>

See accompanying notes to consolidated financial statements.

F-4
<PAGE>
ADVANCED FIBRE COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF REDEEMABLE
CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)
YEARS ENDED DECEMBER 31, 1994, 1995, AND 1996
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
REDEEMABLE
CONVERTIBLE PREFERRED
STOCK COMMON STOCK ADDITIONAL
--------------------- ---------------------- PAID-IN NOTES RECEIVABLE ACCUMULATED
SHARES AMOUNT SHARES AMOUNT CAPITAL FROM STOCKHOLDERS DEFICIT
---------- --------- --------- ----------- ----------- ----------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balances as of December 31,
1993........................... 10,152,908 $ 9,145 3,006,472 $ 30 $ (15) $ -- $ (7,967)
Issuance of preferred stock..... 3,000,000 7,436 -- -- -- -- --
Conversion of notes payable to
preferred stock................ 200,000 500 -- -- -- -- --
Issuance of preferred stock..... 2,080,000 6,465 -- -- -- -- --
Exercise of common stock
options and warrants........... -- -- 86,252 1 10 -- --
Net loss........................ -- -- -- -- -- -- (7,765)
---------- --------- --------- ----- ----------- ----- ------------
Balances as of December 31,
1994........................... 15,432,908 23,546 3,092,724 31 (5) -- (15,732)
Issuance of preferred stock..... 2,193,540 14,539 -- -- -- -- --
Repurchase of preferred stock... (615,244) (308) -- -- (3,848) -- --
Sale of common stock for notes
receivable..................... -- -- 563,600 6 170 (176) --
Exercise of common stock options
and warrants................... -- -- 1,358,844 13 1,435 -- --
Net income...................... -- -- -- -- -- -- 2,341
---------- --------- --------- ----- ----------- ----- ------------
Balances as of December 31,
1995........................... 17,011,204 37,777 5,015,168 50 (2,248) (176) (13,391)
Issuance of preferred stock..... 220,000 1,540 -- -- -- -- --
Issuance of common stock in
settlement of litigation....... -- -- 725,787 7 8,986 -- --
Exercise of common stock options
and warrants................... -- -- 3,016,189 30 112 -- --
Initial public offering of
common stock................... 5,175,000 52 118,022
Conversion of preferred stock to
common stock................... (17,231,204) (39,317) 18,717,463 187 39,130 -- --
Payment of notes receivable from
stockholder.................... -- -- -- -- -- 25 --
Net income...................... -- -- -- -- -- -- 7,237
---------- --------- --------- ----- ----------- ----- ------------
Balances as of December 31,
1996........................... -- $ -- 32,649,607 $ 326 $ 164,002 $ (151) $ (6,154)
---------- --------- --------- ----- ----------- ----- ------------
---------- --------- --------- ----- ----------- ----- ------------

TOTAL
STOCKHOLDERS'
EQUITY
(DEFICIT)
-------------
<S> <C>
Balances as of December 31,
1993........................... $ (7,952)
Issuance of preferred stock..... --
Conversion of notes payable to
preferred stock................ --
Issuance of preferred stock..... --
Exercise of common stock
options and warrants........... 11
Net loss........................ (7,765)
-------------
Balances as of December 31,
1994........................... (15,706)
Issuance of preferred stock..... --
Repurchase of preferred stock... (3,848)
Sale of common stock for notes
receivable..................... --
Exercise of common stock options
and warrants................... 1,448
Net income...................... 2,341
-------------
Balances as of December 31,
1995........................... (15,765)
Issuance of preferred stock..... --
Issuance of common stock in
settlement of litigation....... 8,993
Exercise of common stock options
and warrants................... 142
Initial public offering of
common stock................... 118,074
Conversion of preferred stock to
common stock................... 39,317
Payment of notes receivable from
stockholder.................... 25
Net income...................... 7,237
-------------
Balances as of December 31,
1996........................... $ 158,023
-------------
-------------
</TABLE>

See accompanying notes to consolidated financial statements.

F-5
<PAGE>
ADVANCED FIBRE COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1994 1995 1996
--------- --------- ---------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)............................................................... $ (7,765) $ 2,341 $ 7,237
Adjustments to reconcile net income (loss) to net cash used in operating
activities:
Noncash portion of litigation settlement...................................... -- -- 12,807
Deferred income taxes......................................................... -- -- (3,679)
Depreciation and amortization................................................. 199 547 956
Equity in loss (gain on dissolution) of joint venture, net.................... -- 1,516 (1,149)
Changes in operating assets and liabilities:
Accounts receivable......................................................... (4,815) (5,802) (21,403)
Inventories................................................................. (2,513) (5,529) (5,714)
Prepaid expenses and other assets........................................... (109) (169) (588)
Accounts payable............................................................ 1,266 4,516 1,602
Accrued liabilities......................................................... 3,215 1,626 3,442
Long-term liabilities....................................................... (30) (17) 258
--------- --------- ---------
NET CASH USED IN OPERATING ACTIVITIES...................................... (10,552) (971) (6,231)
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net purchases of marketable securities.......................................... -- -- (83,488)
Acquisition of technology license............................................... -- (1,000) --
Purchase of property and equipment.............................................. (452) (1,084) (8,367)
Reimbursement of loans (advances) to joint venture.............................. -- (1,516) 1,516
Business acquisition, net of cash acquired...................................... -- -- (783)
--------- --------- ---------
NET CASH USED IN INVESTING ACTIVITIES...................................... (452) (3,600) (91,122)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from bank borrowings................................................... -- 1,550 16,806
Repayment of bank borrowings.................................................... -- (1,550) (16,806)
Prepayment of long-term portion of litigation settlement........................ -- -- (7,064)
Proceeds from stockholder loans................................................. 1,000 -- --
Repayment of stockholder loans.................................................. (500) -- --
Proceeds from initial public offering of common stock........................... -- -- 118,074
Proceeds from issuance of redeemable convertible preferred stock................ 13,901 14,539 --
Repurchase of redeemable convertible preferred stock............................ -- (4,156) --
Proceeds from exercise of common stock options and warrants..................... 11 1,448 167
--------- --------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES.................................. 14,412 11,831 111,177
--------- --------- ---------
INCREASE IN CASH AND CASH EQUIVALENTS............................................. 3,408 7,260 13,824

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR...................................... 450 3,858 11,118
--------- --------- ---------
CASH AND CASH EQUIVALENTS, END OF YEAR............................................ $ 3,858 $ 11,118 $ 24,942
--------- --------- ---------
--------- --------- ---------
NONCASH FINANCING AND INVESTING ACTIVITIES:
Conversion of notes payable to redeemable convertible preferred stock........... $ 500 $ -- $ --
Issuance of common stock for notes receivable................................... -- 176 --
Deferred portion of technology license fee...................................... -- 1,500 --
Issuance of preferred stock for business acquisition............................ -- -- 1,540
CASH PAID:
Interest........................................................................ 21 37 398
Income taxes.................................................................... -- -- 265
</TABLE>

See accompanying notes to consolidated financial statements.

