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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) JUNE 30, 1998
ADVANCED FIBRE COMMUNICATIONS, INC.
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(Exact name of registrant as specified in charter)
DELAWARE 0-28734 68-0277743
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(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
ONE WILLOW BROOK COURT, PETALUMA, CALIFORNIA 94954
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (707) 794-7700
NONE
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
On June 30, 1998, the registrant announced in a press release that
second quarter financial results would not meet published analyst expectations
and that its Chief Executive Officer has resigned. A copy of the press release
issued in connection with this announcement is incorporated herein by reference
and is attached hereto as Exhibit 99.1
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
EXHIBIT NO. EXHIBIT
99.1 Press Release dated June 30, 1998.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
ADVANCED FIBRE COMMUNICATIONS, INC.
DATE: July 2, 1998 By: /s/ PETER A. DARBEE
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Name: Peter A. Darbee
Title: Vice President,
Chief Financial Officer,
Treasurer and Secretary
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT NO. EXHIBIT
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<S> <C>
99.1 Press Release dated June 30, 1998.
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EXHIBIT 99.1
Advanced Fibre Communications Indicates
Second Quarter Results Below Expectations and
Announces CEO Resignation
PETALUMA, Calif., June 30 /PRNewswire/ -- Advanced Fibre Communications,
Inc. (Nasdaq: AFCI) today said that second quarter financial results would not
meet published analyst expectations. AFC intends to release final results for
the second quarter in mid-July. The Company also announced that Carl Grivner,
AFC's President and Chief Executive Officer, has resigned from the Company to
become Chief Executive, Western Hemisphere Operations for Cable & Wireless plc.
Don Green, AFC's Chairman and founder, has assumed the role of CEO, a position
he previously held until June of last year.
"Second quarter sales and earnings will be below expectations," said Don
Green, AFC Chairman and acting CEO. Green indicated that, based on preliminary
information, revenues would likely be between $82M and $85M, with earnings per
share between $.07 and $.09. "Despite this recent disappointment," Green
continued, "we expect to experience approximately 60% growth during the first
six months of 1998 when compared with the year earlier period." "During the
second quarter we experienced a setback in sales in China primarily due to a
change in local AFC management that in turn caused us to re-establish local
distributor relationships, and due to a delay in the introduction of a digital
switch interface. Domestically, the loss of a bid for sales at GTE last fall has
resulted in a winding down of sales to that account. In addition, slower than
anticipated penetration of the Regional Bell Operating Companies has caused a
shortfall in U.S. sales growth."
"Although not at the level of published analyst expectations, we expect
to have a good, solid second half of the year," said Green. "We also plan to
increase spending on research and development for new products and features."
In citing the loss of former CEO and President, Carl Grivner, Green
said, "Carl has played an important role in AFC to date. As such, we thank him
for his many contributions and wish him the best in his new position. I will be
running AFC in the near term, until a new CEO is named. We will be considering
both external and internal candidates for the position." AFC has engaged the
executive recruiting firm of Taylor - Winfield to secure Grivner's replacement.
AFC is a leading manufacturer of telecommunications systems for the "local loop"
between telephone service users and public telephone networks worldwide. AFC has
pioneered a single platform that supports any network, any transport, and any
service. AFC's flagship product, the UMC 1000(TM) 3rd generation digital loop
carrier (TM) (3GDLC) provides any service from POTS to xDSL over copper, fiber,
coax and radio transport media.
Certain statements in this press release are "forward-looking
statements" regarding the intent, belief or current expectations of the Company
and its management. Actual results could differ materially from those indicated
by such forward-looking statements as a result of a variety of factors including
those factors set forth in Management's Discussion and Analysis of Financial
Condition and Results of Operations on page 14 of the Company's 1997 Annual
Report, and the Company's 10-K as filed with the Securities and Exchange
Commission.
/CONTACT: Jeff Finn, Director of Investor Relations of Advanced Fibre
Communications, Inc., 707-794-7555/
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