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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): SEPTEMBER 20, 1998
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ASCEND COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-23774 94-3092033
(State or other jurisdiction of (Commission (I.R.S. Employer)
incorporation or organization) File Number) Identification No.)
ONE ASCEND PLAZA
1701 HARBOR BAY PARKWAY
ALAMEDA, CALIFORNIA 94502
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (510) 769-6001
Not applicable.
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(Former name or former address, if changed since last report)
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Item 5. Other Events
Ascend Communications, Inc. ("Ascend") announced it has received
clearance from both US and foreign antitrust regulators for its
proposed merger with Stratus Computer, Inc. ("Stratus"). On August 3,
1998, Ascend announced a definitive merger agreement under which it
will acquire all of the outstanding shares of Stratus in a tax-free
stock-for-stock exchange. Ascend has received clearance for the
acquisition from antitrust regulators in Ireland, Sweden and Germany.
This follows the expiration on September 20, 1998 of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR
Act), applicable to the acquisition, during which neither the Federal
Trade Commission (FTC) nor the Antitrust Division of the US Department
of Justice (DOJ) had requested additional information in connection
with the proposed merger.
The expiration of the HSR Act waiting period and the necessary foreign
approvals were a precondition under the previously announced merger
agreement between Ascend and Stratus. This agreement is being submitted
to the shareholders of Stratus for their approval at a special meeting
scheduled to be held on October 19, 1998. The companies expect to
complete the transaction on October 19, 1998, subject to shareholder
approval and the satisfaction of other customary conditions.
Item 7. Exhibits.
(a) Financial statements of business acquired.
Not Applicable.
(b) Pro forma financial information.
Not Applicable.
(c) Exhibits.
None.
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SIGNATURES
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.
ASCEND COMMUNICATIONS, INC.
Date: October 14, 1998 By: /s/ MICHAEL F.G. ASHBY
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Michael F.G. Ashby
Executive Vice President, Chief Financial
Officer and Secretary
(Principal Financial and Accounting
Officer)
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