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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): FEBRUARY 24, 1999
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
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (724) 742-4444
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Item 5. Other Events.
On February 24, 1999, FORE Systems, Inc. ("FORE") acquired all
the issued and outstanding share capital of Euristix Limited, based in Dublin,
Ireland. A copy of the press release issued by FORE on February 25, 1999
relating to the transaction is filed herewith as Exhibit 99.1 and is
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits. The following exhibit is filed as part of this
Current Report on Form 8-K:
Description Exhibit No.
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Press Release dated February 25, 1999 99.1
2
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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 hereunto duly authorized.
FORE Systems, Inc.
Date: March 22, 1999 By: /s/ BRUCE E. HANEY
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Bruce E. Haney
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Description Exhibit No.
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Press Release dated February 25, 1999 99.1
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Exhibit 99.1
Thursday February 25, 1999
Company Press Release
Source: FORE Systems, Inc.
FORE Systems Acquires Euristix
Provides Advanced Telecommunications Network Management and Signaling Expertise
for the Service Provider Market
PITTSBURGH, Feb 25 /PRNewswire/ -- FORE Systems, Inc. (Nasdaq: FORE), a leading
network equipment supplier for service providers building out the new public
network, announced today that it has acquired Dublin, Ireland-based Euristix
Limited. Founded in 1990, Euristix is an industry-leading developer of advanced
telecommunications software technology and solutions.
What Euristix Brings To FORE Systems
Euristix has leading telecommunications software products as demonstrated by its
award-winning and widely deployed RACEMAN(TM) EMSX TMN-based element management
system. This state-of-the-art and highly customizable platform delivers complete
element management and service provisioning capabilities to meet the specific
and stringent needs of Internet and traditional telecommunications service
providers.
Euristix brings a wealth of telecommunications software experience and expertise
that was achieved through its long-standing project development capability that
has produced sophisticated telecommunications software for many major
multinational customers. Euristix' experienced engineering staff of over 100
engineers has developed an array of strategic products ranging from
network/element management to telecommunication systems applications in the
areas of intelligent networking, wireless roaming, signaling interworking (SS7,
QSIG), and Voice over IP (H.323).
"The acquisition of Euristix is a powerful statement about FORE Systems'
commitment to our existing and future service provider customers," said Thomas
J. Gill, president and CEO of FORE Systems. "We believe we deliver the fastest,
most reliable service provider switching platforms in the industry. With the
addition of Euristix, we are now positioned to deliver the best software for the
provisioning of advanced data, voice and video services in the new public
network."
Acquisition Strengthens Current Core Service Provider Offering, Expands Market
Opportunities
By combining the overall capabilities of Euristix and FORE's scalable Internet
backbone switches, FORE will be able to offer a powerful total solution for
high-performance switching, capacity/service level provisioning and element
management. Service providers are now being asked by their customers to provide
guaranteed service levels. The RACEMAN EMSX network
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element management system is critical to reducing the operational costs
associated with delivering such a service.
FORE is expanding its product offering from the network core and the Euristix
acquisition provides the unique expertise necessary to deliver innovative
software solutions in such areas as Voice over IP (VoIP), signaling interworking
and virtual private networking (VPN).
"Euristix significantly strengthens FORE Systems' Internet core backbone product
offering and it provides the expertise necessary for accelerated expansion in
the rapidly growing service provider and alternative carrier market," said Dr.
Jim Mountjoy, CEO of Euristix. "This is a market where FORE's switching
solutions are already deployed at the core of some of today's largest and most
successful Internet Service Provider and carrier networks. "
Product Plans and Availability
The first new product from this acquisition will be a comprehensive network
management solution for service provider customers, combining the best of FORE's
ForeView(R) network management software and Euristix' RACEMAN EMSX element
management system. This first product is expected to ship in 3Q, CY99.
Financial Terms of the Acquisition
Under the terms of the agreement, FORE issued five million shares and stock
options in exchange for the outstanding shares and stock options of Euristix.
