FORE SYSTEMS INC /DE/
8-K, 1997-05-19
COMPUTER COMMUNICATIONS EQUIPMENT
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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


                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) of the
                        SECURITIES EXCHANGE ACT OF 1934

        Date of Report (Date of earliest event reported): APRIL 24, 1997

                               FORE SYSTEMS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         DELAWARE                      0-24156                  25-1628117
- -------------------------------------------------------------------------------
(State or other jurisdiction        (Commission               (IRS Employer
     of incorporation)               File Number)           Identification No.)

              1000 FORE DRIVE, WARRENDALE, PA                15086-7502
         ----------------------------------------           ------------
         (Address of principal executive offices)            (Zip code)

Registrant's telephone number, including area code:       412-742-4444
                                                   -------------------------

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Item 5.  Other Events.

                  On April 24, 1997, FORE Systems, Inc. (the "Registrant")
issued a press release announcing final financial results for its fourth fiscal
quarter ended March 31, 1997, a copy of which is attached hereto as Exhibit 99
and is incorporated herein in its entirety.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

                  (a)  Not applicable.

                  (b)  Not applicable.

                  (c)  Exhibits.  The following exhibits are filed as part of 
this Current Report on Form 8-K:

           <TABLE>
           <CAPTION>

                                                                        Exhibit
                          Description                                      No.
           ----------------------------------------------------        ---------
           <S>                                                           <C>
           Press release dated April 24, 1997                              99
           </TABLE>


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                                   SIGNATURE

                  Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.

                                              FORE Systems, Inc.

Date:  May 19, 1997                       By: /s/ ERIC C. COOPER
                                              -----------------------------
                                                  Eric C. Cooper
                                                  Chairman and Chief Executive
                                                  Officer


                                     - 3 -

<PAGE>   4

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit Number                    Description
- --------------         ------------------------------------
<S>                   <C>
     99                Press release dated April 24, 1997
</TABLE>



                                     - 4 -



<PAGE>   1

                                                                   Exhibit  99

FORE Systems, Inc. Announces Fourth Quarter Financial Results

Pittsburgh, Pennsylvania - April 24, 1997 - FORE Systems, Inc. (NASDAQ:FORE)
today announced final financial results for its fourth fiscal quarter and year
ended March 31, 1997.

Revenue for the fourth quarter of fiscal 1997 totaled $101.3 million, or an
increase of 35% from the $75.3 million reported in the previous year's fiscal
fourth quarter. Net income and earnings per share, prior to inclusion of a
one-time, non-recurring litigation settlement by FORE's ALANTEC Corporation
subsidiary of approximately $8.3 million, were $9.2 million and $.09 per share,
respectively. Earnings per share, after inclusion of the one-time,
non-recurring litigation settlement by FORE's ALANTEC subsidiary of
approximately $8.3 million, were $.04 per share, as compared to a net loss of
$9.6 million and $.11 per share loss reported in the fourth quarter of fiscal
1996. Financial results for the fourth quarter of fiscal 1996 included a $27
million pre-tax charge for merger-related expenses associated with the
acquisition of ALANTEC.

Revenue for the year ended March 31, 1997 totaled $395.3 million, an increase
of 68% from the $235.2 million reported for the 1996 fiscal year. Full-year net
income and earnings per share, including merger-related expenses of $1,747,000
from acquisitions completed during the year and including the one-time,
non-recurring litigation settlement by FORE's ALANTEC subsidiary of
approximately $8.3 million, were $41.5 million and $.41 per share,
respectively.  The final results for the fiscal fourth quarter and year are
consistent with the preliminary results for those periods announced by FORE on
April 1, 1997.

"Industry developments and Company achievements during the past year have
confirmed our strategy and the value of ATM at the core of today's networks,"
said Dr. Eric C. Cooper, FORE's Chairman and CEO. "Although our revenue growth
has slowed, we believe we are well positioned to benefit from the strong demand
for high end networking solutions. With our continuing leadership in ATM, our
acquisitions of complementary technologies and our investment in R&D,
manufacturing and worldwide service and support, we can offer customers in
Enterprise and Service Provider markets high-performance, cost-effective
solutions for today's network needs."

Recent FORE highlights have included:

- -   FORE's introduction of a new workgroup solution in April 1997 brought the
    cost of ATM down to $1,000 per seat, setting a new industry standard for
    `plug and play' ATM networking. The ForeRunnerLE(TM) 155 ATM switch reduces
    the per-connection cost of previous solutions by nearly 50 percent.

- -   FORE's acquisition of Cadia Networks, supplying FORE with multi-service
    wide-area adaptation and concentration technology to serve the Service
    Provider marketplace.

- -   FORE's formation of Service Provider and Enterprise Business Units to focus
    resources, identify solutions and serve customers in these markets.

- -   Certification of FORE's ForeRunner(R) ASX-200BX ATM backbone switch by
    AT&T.

- -   Announcements of FORE ATM technology in high-performance networks at:
    Continental Cablevision, Cox Communications, UUNet, The Library of
    Congress, the NFL's Jacksonville Jaguars, the American College of
    Cardiology and The City of Pittsburgh.

- -   FORE's opening of the Company's Asia Pacific Regional Technical Center in
    Hong Kong to provide training, support and parts distribution for the
    Asia/Pacific region.


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FORE Systems is a worldwide leader in the design, development, manufacture and
sale of high-performance networking products based on ATM (asynchronous
transfer mode) technology. FORE offers the most comprehensive ATM product line
available today including ForeRunner ATM switches and adapter cards,
PowerHub(R) LAN switches, CellPath(TM) WAN multiplexers for ATM connectivity,
ForeThought(TM) Internetworking Software and ForeView(R) Network Management
Software. FORE has delivered ATM and LAN switching solutions to over 4,000
customers including Fortune 500 companies, telecommunications service
providers, government agencies, research institutions and universities. FORE
Systems' headquarters are located at 1000 FORE Drive, Warrendale, Pennsylvania
15086. FORE Systems can be reached by telephone at (412) 742-4444, by e-mail at
[email protected] and on the Internet at http://www.fore.com. Investor Relations
can be reached directly at (800) 713-1734.

This press release contains forward-looking statements with respect to growth
rate trends, market demand and certain other matters. These statements are made
under the "safe harbor" provisions of the Private Securities Litigation Reform
Act of 1995 and involve a number of risks and uncertainties which could cause
actual results to differ materially from those in the forward-looking
statements, including risks that future sales and growth rates for the industry
and the Company could be lower than anticipated. For a detailed discussion of
these risks and other risk factors affecting FORE Systems, please refer to the
risk factors set forth in the FORE Systems Annual Report on Form 10-K for the
fiscal year ended March 31, 1996.

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