<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 1, 1998
REGISTRATION NOS. 33-82550, 33-94886 AND 333-10879.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------
--------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
----------------------------
ASCEND COMMUNICATIONS, INC.
(Exact name of Registrant as specified in its charter)
---------------------------------------
<TABLE>
<CAPTION>
<S> <C>
DELAWARE 94-3092033
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
</TABLE>
ONE ASCEND PLAZA
1701 HARBOR BAY PARKWAY
ALAMEDA, CALIFORNIA 94502
(Address of principal executive offices) (Zip code)
--------------------------
ASCEND COMMUNICATIONS, INC.
FIRST AMENDED AND RESTATED 1989 STOCK OPTION PLAN/(1)/
(Full title of the Plan)
-----------------------------
MORY EJABAT
President and Chief Executive Officer
ASCEND COMMUNICATIONS, INC.
ONE ASCEND PLAZA
1701 HARBOR BAY PARKWAY
ALAMEDA, CALIFORNIA, 94502
(Name and address of agent for service)
(510) 769-6001
(Telephone number, including area code, of agent for service)
---------------------------------------
This Post-Effective Amendment No. 1 to the Registration Statements shall
hereafter become effective in accordance with the provisions of Section 8(c) of
the Securities Act of 1933.
- ---------------------------------
(1) Any of the 26,106,564 shares of Common Stock which remained unissued as of
the May 21, 1998 effective date of the Registrant's new 1998 Stock Incentive
Plan were transferred to the 1998 Stock Incentive Plan on such effective date
for subsequent issuance under that Plan, and the predecessor First Amended and
Restated 1989 Stock Option Plan thereupon terminated. No further option grants
will be made under the First Amended and Restated 1989 Stock Option Plan.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
--------
Exhibit Number Exhibit
- -------------- -------
4 Instruments Defining Rights of Stockholders. Reference is made
to Registrant's Registration Statement on Form 8-A filed with
the SEC on March 31, 1994 which is incorporated herein by
reference pursuant to Item 3(c).
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Alameda,
State of California, on May 21, 1998.
ASCEND COMMUNICATIONS, INC.
By: /s/ Mory Ejabat
---------------------------------------
Mory Ejabat
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment No. 1 to the Registration Statements has
been signed below by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
/s/ Mory Ejabat
- ------------------------------- President and Chief Executive May 21, 1998
Mory Ejabat Officer (Principal Executive Officer)
/s/ Michael F.G. Ashby
- ------------------------------- Executive Vice President, May 21, 1998
Michael F.G. Ashby Chief Financial Officer
(Principal Financial and Accounting
Officer)
/s/ Daniel E. Smith
- ------------------------------- Director, Executive Vice President May 21, 1998
Daniel E. Smith and General Manager, Core Systems
/s/ Betsy S. Atkins
- ------------------------------- Director May 21, 1998
Betsy S. Atkins
/s/ Robert K. Dahl
- ------------------------------- Director May 21, 1998
Robert K. Dahl
/s/ Roger L. Evans
- ------------------------------- Director May 21, 1998
Roger L. Evans
</TABLE>
II-2
<PAGE>
<TABLE>
<S> <C> <C>
/s/ C. Richard Kramlich Director May 21, 1998
- -------------------------------
C. Richard Kramlich
/s/ James P. Lally Director May 21, 1998
- -------------------------------
James P. Lally
/s/ Martin Schoffstall Director May 21, 1998
- -------------------------------
Martin Schoffstall
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Exhibit
------ -------
4 Instruments Defining Rights of Stockholders. Reference is made to
Registrant's Registration Statement on Form 8-A filed with the SEC
on March 31, 1994, which is incorporated herein by reference
pursuant to Item 3(c).
