ASCEND COMMUNICATIONS INC
8-K, 1998-07-02
COMPUTER COMMUNICATIONS EQUIPMENT
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<PAGE>
 
                       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) July 2, 1998


                          ASCEND COMMUNICATIONS, INC.
             (Exact name of registrant as specified in its charter)


           DELAWARE                                   04-3092033
(State or other jurisdiction of           (I.R.S. employer identification no.)
incorporation or organization)
 
         ONE ASCEND PLAZA
      1701 HARBOR BAY PARKWAY                              94502
        ALAMEDA, CALIFORNIA                              (Zip code)
(Address of principal executive offices)

                                   000-23774
                            (Commission File Number)

      Registrant's telephone number, including area code:  (510) 769-6001
                                        
 Total number of sequentially numbered pages in this filing, including exhibits
                                   thereto: 6
                     The Exhibit Index is located on page 3
<PAGE>
 
ITEM 5  OTHER EVENTS

On July 2, 1998, the Company issued a press release, a copy of which is
attached as Exhibit 99.1 to this Current Report on Form 8-K.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.            Exhibit
- -----------            -------

99.1                   Press Release of the Company dated July 2, 1998



                                   SIGNATURES
                                        


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.



                              Ascend Communications, Inc.
                              ---------------------------
                              (Registrant)


                              /s/ Michael F.G. Ashby
Date:    July 2, 1998         ---------------------------------------
                              Michael F.G. Ashby
                              Executive Vice President, Chief Financial Officer
                              and Secretary
                              (Principal Financial and Accounting Officer)

                                      -2-
<PAGE>
 
                                 EXHIBIT INDEX

                                                             
Exhibit No.            Description                           
- -----------            -----------                           
99.1                   Press release of the Company          
                       dated July 2, 1998

                                      -3-

<PAGE>
 
                                                                    EXHIBIT 99.1

PRESS RELEASE
                                                           FOR IMMEDIATE RELEASE


      CONTACT:
      Kate O'Sullivan                            Eric Warren
      Alexander Communications                   Ascend Communications
      (415) 923-1660                             (510) 747-6683
      [email protected]                  [email protected]
      ---------------------------                ----------------------


         FORMER FCC CHAIR REED HUNDT JOINS ASCEND'S BOARD OF DIRECTORS;
       DR. HASSAN AHMED ASSUMES RESPONSIBILITY FOR CORE SYSTEMS DIVISION
                                        
- -------------------------------------------------------------------------------


ALAMEDA, CALIF., (BUSINESS WIRE) -- July 2, 1998 -- Ascend Communications,
Inc. (NASDAQ: ASND) announced today that former Federal Communications
Commission (FCC) Chairman Reed E. Hundt has joined the company's board of
directors. Hundt is well-known for having presided over the implementation of
the historic Telecommunications Act of 1996, which dramatically changed the US
telecommunications landscape. He also helped negotiate the World Trade
Organization Telecommunications agreement opening markets in 69 countries to
competition and dropping barriers to foreign investment.

"We are excited that Reed Hundt has agreed to join Ascend's board of directors,"
said Mory Ejabat, president and chief executive officer of Ascend.  "Reed is a
true visionary in this industry having led the effort to free up telecom
competition that is today yielding benefits for individuals and businesses
across the US, and abroad.  He understands Ascend's vision, and we expect he
will make a significant contribution to the company."
<PAGE>
 
Ascend also announced that Daniel E. Smith, executive vice president and general
manager of the Core Systems Division, has resigned from the company and the
board of directors, effective July 6, 1998.  Dr. Hassan Ahmed will replace 
Smith as executive vice president and general manager of the Core Systems
Division.  Ahmed has been with the company since July 1995, having served
most recently as Ascend's vice president and general manager of Core Switching,
and prior to that, as vice president of engineering and chief technology officer
for Cascade Communications Corp.  Before joining Cascade, Ahmed served as a
technical consultant for a number of leading technology companies.  During this
time, he also was an associate professor in the Electrical Engineering, Computer
Science and Systems Engineering Department at Boston University.

"As president of Cascade Communications and more recently as executive vice
president of Ascend, Dan Smith has made major contributions to this company and
the telecommunications industry as a whole for which we thank him," said Ejabat.
"And while Dan's loss will be felt, we expect Hassan will continue the great
work that he has done thus far and aptly take on this new challenge."

ABOUT ASCEND COMMUNICATIONS
- ---------------------------

Ascend Communications, Inc. develops, manufactures, services, and sells wide
area networking solutions for telecommunications carriers, Internet service
providers, and corporate customers worldwide.
<PAGE>
 
Press and industry analysts, please contact Kate O'Sullivan, Alexander
Communications, 415-923-1660, [email protected]; Investors and
                              ---------------------------               
financial analysts, please contact Kristina Graziano, 510-747-2345,
                                                                   
[email protected]; for all other inquiries please call toll-free:
- ----------------------------                                                
800/ASCEND4.



For more information about Ascend and its products, please visit the Ascend web
site at www.ascend.com, or send e-mail to [email protected]. Ascend is
        --------------                    ---------------           
headquartered at One Ascend Plaza, 1701 Harbor Bay Parkway, Alameda, Calif.
94502; phone is 800/ASCEND4 and fax is 510-814-2300.

The foregoing statements may contain forward looking statements that are based
on current expectations and involve risks and uncertainties.  Actual results
could differ materially from these expectations as a result of factors
including, but not limited to, the Company's success in developing, introducing
or shipping new products, competition, the mix of distribution channels
employed, the Company's dependence on single or limited source suppliers for
certain components used in its products, risks inherent in international sales,
seasonality and general economic conditions.  These and other factors are
discussed in Ascend's 10-K, 10-Q and other filings made periodically with the
Securities and Exchange Commission.


                                      ###


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