F-6
<PAGE>
ADVANCED FIBRE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Advanced Fibre Communications, Inc. (the "Company") operates in one business
segment and designs, develops, manufactures, markets, and supports the Universal
Modular Carrier 1000-TM- (the UMC system), a cost-effective, multi-feature
digital loop carrier system developed to serve small line-size markets. The
Company's UMC system is designed to enable telephone companies, cable companies,
and other service providers to connect subscribers to the central office switch
for voice and data communications over copper wire, fiber optic cable, coaxial
cable and analog radio networks.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company
and its subsidiaries. All significant intercompany balances and transactions
have been eliminated. The Company's investments in 50% or less owned joint
ventures are accounted for under the equity method.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with original maturities
of three months or less to be cash equivalents. Cash and cash equivalents are
generally invested in money market funds, are classified as available-for-sales
securities and their cost approximates their market value. Included in cash and
cash equivalents is $833,000 and $150,000 as of December 31, 1995 and 1996,
respectively, held in escrow as collateral for bonds on certain contracts. Also
included in cash and cash equivalents as of December 31, 1995 is $897,000 held
in escrow related to sales to a particular customer pending resolution of the
litigation described in Note 10.

MARKETABLE SECURITIES

All marketable securities are classified as available-for-sale and are
stated at estimated fair value. Unrealized gains and losses were immaterial as
of December 31, 1996, and realized gains and losses were immaterial for the year
ended December 31, 1996.

INVENTORIES

Inventories are valued at the lower of first-in, first-out cost or market.

PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost. Depreciation is computed using
the straight-line method over the estimated useful lives, generally five to
seven years, of the related assets.

REVENUE RECOGNITION

Revenue is generally recognized when products are shipped. Product returns
and uncollectible accounts have been insignificant to date.

WARRANTY

The Company provides for estimated warranty costs at the time of sale.

INCOME TAXES

The Company accounts for income taxes using the asset and liability method.
Deferred tax assets and liabilities are recognized based on the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. The measurement of deferred tax assets is reduced, if necessary, by a
valuation allowance for any tax benefits that are not expected to be realized.

EQUITY-BASED COMPENSATION PLANS

The Company accounts for equity-based compensation plans using the intrinsic
value method.

F-7
<PAGE>
ADVANCED FIBRE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
PRO FORMA NET INCOME PER SHARE

Pro forma net income per share is computed using the weighted average number
of shares of common stock and redeemable convertible preferred stock, on an
as-if converted basis, outstanding and common equivalent shares from options and
warrants to purchase common stock using the treasury stock method, when
dilutive. In accordance with certain Securities and Exchange Commission Staff
Accounting Bulletins, such computations included all common and common
equivalent shares issued within the 12 months preceding the initial public
offering ("IPO") date as if they were outstanding for all prior periods
presented using the treasury stock method and the estimated IPO price.

CONCENTRATION OF CREDIT RISK

Financial instruments potentially exposing the Company to concentrations of
credit risk consist primarily of cash and cash equivalents and trade accounts
receivable. The Company manufactures and sells its products principally to
telephone companies. To reduce credit risk, the Company performs ongoing credit
evaluations of its customers' financial condition. The Company does not
generally require collateral. For international shipments, the Company generally
requires prepayment or letters of credit.

USE OF ESTIMATES

The Company has made a number of estimates and assumptions that affect the
reported amount of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could
differ from these estimates.

IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF

The Company adopted the provisions of Statement of Financial Accounting
Standards No. 121, ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND
LONG-LIVED ASSETS TO BE DISPOSED OF, effective January 1, 1996. This statement
requires long-lived assets to be evaluated for impairment whenever events or
changes in circumstances indicate that the carrying amount of the asset may not
be recoverable. Adoption of this statement did not have a material effect on the
Company's consolidated financial position or results of operations.

NOTE 2 -- JOINT VENTURES

ADVANCED ACCESS LABS

During fiscal 1994, the Company entered into a joint venture partnership,
Advanced Access Labs, with a stockholder. The joint venture designed and
developed a product to allow telephone services to be provided over existing
cable TV coaxial systems as well as other transmission media. The Company
contributed the right to use its technology in exchange for a 50% ownership in
the joint venture partnership. During 1995, the Company loaned $1,000,000 to the
joint venture. In addition, during 1995 and 1996, the Company made other net
advances to the joint venture totaling $516,000 and $167,000, respectively. The
Company has recorded its proportionate share of the joint venture's losses to
the extent of the Company's loans and advances therein. As a consequence, the
Company's loans and advances to the joint venture had been reduced to zero.

On December 23, 1996, the Company and the joint venture partner entered into
an agreement to terminate the partnership. In connection with the dissolution,
the joint venture partner reimbursed the Company $1,683,000 for all loans and
advances made by the Company to date. The reimbursement was recorded as a gain
and is reflected in gain on dissolution (equity in loss) of joint venture, net
in the accompanying consolidated financial statements. In addition, the Company
and the joint venture partner entered into a License and Marketing Agreement and
an OEM Agreement.

F-8
<PAGE>
ADVANCED FIBRE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 2 -- JOINT VENTURES (CONTINUED)
AFTEK HONG KONG

On April 11, 1996, the Company acquired all of the outstanding shares of
AFTEK Hong Kong, of which the Company had previously been a 49% stockholder.
AFTEK Hong Kong is a holding company that owns 60% of a joint venture, AFTEK
Hangzhou, that is licensed to manufacture and sell the Company's
telecommunications equipment in China. Total consideration consisted of the
following (in thousands):

<TABLE>
<S> <C>
Issuance of Series F preferred stock......................... $ 1,540
Cash paid to retire note payable............................. 939
Acquisition costs incurred................................... 79
---------
$ 2,558
---------
---------
</TABLE>

The acquisition has been accounted for using the purchase method of
accounting, and, accordingly, the purchase price has been allocated to the
assets purchased and the liabilities assumed based upon their fair values at the
date of acquisition. The excess of the purchase price over the fair values of
the net assets acquired was $932,000 and has been recorded as goodwill, which is
being amortized on a straight-line basis over 5 years.

Historical results of AFTEK Hong Kong and pro forma results of operations
giving effect to the acquisition have not been presented because such
information is immaterial in relation to the Company's results of operations.

On August 10, 1996, AFTEK Hong Kong and its joint venture partner agreed to
liquidate AFTEK Hangzhou. The partners appointed a liquidation committee to
facilitate the liquidation procedures and to ensure that the liquidation is
completed in accordance with the relevant stipulations contained in the joint
venture agreement. The Company has recorded a provision of approximately
$383,000 reflecting the reduction in the net realizable value of AFTEK Hong
Kong's interest in the joint venture's net assets to be distributed upon
liquidation.

