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<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): SEPTEMBER 11, 1998
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: (724) 742-4444
<PAGE> 2
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) The following financial statements of Berkeley Networks, Inc. are filed as a
part of this Current Report on Form 8-K as amended by Form 8-K/A:
<TABLE>
<CAPTION>
Page No.
<S> <C>
Report of Independent Accountants (previously filed)
Balance Sheets at March 31, 1998 and 1997 (previously filed)
Statements of Operations for the year ended March 31, 1998 and the
periods from inception (June 24, 1996) through March 31, 1997 and March
31, 1998 (previously filed)
Statements of Shareholders' Deficit for the Period from inception
(June 24, 1996) through March 31, 1998 (previously filed)
Statements of Cash Flows for the year ended March 31, 1998 and the
periods from inception (June 24, 1996) through March 31, 1997 and March
31, 1998 (previously filed)
Notes to Financial Statements (previously filed)
Balance Sheets at June 30, 1998 (unaudited) and 3
March 31, 1998
Statements of Operations for the three months 4
ended June 30, 1998 and 1997 (unaudited)
Statements of Cash Flows for the three months 5
ended June 30, 1998 and 1997 (unaudited)
</TABLE>
(b) The following unaudited pro forma combined financial statements
are filed as a part of this Current Report on Form 8-K:
<TABLE>
<CAPTION>
Page No.
<S> <C>
Unaudited Pro Forma Combined Financial Statements
(previously filed)
Unaudited Pro Forma Combined Balance Sheet at June 30, 1998
(previously filed)
Unaudited Pro Forma Combined Statement of Operations
for the year ended March 31, 1998 (previously filed)
Unaudited Pro Forma Combined Statement of Operations
for the three months ended June 30, 1998 (previously filed)
Notes to Unaudited Pro Forma Combined Financial Statements
(previously filed)
</TABLE>
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<PAGE> 3
BERKELEY NETWORKS, INC.
BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
(UNAUDITED)
JUNE 30, MARCH 31,
1998 1998
------- ---------
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 2,346 $ 5,573
Short-term investments 629 -
Accounts receivable, net of allowance for doubtful
accounts 49 -
Prepaid expenses and other current assets 34 42
------- -------
Total current assets 3,058 5,615
Fixed assets, net 2,032 1,810
Other non-current assets 45 126
------- -------
Total assets $ 5,135 $ 7,551
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 317 $ 584
Accrued payroll and related costs 170 -
Other current liabilities 396 289
Current portion of long-term debt 312 135
------- -------
Total current liabilities 1,195 1,008
------- -------
Long-term debt 920 482
Commitments and contingencies
Stockholders' equity:
Preferred stock, par value $0.10 per share, 10,000,000 shares authorized,
designated as follows:
Series A mandatorily redeemable convertible preferred stock,
5,770,000 at June 30, 1998 and 5,770,000 at March 31, 1998
shares designated, issued and outstanding 5,737 5,770
Series B mandatorily redeemable convertible preferred stock,
1,765,000 at June 30, 1998 and 1,765,000 at March 31, 1998
shares designated, issued and outstanding 8,830 8,825
Common stock, par value $.01 per share; 20,000,000 shares
authorized; shares issued and outstanding:
8,150,000 at June 30, 1998 and 7,990,000 at March 31, 1998 261 210
Accumulated deficit (11,788) (8,724)
Notes receivable from shareholders (20) (20)
------- -------
Total stockholders' equity 3,020 6,061
------- -------
Total liabilities and stockholders' equity $ 5,135 $ 7,551
======= =======
</TABLE>
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<PAGE> 4
BERKLEY NETWORKS, INC.
STATEMENTS OF OPERATIONS
UNAUDITED
(IN THOUSANDS, EXCEPT SHARE AND PER-SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JUNE 30,
-----------------------------
1998 1997
----------- ---------
<S> <C> <C>
Revenue $ 118 $ -
Cost of sales 123 -
----------- ---------
Gross profit (5) -
----------- ---------
Operating expenses:
Research and development 1,488 757
Sales and marketing 389 60
General and administrative 1,201 314
----------- ---------
Total operating expenses 3,078 1,131
----------- ---------
Loss from operations (3,083) (1,131)
Interest income, net 19 29
Other income (expense) - -
----------- ---------
Loss before provision for income taxes (3,064) (1,102)
Provision for income taxes - -
----------- ---------
Net loss $ (3,064) $ (1,102)
=========== =========
Net loss per share - basic $ (1.51) $ (1.25)
=========== =========
Net loss per share - diluted $ (1.51) $ (1.25)
=========== =========
Shares used in per-share calculation - basic 2,035,000 879,000
=========== =========
Shares used in per-share calculation - diluted 2,035,000 879,000
=========== =========
</TABLE>
-4-
<PAGE> 5
BERKELEY NETWORKS, INC.
STATEMENTS OF CASH FLOWS
UNAUDITED
(IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JUNE 30,
-----------------------
1998 1997
------- -------
<S> <C> <C>
Cash flows from operating activities:
Net loss $(3,064) $(1,102)
Adjustments to reconcile net loss
to net cash provided by (used in) operating activities:
Depreciation and amortization 224 76
Other non-current assets 81 10
Change in operating assets and liabilities:
Accounts receivable (49) -
Prepaid expenses and other current assets 8 1
Accounts payable (267) 24
Accrued liabilities 277 17
------- -------
Net cash provided used in operating activities (2,790) (974)
------- -------
Cash flows from investing activities:
Purchases/sale of short-term investments (629) 241
Purchases of fixed assets (446) (250)
------- -------
Net cash used in investing activities (1,075) (9)
------- -------
Cash flows from financing activities:
Principal issuance/payments on notes payable and
capital lease obligations 615 619
Proceeds from issuance of Common stock 23 -
------- -------
Net cash provided by financing activities 638 619
------- -------
Decrease in cash and cash equivalents (3,227) (364)
Cash and cash equivalents at beginning of period 5,573 1,732
------- -------
Cash and cash equivalents at end of period $ 2,346 $ 1,368
======= =======
</TABLE>
-5-
<PAGE> 6
(c) Exhibits.
Exhibit No. Description
----------- -----------
2.1 Agreement and Plan of Reorganization, dated as of
August 25, 1998, by and among FORE Systems, Inc.,
Fastwire Acquisition Corporation and Berkeley
Networks, Inc. (previously filed)
23.1 Consent of Independent Accountants (previously
filed)
99.1 Press Release dated August 25, 1998 (previously
filed)
-6-
<PAGE> 7
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to report to be signed on its
behalf by the undersigned hereunto duly authorized.
FORE Systems, Inc.
Date: September 23, 1998 By: /s/ THOMAS J. GILL
------------------
Thomas J. Gill
President and Chief
Executive Officer
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