Based on FORE's closing price on February 24, 1999, the transaction has a value
of approximately $81 million. The acquisition will be accounted for as a
pooling-of-interests for financial reporting purposes and, accordingly, FORE's
consolidated financial statements will be restated to include the accounts and
results of operations of the combined companies. As a result of the transaction,
Euristix will be required to record a nonrecurring pre-tax compensation charge
ranging from $30 million to $35 million related to certain Euristix variable
compensation plans. This charge will be reflected in FORE's consolidated
financials for the period ending March 31, 1999.
Euristix has become a wholly-owned subsidiary of FORE Systems and will add
approximately 150 employees to FORE Systems' worldwide organization. Prior to
this acquisition, FORE Systems employed approximately 1,900 people at locations
including its Pittsburgh, Pennsylvania worldwide headquarters, Dublin, Ireland
manufacturing facilities and sales and support offices throughout the world.
About Euristix
Euristix employs 150 people in Dublin, Ireland and San Jose, California. A
privately-owned company, Euristix maintains a portfolio of more than 70
telecommunication operator and equipment vendor client accounts in North
America, Asia and Europe. To support customers' products and services
requirements, the company is organized into two dedicated strategic business
units: RACEMAN and ATSS (Advanced Telecommunications Software Services).
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Euristix' network element management systems offering is sold using the brand
name RACEMAN, a reflection of the rapid deployment characteristics of Euristix'
platform technology. Euristix' flagship platform, RACEMAN EMSX, is widely
deployed as the underlying basis for managing switching (IP & ATM), access
(xDSL, HFC & WLL) and transport (SONET/SDH) telecommunications networks.
Additionally, customers benefit from RACEMAN EMSX' ability to manage a diverse
array of equipment from different vendors.
ATSS is Euristix' development center for telecommunications equipment core
systems and signaling software. ATSS has an established track record of
partnering with telecommunications equipment vendors worldwide and is
increasingly scaling its activities to undertake complete telecommunication
systems development as a turnkey solution under contract for equipment vendors.
ATSS has skills and expertise in the areas of intelligent networking, wireless
roaming (GSM & IS41 SMSc, HLR, GPRS), signaling interworking over ATM (SS7,QSIG,
DPNSS) and Voice over IP (H.323).
About FORE Systems
FORE Systems is a leading global network equipment supplier for enterprise
businesses, Internet Service Providers (ISPs) and emerging alternative carriers.
FORE's Networks of Steel(TM) solution delivers a network infrastructure that is
built to last. With Application Aware(TM) networking, enterprise businesses are
assured that their mission-critical applications run predictably and securely.
For service providers, FORE's Capacity-Aware Routing(TM) and Dynamic Protection
Switching(TM) reduce the operational costs associated with providing guaranteed
service to a rapidly growing list of customers. This is why thousands of
enterprise and service provider customers worldwide have put a Network of
Steel(TM) at the core of their businesses.
For more information on FORE's Networks of Steel, call 888-404-0444 or visit the
FORE Systems web site at http://www.fore.com.
This press release contains forward-looking statements with respect to products,
partners, customers, future growth and other matters. Please refer to the Annual
Report on Form 10-K filed by FORE Systems with the Securities and Exchange
Commission in June, 1998, and the Quarterly Reports on Form 10-Q filed by FORE
Systems in August, 1998, November, 1998 and February, 1999, for a discussion of
risks that could cause actual results to differ materially from such statements.
All FORE Systems' editorial information and graphics can be found on NEWSdesk,
the high-tech Internet Network at http://www.newsdesk.com.
FORE Systems and ForeView are registered trademarks of FORE Systems, Inc.
Networks of Steel, Network of Steel, Application Aware, Capacity-Aware Routing
and Dynamic Protection Switching are trademarks of FORE Systems, Inc. RACEMAN is
a trademark of Euristix Limited. All other brands or product names are
trademarks of their respective holders.
SOURCE: FORE Systems, Inc.