The Company had sales to AFTEK Hong Kong of $2,020,000 in 1995.

NOTE 3 -- MARKETABLE SECURITIES
Marketable securities were comprised of the following as of December 31,
1996 (in thousands):

<TABLE>
<CAPTION>
FAIR
VALUE
---------
<S> <C>
Municipal debt securities....................................................... $ 61,488
Corporate debt securities....................................................... 22,000
---------
Total marketable securities..................................................... $ 83,488
---------
---------
</TABLE>

The fair value of securities maturing in one year or less and those maturing
between one year and five years was $54,128,000 and $29,360,000, respectively.

NOTE 4 -- INVENTORIES
The major components of inventories are as follows (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1995 1996
--------- ---------
<S> <C> <C>
Raw materials..................................................... $ 5,155 $ 7,631
Work-in-progress.................................................. 899 155
Finished goods.................................................... 4,095 9,563
--------- ---------
$ 10,149 $ 17,349
--------- ---------
--------- ---------
</TABLE>

F-9
<PAGE>
ADVANCED FIBRE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 5 -- PROPERTY AND EQUIPMENT
A summary of property and equipment follows (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1995 1996
--------- ---------
<S> <C> <C>
Furniture and fixtures............................................... $ 375 $ 1,266
Computer and office equipment........................................ 1,204 4,306
Engineering equipment................................................ 865 5,508
--------- ---------
2,444 11,080
Less: accumulated depreciation....................................... 616 1,491
--------- ---------
Net property and equipment......................................... $ 1,828 $ 9,589
--------- ---------
--------- ---------
</TABLE>

NOTE 6 -- ACCRUED LIABILITIES
A summary of accrued liabilities follows (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1995 1996
--------- ---------
<S> <C> <C>
DSC litigation costs................................................. $ 2,674 $ --
Warranty............................................................. 852 2,550
Other................................................................ 2,975 5,502
--------- ---------
$ 6,501 $ 8,052
--------- ---------
--------- ---------
</TABLE>

NOTE 7 -- INCOME TAXES
A summary of the components of income taxes (benefit) follows (in
thousands):

<TABLE>
<CAPTION>
CURRENT DEFERRED TOTAL
----------- --------- ---------
<S> <C> <C> <C>
Year ended December 31, 1995:
Federal...................................................... $ 82 $ -- $ 82
State........................................................ 15 -- 15
----- --------- ---------
$ 97 $ -- $ 97
----- --------- ---------
----- --------- ---------

Year ended December 31, 1996:
Federal...................................................... $ 523 $ (2,764) $ (2,241)
State........................................................ 2 (915) (913)
----- --------- ---------
$ 525 $ (3,679) $ (3,154)
----- --------- ---------
----- --------- ---------
</TABLE>

Income taxes (benefit) differs from the amount computed by applying the U.S.
federal statutory rate of 34% to income (loss) before income taxes as follows
(in thousands):

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1994 1995 1996
--------- --------- ---------
<S> <C> <C> <C>
Income taxes (benefit) at statutory rate........................ $ (2,640) $ 829 $ 1,388
Current losses and temporary differences for which no benefit
was recognized................................................. 2,640 -- 476
Alternative minimum tax......................................... -- 82 --
State taxes net of federal benefit.............................. -- 15 (167)
Change in valuation allowance................................... -- (847) (4,687)
Other........................................................... -- 18 (164)
--------- --------- ---------
$ -- $ 97 $ (3,154)
--------- --------- ---------
--------- --------- ---------
</TABLE>

F-10
<PAGE>
ADVANCED FIBRE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 7 -- INCOME TAXES (CONTINUED)
The tax effects of temporary differences that give rise to significant
portions of deferred tax assets and liabilities are as follows (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------------
1994 1995 1996
--------- --------- ---------
<S> <C> <C> <C>
Deferred tax assets:
Net operating loss carryforwards............................. $ 4,099 $ 3,316 $ --
DSC settlement costs......................................... -- -- 1,257
Allowances and accruals...................................... 1,789 1,914 1,618
Research tax credit carryforwards............................ 374 -- 588
Other........................................................ 52 6 216
--------- --------- ---------
6,314 5,236 3,679
Deferred tax liability -- investment in joint venture.......... -- (549) --
--------- --------- ---------
6,314 4,687 3,679
Less valuation allowance....................................... (6,314) (4,687) --
--------- --------- ---------
Net deferred tax asset......................................... $ -- $ -- $ 3,679
--------- --------- ---------
--------- --------- ---------
</TABLE>

The net change in the valuation allowance for the year ended December 31,
1996 was a decrease of approximately $4,687,000. Management believes that a
valuation allowance is not required, based upon current and projected
profitability of the Company.

The Company has research credit carryforwards for federal income tax return
purposes of approximately $588,000. The federal research credit carryforwards
expire from 2008 through 2011. The Company also has California manufacturing
credits of approximately $276,000; which expire from 2002 through 2004.

The Tax Reform Act of 1986 and the California Conformity Act of 1987 impose
restrictions on the utilization of net operating loss and tax credit
carryforwards in the event of an "ownership change" as defined by the Internal
Revenue Code. The Company's ability to utilize its net operating loss and tax
credit carryforwards is subject to restriction pursuant to these provisions.

NOTE 8 -- BANK BORROWINGS
The Company has a revolving line of credit with a bank providing for
borrowings up to $12,000,000 at an interest rate of prime plus 0.5%. Borrowings
under the line are secured by the Company's accounts receivable. The line of
credit expired on November 15, 1996, but automatically renews for successive
thirty day periods until terminated by written agreement. The line of credit
agreement also contains covenants that require the Company to maintain certain
financial ratios. As of December 31, 1996, the Company was in compliance with
the covenants contained in the agreement. As of December 31, 1995 and 1996, no
borrowings were outstanding under the line of credit, and $1,642,000 was
reserved for letters of credit and foreign exchange contracts.

In July 1996, the Company borrowed approximately $7,106,000 under a
six-month term loan bearing interest at 5.75%. The proceeds from the loan were
used to pay the remaining obligations under the DSC litigation settlement (See
Note 10). The loan had a $4.0 million compensating balance requirement. The loan
was repaid in October 1996 with a portion of the proceeds from the IPO.

NOTE 9 -- REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY
(DEFICIT)

IPO

In October 1996, the Company issued 5,175,000 shares of its common stock
pursuant to the IPO, which generated approximately $118,074,000 of net proceeds
to the Company.

F-11
<PAGE>
ADVANCED FIBRE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 9 -- REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY
(DEFICIT) (CONTINUED)
In conjunction with the IPO, 17,231,204 shares of outstanding redeemable
convertible preferred stock were converted into a total of 18,717,463 shares of
common stock. Prior to the IPO, the Company had outstanding six series of
redeemable convertible preferred stock.

COMMON STOCK WARRANTS

Warrants to purchase shares of common stock were issued to investors as part
of the preferred stock agreements. The warrants expire beginning in 1998 and
ending in 2000 and are summarized as follows:

<TABLE>
<CAPTION>
EXERCISE
NUMBER PRICE
OF SHARES PER SHARE
----------- -----------
<S> <C> <C>
Warrants outstanding as of December 31, 1994................................. 6,496,204 $ 0.03-1.17
Issued..................................................................... 30,068 7.00
Exercised.................................................................. (1,305,192) 0.03-1.17
-----------
Warrants outstanding as of December 31, 1995................................. 5,221,080 0.03-7.00
Exercised.................................................................. (2,599,763) 0.03-1.17
Retired.................................................................... (47,541) 0.03-1.17
-----------
Warrants outstanding as of December 31, 1996................................. 2,573,776 0.03-7.00
-----------
-----------
</TABLE>

COMMON STOCK OPTIONS

The Company's 1996 Stock Incentive Plan (the "1996 Plan") is intended to
serve as the successor equity incentive program to the Company's 1993 Stock
Option/Stock Issuance Plan (the "Predecessor Plan"). As of December 31, 1996, a
total of 7,008,142 shares of Common Stock were authorized for issuance under the
1996 Plan. This share reserve is comprised of (i) the shares which remained
available for issuance under the Predecessor Plan, including the shares subject
to outstanding options thereunder, plus (ii) an additional increase of 1,000,000
shares. In addition, the share reserve will automatically be increased on the
first trading day of each calendar year, beginning with the 1997 calendar year,
by an amount equal to 3% of the number of shares of Common Stock outstanding on
the last trading day of the immediately preceding calendar year. Options
generally vest 20% on the first anniversary date and ratably over the following
48 months. The options expire 10 years from the date of grant and are normally
canceled three months after termination of employment.

A summary of the Company's stock option plan activity is presented below:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------------------
1995 1996
----------------------- -----------------------
WEIGHTED WEIGHTED
1994 AVERAGE AVERAGE
---------- EXERCISE EXERCISE
OPTIONS SHARES SHARES PRICE SHARES PRICE
- ------------------------------------------------------ ---------- ---------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Outstanding at beginning of year...................... 1,608,000 2,734,280 $ 0.14 3,890,016 $ 0.35
Granted............................................... 1,238,080 1,274,036 0.81 1,083,082 12.33
Exercised............................................. (21,780) (53,652) 0.21 (416,426) 0.17
Canceled.............................................. (90,020) (64,648) 0.24 (243,128) 1.21
---------- ---------- ----------
Outstanding at end of year............................ 2,734,280 3,890,016 0.35 4,313,544 3.32
Options exercisable at year end....................... 1,189,402 1,705,659
Weighted average fair value of options granted
during the year...................................... 0.21 5.89
</TABLE>

F-12
<PAGE>
ADVANCED FIBRE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 9 -- REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY
(DEFICIT) (CONTINUED)
The following table summarizes information about stock options outstanding
as of December 31, 1996:

<TABLE>
<CAPTION>
WEIGHTED
RANGE AVERAGE WEIGHTED
OF NUMBER REMAINING AVERAGE NUMBER
EXERCISE OUTSTANDING CONTRACTUAL EXERCISE EXCERCISABLE
PRICES AT 12/31/96 LIFE PRICE AT 12/31/96
- ----------------- ----------- ----------- --------- -----------
<C> <C> <S> <C> <C>
$0.03 1,256,600 6.3 years $ 0.03 973,478
0.25 - 0.63 1,665,646 8.1 0.38 598,298
1.50 - 4.70 821,096 9.1 1.63 86,591
12.00 - 25.00 475,402 9.6 14.30 47,292
57.63 - 59.63 94,800 9.9 58.54 --
</TABLE>

EMPLOYEE STOCK PURCHASE PLAN

Under the 1996 Employee Stock Purchase Plan (the "Purchase Plan") adopted on
July 12, 1996, the Company is authorized to issue up to 1,500,000 shares of
Common Stock to eligible employees of the Company and participating
subsidiaries. The Purchase Plan will be implemented in a series of successive
offering periods, each with a maximum duration of 24 months. The initial
offering period commenced on October 4, 1996 and ends on the last business day
in July 1998. Under the terms of the Purchase Plan, eligible employees on the
start date of any offering period can enter the Purchase Plan on that start
date, or on any subsequent semi-annual entry date. Individuals who become
eligible after the start date may join the Purchase Plan on any subsequent
semi-annual entry date within that period. Employees may have up to 10 percent
of their base salary withheld through payroll deductions to purchase the
Company's Common Stock. The purchase price of the stock is the lower of 85
percent of (i) the fair market value of the Common Stock on the participant's
entry date into the offering period or (ii) the fair market value on the
semi-annual purchase date. Under the Purchase Plan, the purchase dates are
January 31 and July 31 of each year.

PRO FORMA FAIR VALUE INFORMATION

The Company applies the intrinsic value method prescribed by Accounting
Principles Board Opinion No. 25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES, in
accounting for its stock-based compensation plans. Had compensation cost for the
Company's stock-based compensation plans been determined consistent with the
fair value approach set forth in SFAS No. 123, ACCOUNTING FOR STOCK-BASED
COMPENSATION, the Company's net income and earnings per share would have been
reduced to the pro forma amounts indicated below (in thousands except per share
amounts):

<TABLE>
<CAPTION>
1995 1996
---------- ----------
<S> <C> <C>
Net income:
As reported............................................... $ 2,341 $ 7,237
Pro forma................................................. 2,334 6,638

Fully diluted earnings per share:
As reported............................................... $ 0.08 $ 0.21
Pro forma................................................. 0.08 0.19
</TABLE>

The fair value of option grants prior to the IPO is estimated on the date of
grant using the minimum value method with the following weighted average
assumptions: no dividend yield; risk-free interest rates of 6.22% to 6.25%, and
an expected life of 5 years. The fair value of option grants subsequent to the
IPO is estimated on the date of grant using the Black-Scholes option-pricing
model with the following weighted average assumptions: no dividend yield,
expected volatility of 55%; risk-free interest rate of 6.32%; and an expected
life of 5 years. Compensation cost related to the Purchase Plan is recognized
for the fair value of the employees' purchase rights, which are estimated using
the Black-Scholes model. No compensation expense has been disclosed for 1996 and
1995 as the first purchase date will occur on January 31, 1997.

F-13
<PAGE>
ADVANCED FIBRE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 9 -- REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY
(DEFICIT) (CONTINUED)
STOCK SPLIT AND REINCORPORATION

In August 1996, the Company's Board of Directors approved a two-for-one
stock split. The accompanying financial statements and notes have been restated
to give effect to the stock split.

NOTE 10 -- COMMITMENTS AND CONTINGENCIES

LEASES

The Company leases office space and certain equipment under operating
leases. Future minimum payments under operating leases with an initial term of
more than one year as of December 31, 1996 are summarized as follows (in
thousands):

<TABLE>
<S> <C>
1997............................................................... $ 3,952
1998............................................................... 4,093
1999............................................................... 3,064
2000............................................................... 2,353
2001............................................................... 2,373
Thereafter......................................................... 9,714
---------
Total minimum lease payments....................................... $ 25,549
---------
---------
</TABLE>

Total rent expense for all operating leases was $462,000, $887,000, and
$3,030,000 for the years ended December 31, 1994, 1995 and 1996, respectively.

EMPLOYEE BENEFIT PLAN

The Company has a 401(k) plan under which employees may contribute a portion
of their compensation on a tax deferred basis to the plan. The Company, at its
discretion, may contribute to the plan on a matching basis up to a maximum of
$5,000 per employee per year. The Company is the plan administrator. During 1995
and 1996, the Company contributed $133,000 and $466,000, respectively, to the
plan.

LITIGATION

DSC:

From July 1993 until June 1996 the Company was involved in litigation with
DSC Communications Corporation ("DSC"). DSC alleged, among other things, that
the Company's Universal Modular Carrier 1000-TM- ("UMC") technology contained or
was derived from trade secrets and other proprietary technology of DSC. The
parties entered into a Settlement Agreement and Mutual Releases dated as of June
24, 1996 (the "Settlement Agreement") pursuant to which the litigation was
terminated. Under the terms of the Settlement Agreement, the Company paid DSC
$3,000,000 in June 1996 and $7,106,000 in July 1996, and issued 725,787 shares
of common stock to DSC. The settlement amount was recorded during the first six
months of 1996 as a charge of $15,807,000. Under the terms of the Settlement
Agreement, the Company maintains all rights to the UMC technology free and clear
of any claim by DSC.

ITRI:

In 1995, a dispute arose among the Company, the Industrial Technology
Research Institute ("ITRI"), a Taiwanese government-sponsored research and
development organization in the telecommunications field, and certain of ITRI's
member companies (the "Member Companies") in which the Company claimed that ITRI
and the Member Companies were, among other things, failing to pay royalties when
due. In reliance upon certain provisions of the ITRI Agreements, in April 1996,
the Company ceased delivering to the Member Companies certain proprietary
application specific integrated circuits ("ASICs") used in manufacturing the UMC
system.

F-14
<PAGE>
ADVANCED FIBRE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 10 -- COMMITMENTS AND CONTINGENCIES (CONTINUED)
Pursuant to agreements with ITRI reached in 1994, design documentation for
these ASICs are held in a trust account, with directions that the designs can be
made available to ITRI on the occurrence of specified conditions. On July 9,
1996, the trustee-custodian of the ASIC designs filed suit against the Company
in the United States District Court, Eastern District of New York, alleging that
the Company had wrongfully discontinued the sale of the ASICs to the Member
Companies. Among other things, the complaint seeks unspecified damages on behalf
of the trustee, and a determination that the trustee can release the ASIC
designs to ITRI. On July 31, 1996, the Company filed a counterclaim against the
trustee claiming, among other things, that the trustee improperly disclosed the
design documentation to third parties.

On July 30, 1996, the Company filed suit against ITRI and others in the
United States District Court, Northern District of California, for breach of the
ITRI Agreements, breach of covenants of good faith, trade secret
misappropriation, tortious interference, and related claims. The complaint
alleges that ITRI breached the ITRI Agreements, among other things, by failing
to collect royalties owed to the Company, by developing UMC-based products not
shared with the Company, by transferring UMC technology to an unauthorized
company, and by misappropriating the Company's trade secrets and that the ITRI
Agreements have been terminated. The Company seeks damages, punitive damages,
and declaratory and injunctive relief. On September 13, 1996, ITRI filed a
demand for arbitration of the dispute and claimed, among other things, that the
Company has breached the ITRI Agreements and is liable for unspecified royalties
and punitive damages, and claiming proprietary rights in certain UMC technology.
On September 30, 1996, the Company amended the complaint in its suit against
ITRI to add the Member Companies and another company as parties to the suit.

On August 27, 1996, the Member Companies filed suit against the Company in
United States District Court, Northern District of California, alleging breach
of contract and unfair competition based on the Company's discontinuation of
ASIC sales to the Member Companies. The complaint filed by the Member Companies
alleges that the Company lacked justification to discontinue the sale of ASICs
and that its failure to sell ASICs to the Member Companies constituted unfair
competition. The complaint seeks court-ordered arbitration, unspecified damages,
punitive damages and an injunction requiring further sales of the ASICs to the
Member Companies. On September 6, 1996, the court granted a temporary
restraining order pursuant to which the Company will be required to supply the
Member Companies with a specified number of ASICs during the ensuing two month
period on the terms and conditions set forth in the ITRI Agreements. The court's
order was granted as an interim measure to preserve the status quo pending
adjudication on the merits. The Company believes that compliance with the
court's order will not have a material adverse effect on the Company's business,
financial condition and results of operations. On September 16, 1996, the
Company filed counterclaims seeking declaratory and injunctive relief and
damages against Member Companies for, among other things, breach of contract,
fraud and misappropriation of trade secrets. On September 23, 1996, the Member
Companies filed a demand for arbitration of the dispute and claimed, among other
things, actual damages in excess of $60 million, legal fees and expenses and
punitive damages.

The parties conducted discovery with respect to the royalty and ASIC supply
issues during September and October, 1996. A hearing on ITRI's motion for a
preliminary injunction to require the Company to continue supplying ASICs and
ITRI's motion to compel arbitration was held on November 22, 1996. In an order
dated January 9, 1997, the court stayed the litigation and granted the ITRI
parties' motion to compel arbitration. The court has promised, but not yet
issued, an opinion explaining the nature and scope of its arbitration order, and
has issued no ruling on the motion for a preliminary injunction.

F-15
<PAGE>
ADVANCED FIBRE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 10 -- COMMITMENTS AND CONTINGENCIES (CONTINUED)
Company cannot determine the total expense or possible loss, if any, that may
ultimately be incurred either in the context of a trial, arbitration or as a
result of a negotiated settlement. After consideration of the nature of the
claims and the facts relating to the proceedings, the Company believes that the
resolution of this matter will not have a material adverse effect on the
Company's business, financial condition and results of operations; however, the
results of these proceedings, including any potential settlement, are uncertain
and there can be no assurance to that effect.

NOTE 11 -- COMPANY INFORMATION AND CERTAIN CONCENTRATIONS
During 1994, one customer accounted for 27% of revenues. During 1995, one
customer accounted for approximately 16% of revenues. International sales
constituted 19%, 13% and 21% during 1994, 1995 and 1996, respectively.

The Company currently derives substantially all of its revenue from the UMC,
and expects that this concentration will continue for the foreseeable future. As
a result, any factor adversely affecting the demand for, or pricing of, the UMC
could have a material adverse effect on the Company's business and results of
operations.

The Company's manufacturing operations consist primarily of final assembly
and test of finished goods from components and custom-made subassemblies
purchased from third parties. Although the Company's product designs employ
primarily industry standard hardware, certain components are only available
through limited sources of supply. The Company's proprietary integrated
circuits, codec components, and some surface mount technology components and
other components are available from limited sources. If the Company cannot
obtain essential components as required, the Company may be unable to meet
demand for its products, thereby adversely affecting its operating results. In
addition, scarcity of such components could result in cost increases that
adversely affect the Company's gross margin.

The Company's printed circuit board assemblies and channel bank assemblies
are provided by a limited number of outside turnkey suppliers. In the event
operations of these turnkey suppliers are impaired or they are unable to support
the manufacturing requirements of the Company, the Company's operating results
could be adversely affected.

F-16
<PAGE>
[LOGO]
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS

PROSPECTUS (SUBJECT TO COMPLETION)
ISSUED JANUARY 30, 1997
2,600,000 SHARES

[LOGO]

COMMON STOCK
---------------------

OF THE 2,600,000 SHARES OF COMMON STOCK OFFERED, 520,000 SHARES ARE BEING
OFFERED INITIALLY OUTSIDE OF THE UNITED STATES AND CANADA BY THE INTERNATIONAL
UNDERWRITERS AND 2,080,000 SHARES ARE BEING OFFERED INITIALLY IN THE
UNITED STATES AND CANADA BY THE U.S. UNDERWRITERS. SEE "UNDERWRITERS."
OF THE 520,000 SHARES OF COMMON STOCK BEING OFFERED BY THE
INTERNATIONAL UNDERWRITERS, 40,000 SHARES ARE BEING SOLD BY THE
COMPANY AND 480,000 SHARES ARE BEING SOLD BY THE SELLING
STOCKHOLDERS. SEE "PRINCIPAL AND SELLING STOCKHOLDERS." THE
COMPANY WILL NOT RECEIVE ANY OF THE PROCEEDS FROM THE SALE OF
SHARES BY THE SELLING STOCKHOLDERS. THE COMPANY'S COMMON
STOCK IS LISTED ON THE NASDAQ NATIONAL MARKET UNDER THE
SYMBOL "AFCI." ON JANUARY 29, 1997, THE LAST SALE
PRICE OF THE COMMON STOCK AS REPORTED ON THE NASDAQ
NATIONAL MARKET WAS $46 PER SHARE. SEE "PRICE
RANGE OF COMMON STOCK."
--------------------------

THIS OFFERING INVOLVES A HIGH DEGREE OF RISK. SEE ``RISK FACTORS"
COMMENCING ON PAGE 4 HEREOF.
---------------------

PRICE $ A SHARE
------------------------

<TABLE>
<CAPTION>
UNDERWRITING PROCEEDS TO
PRICE TO DISCOUNTS AND PROCEEDS TO SELLING
PUBLIC COMMISSIONS (1) COMPANY (2) STOCKHOLDERS
------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
PER SHARE..................... $ $ $ $
TOTAL (3)..................... $ $ $ $
</TABLE>

- ------------
(1) THE COMPANY AND THE SELLING STOCKHOLDERS HAVE AGREED TO INDEMNIFY THE
UNDERWRITERS AGAINST CERTAIN LIABILITIES, INCLUDING LIABILITIES UNDER THE
SECURITIES ACT OF 1933, AS AMENDED.

(2) BEFORE DEDUCTING EXPENSES PAYABLE BY THE COMPANY ESTIMATED AT $450,000.

MORGAN STANLEY & CO.
INTERNATIONAL

MERRILL LYNCH INTERNATIONAL

COWEN & COMPANY

HAMBRECHT & QUIST

, 1997
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the costs and expenses payable by the
Registrant in connection with the sale of Common Stock being registered, other
than underwriting discounts and commissions. All amounts are estimates except
the Securities and Exchange Commission registration fee, the NASD filing fee and
the Nasdaq National Market listing fee.

<TABLE>
<CAPTION>
AMOUNT
TO
BE PAID
------------
<S> <C>

Securities and Exchange Commission registration fee............................. $ 47,002
NASD filing fee................................................................. 16,011
Nasdaq National Market listing fee.............................................. 4,000
Printing and engraving expenses................................................. 85,000
Legal fees and expenses......................................................... 125,000
Accounting fees and expenses.................................................... 75,000
Blue sky fees and expenses...................................................... 3,000
Transfer agent and registrar fees............................................... 5,000
Miscellaneous expenses.......................................................... 89,987
------------
Total..................................................................... $ 450,000
------------
------------
</TABLE>

- ---------

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the General Corporation Law of the state of Delaware (the
``Delaware Law") empowers a Delaware corporation to indemnify any persons who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceedings, whether civil, criminal,
administrative or investigative (other than action by or in the right of such
corporation), by reason of the fact that such person was an officer or director
of such corporation, or is or was serving at the request of such corporation as
a director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that such officer or
director acted in good faith and in a manner he reasonably believed to be in or
not opposed to the corporation's best interests, and, for criminal proceedings,
had no reasonable cause to believe his conduct was illegal. A Delaware
corporation may indemnify officers and directors in an action by or in the right
of the corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the corporation in the performance of his duty. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses which
such officer or director actually and reasonably incurred.

In accordance with the Delaware Law, the certificate of incorporation of the
Company contains a provision to limit the personal liability of the directors of
the Registrant for violations of their fiduciary duty. This provision eliminates
each director's liability to the Registrant or its stockholders for monetary
damages except (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 Delaware Law providing for liability of directors for
unlawful payment of dividends or unlawful stock purchases or redemptions, or
(iv) for any transaction from which a director derived an improper personal
benefit. The effect of this provision is to eliminate the personal liability of
directors for monetary damages for actions involving a breach of their fiduciary
duty of care, including any such actions involving gross negligence.

II-1
<PAGE>
Article five of the Bylaws of the Registrant provide for indemnification of
the officers and directors of the Registrant to the fullest extent permitted by
applicable law.

In connection with the incorporation of the Registrant in the State of
Delaware, the Registrant entered into indemnification agreements with each
director and certain officers, a form of which is attached as Exhibit 10.20
hereto and incorporated herein by reference. The Indemnification Agreements
provide indemnification to such directors and officers under certain
circumstances for acts or omissions which may not be covered by directors' and
officers' liability insurance. The Company intends to obtain directors and
officers liability insurance, which will insure against liabilities that
directors or officers of the Company may incur in such capacities. Reference is
also made to Section 7 of the Underwriting Agreement contained in Exhibit 1.1
hereto, indemnifying officers and directors of the Registrant against certain
liabilities.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

Since January 1994, the Registrant has sold and issued the following
securities which were not registered under the Securities Act (all numbers take
into account the stock splits effected in September 1995 and August 1996):

(i) Since January 1994, the Registrant has granted stock options to its
employees under its stock option plans covering an aggregate of 3,595,198 shares
of the Registrant's Common Stock, at exercise prices ranging from $0.25 to
$59.625 per share. The Registrant has issued 206,393 shares upon exercise of
these stock options.

(ii) In March and May 1994, the Registrant issued and sold an aggregate of
3,200,000 shares of Series C Preferred Stock (convertible into 3,508,988 shares
of Common Stock) at $2.50 per share to 31 investors, and warrants to purchase an
aggregate of 600,000 shares of Common Stock at $0.25 per share to three
investors, and warrants to purchase an aggregate of 5,019,520 shares of Common
Stock at $1.165 per share to 31 investors.

(iii) In October 1994, the Registrant issued and sold an aggregate of
2,080,000 shares of Series D Preferred Stock (convertible into 2,280,844 shares
of Common Stock) at $3.125 per share to 13 investors.

(iv) In May 1995, the Registrant issued and sold an aggregate of 563,600
shares of Common Stock at $0.3125 per share to Donald Green, James Hoeck, Henri
Sulzer and John Webley pursuant to a restricted stock issuance program approved
by the Company's Board of Directors.

(v) In September 1995, the Registrant issued and sold an aggregate of
2,193,540 shares of Series E Preferred Stock (convertible into 2,249,014 shares
of Common Stock) at $7.00 per share to 10 investors, and warrants to purchase an
aggregate of 30,068 shares of Common Stock at $7.00 per share to Hambrecht &
Quist, L.P.

(vi) In April 1996, the Registrant issued and sold an aggregate of 220,000
shares of Series F Preferred Stock (convertible into 220,000 shares of Common
Stock) at an effective price of $7.00 per share to Elec and Eltek Communication
Holdings Limited. The Registrant purchased all of the stock of AFTEK-Hong Kong
that had not previously been owned by the Registrant in exchange for 220,000
shares of such shares of Series F Preferred Stock and approximately $939,000 in
cash.

(vii) Between January 1994 and January 1997, the Registrant has issued and
sold 3,970,427 shares of Common Stock upon exercise of warrants to 39
individuals.

II-2
<PAGE>
The sales and issuances of securities in the transactions described above
were deemed to be exempt from registration under the Securities Act in reliance
upon Section 4(2) of the Securities Act, or Regulation D promulgated thereunder,
or Rule 701 promulgated under Section 3(b) of the Securities Act, as
transactions by an issuer not involving any public offering or transactions
pursuant to compensatory benefit plans and contracts relating to compensations
as provided under Rule 701. The recipients of securities in each such
transaction represented their intentions to acquire the securities for
investments only and not with a view to or for sale in connection with any
distribution thereof and appropriate legends were affixed to the securities
issued in such transactions. All recipients had adequate access, through their
relationships with the Company, to information about the Registrant.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
- --------- --------------------------------------------------------------------------------------------------------
<C> <S>

1.1 Form of Underwriting Agreement.**
3.3 Fourth Amended and Restated Certificate of Incorporation of the Registrant.*
3.5 Amended and Restated Bylaws of the Registrant.*
4.1 Specimen Certificate of Common Stock.*
4.2 Series E Preferred Stock Purchase Agreement, dated September 29, 1995, between the Registrant and
certain purchasers of the Registrant's Series E Preferred Stock.*
4.3 Certificate of Incorporation of the Registrant (included in Exhibit 3.3).*
5.1 Opinion of Brobeck, Phleger & Harrison LLP.**
10.1 Form of Warrant Issued In Connection with the Sale of the Registrant's Series A Preferred Stock on
January 6, 1993.*
10.2 Form of Warrant Issued In Connection with the Sale of the Registrant's Series B Preferred Stock on
October 5, 1993.*
10.3 Form of Warrant Issued in Connection with the Sale of the Registrant's Series C Preferred Stock on March
16, 1994.*
10.4 Form of Performance Warrant Issued in Connection with the Sale of the Registrant's Series C Preferred
Stock on March 16, 1994 and May 4, 1994.*
10.4.1 Form of Amendment to Warrants and Performance Warrants.*
10.5 Warrant Issued in Connection with the Sale of the Registrant's Series E Preferred Stock on September 29,
1995.*
10.6 Restricted Stock Issuance Agreement, dated May 19, 1995, between the Registrant, Donald Green and
Maureen Green.*
10.7 Compensation Agreement, dated May 19, 1995, between the Registrant and Donald Green.*
10.8 Promissory Note Secured by Pledge Agreement, dated May 31, 1995, by Donald Green in favor of the
Registrant.*
10.9 Stock Pledge Agreement, dated June 16, 1995, between the Registrant and Donald Green.*
10.10 Promissory Note issued by Carl Grivner, dated October 5, 1995, in favor of the Registrant.*
10.11 Shareholder and Joint Venture Agreement, dated December 28, 1995, between the Registrant and Harris
Corporation, acting for the purposes of the agreement through its Digital Telephone Systems Division.*+
10.12 Joint Venture & Partnership Agreement, dated April 11, 1994, between the Registrant and Tellabs
Operations, Inc.*+
10.13 License, Joint Development, Supply and Authorized Manufacturing Agreement, dated September 25, 1992,
between the Registrant and Industrial Technology Research Institute of the Republic of China.*+
10.14 Hangzhou Aftek Communication Registrant Ltd. Contract, dated June 18, 1994, between Advanced Fibre
Technology Communication (Hong Kong) Limited and Hangzhou Communication Equipment Factory of the MPT.,
HuaTong Branch.*+
</TABLE>

II-3
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
- --------- --------------------------------------------------------------------------------------------------------
<C> <S>
10.15 1445 & 1455 McDowell Boulevard North Net Lease, dated February 1, 1993, between the Registrant and G &
W/ Redwood Associates Joint Venture, for the premises located at 1445 McDowell Boulevard North.*
10.16 Redwood Business Park Net Lease, dated July 9, 1995, between the Registrant and G & W/ Redwood
Associates Joint Venture, for the premises located at 1455 McDowell Boulevard North.*
10.17 Redwood Business Park Net Lease, dated July 10, 1995, between the Registrant and G & W/ Redwood
Associates Joint Venture, for the premises located at 1440 McDowell Boulevard North.*
10.18 Redwood Business Park Net Lease, dated June 3, 1996, between the Registrant and G & W/ Redwood
Associates Joint Venture, for the premises located at Buildings 1 & 9 of Willowbrook Court.*
10.19 Second Amended and Restated Loan and Security Agreement, dated December 7, 1995, between the Registrant
and Bank of the West.*
10.20 Form of Indemnification Agreement for Executive Officers and Directors of the Registrant.*
10.21 The Registrant's 1993 Stock Option/Stock Issuance Plan as amended (the ``1993 Plan").*
10.22 Form of Stock Option Agreement pertaining to the 1993 Plan.*
10.23 Form of Notice of Grant of Stock Option pertaining to the 1993 Plan.*
10.24 Form of Stock Purchase Agreement pertaining to the 1993 Plan.*
10.25 The Registrant's 1996 Stock Incentive Plan (the ``1996 Plan").*
10.26 Form of Stock Option Agreement pertaining to the 1996 Plan.*
10.26.1 Form of Automatic Stock Option Agreement pertaining to the 1996 Plan.*
10.27 Form of Notice of Grant of Stock Option pertaining to the 1996 Plan.*
10.27.1 Form of Notice of Grant of Non-Employee Director Automatic Stock Option pertaining to the 1996 Plan.*
10.28 Form of Stock Issuance Agreement pertaining to the 1996 Plan.*
10.29 The Registrant's Employee Stock Purchase Plan.*
10.30 Termination Agreement of Joint Venture and Partnership Agreement, dated December 23, 1996, between the
Registrant and Tellabs Operations, Inc.**
10.31 License and Marketing Agreement, dated December 23, 1996, between the Registrant and Tellabs Operations,
Inc.**++
10.32 OEM Agreement, dated December 23, 1996, between the Registrant and Tellabs Operations, Inc.**
11.1 Statement regarding computation of per share earnings.**
21.1 Subsidiaries of the Registrant.*
23.1 Consent of KPMG Peat Marwick LLP, Independent Auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit 5.1).**
24.1 Power of Attorney (see page II-6).**
27.1 Financial Data Schedule.**
</TABLE>

- ---------
* Incorporated by reference from the Registrant's Registration Statement on
Form S-1 (no. 333-8921) filed with the Securities and Exchange Commission on
July 26, 1996, as amended, and declared effective September 30, 1996.

** Previously filed.

+ Portions of this Exhibit have been granted Confidential Treatment.

++ Portions of this Exhibit have been deleted pursuant to a Confidential
Treatment Request filed with the Commission.

II-4
<PAGE>
ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes to provide to the Underwriters
at the closing specified in the Underwriting Agreement, certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the Delaware General Corporation Law, the certificate of
incorporation or the bylaws of Registrant, Indemnification Agreements entered
into between the Registrant and its directors and certain of its officers,
Underwriting Agreement, 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 Securities 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 hereunder, the Registrant will, unless 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 Securities Act and will be governed by
the final adjudication of such issue.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of Prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
Prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of Prospectus 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.

II-5
<PAGE>
SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT NO. 1 TO REGISTRATION STATEMENT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF
PETALUMA, STATE OF CALIFORNIA, ON THIS 30TH DAY OF JANUARY, 1997.

ADVANCED FIBRE COMMUNICATIONS, INC.

By /S/ DAN E. STEIMLE

---------------------------------------

Dan E. Steimle
VICE PRESIDENT, CHIEF FINANCIAL
OFFICER,
TREASURER AND SECRETARY

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 1 TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED:

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------- ------------------------------------------------------ ----------------------

<C> <S> <C>
/s/ DONALD GREEN*
------------------------------- Chairman of the Board and Chief Executive Officer January 30, 1997
Donald Green (principal executive officer)

/s/ CARL J. GRIVNER*
------------------------------- President, Chief Operating Officer and Director January 30, 1997
Carl J. Grivner

/s/ DAN E. STEIMLE Vice President, Chief Financial Officer, Treasurer and
------------------------------- Secretary (principal financial and accounting January 30, 1997
Dan E. Steimle officer)

/s/ B.J. CASSIN*
------------------------------- Director January 30, 1997
B.J. Cassin

/s/ CLIFFORD H. HIGGERSON*
------------------------------- Director January 30, 1997
Clifford H. Higgerson

/s/ BRIAN JACKMAN*
------------------------------- Director January 30, 1997
Brian Jackman

/s/ DAN RASDAL*
------------------------------- Director January 30, 1997
Dan Rasdal

*By: /s/ DAN E. STEIMLE
--------------------------
Dan E. Steimle
ATTORNEY-IN-FACT
</TABLE>

II-6
<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
- --------- --------------------------------------------------------------------------------------------------------
<C> <S>

<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
- --------- --------------------------------------------------------------------------------------------------------
<C> <S>
10.18 Redwood Business Park Net Lease, dated June 3, 1996, between the Registrant and G & W/ Redwood
Associates Joint Venture, for the premises located at Buildings 1 & 9 of Willowbrook Court.*
10.19 Second Amended and Restated Loan and Security Agreement, dated December 7, 1995, between the Registrant
and Bank of the West.*
10.20 Form of Indemnification Agreement for Executive Officers and Directors of the Registrant.*
10.21 The Registrant's 1993 Stock Option/Stock Issuance Plan as amended (the ``1993 Plan").*
10.22 Form of Stock Option Agreement pertaining to the 1993 Plan.*
10.23 Form of Notice of Grant of Stock Option pertaining to the 1993 Plan.*
10.24 Form of Stock Purchase Agreement pertaining to the 1993 Plan.*
10.25 The Registrant's 1996 Stock Incentive Plan (the ``1996 Plan").*
10.26 Form of Stock Option Agreement pertaining to the 1996 Plan.*
10.26.1 Form of Automatic Stock Option Agreement pertaining to the 1996 Plan.*
10.27 Form of Notice of Grant of Stock Option pertaining to the 1996 Plan.*
10.27.1 Form of Notice of Grant of Non-Employee Director Automatic Stock Option pertaining to the 1996 Plan.*
10.28 Form of Stock Issuance Agreement pertaining to the 1996 Plan.*
10.29 The Registrant's Employee Stock Purchase Plan.*
10.30 Termination Agreement of Joint Venture and Partnership Agreement, dated December 23, 1996, between the
Registrant and Tellabs Operations, Inc.**
10.31 License and Marketing Agreement, dated December 23, 1996, between the Registrant and Tellabs Operations,
Inc.**++
10.32 OEM Agreement, dated December 23, 1996, between the Registrant and Tellabs Operations, Inc.**
11.1 Statement regarding computation of per share earnings.**
21.1 Subsidiaries of the Registrant.*
23.1 Consent of KPMG Peat Marwick LLP, Independent Auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit 5.1).**
24.1 Power of Attorney (see page II-6).**
27.1 Financial Data Schedule.**
</TABLE>

** Previously filed.

+ Portions of this Exhibit have been granted Confidential Treatment.

++ Portions of this Exhibit have been deleted pursuant to a Confidential
Treatment Request filed with the Commission.

<PAGE>
EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
Advanced Fibre Communications, Inc.:

We consent to the use of our report included herein and to the reference to
our firm under the headings "Selected Consolidated Financial Data" and "Experts"
in the Prospectus.

KPMG Peat Marwick LLP

San Francisco, California
January 30, 1997