<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): AUGUST 3, 1998
------------------------------------
ASCEND COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-23774 94-3092033
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or Identification No.)
organization)
ONE ASCEND PLAZA
1701 HARBOR BAY PARKWAY 94502
ALAMEDA, CALIFORNIA
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (510) 769-6001
Not applicable.
--------------------------------
(Former name or former address, if changed since last report)
1
<PAGE>
Item 5. Other Events
On August 3, 1998, Ascend Communications, Inc., a Delaware corporation
(the "Company"), Wildcard Merger Corporation, a Delaware corporation and wholly-
owned subsidiary of the Company ("Sub"), and Stratus Computer, Inc., a
Massachusetts corporation ("Stratus"), entered into an Agreement and Plan of
Merger (the "Merger Agreement") providing for the merger of Sub with and into
Stratus (the "Merger"), with Stratus surviving the Merger and becoming a wholly-
owned subsidiary of the Company. Pursuant to the Merger Agreement, by virtue of
the Merger, each outstanding share of common stock of Stratus will be converted
into the right to receive 0.75 of a share of the common stock of the Company
(the "Exchange Ratio"). Further, any outstanding but unexercised options or
rights to purchase common stock of Stratus will be assumed by the Company and
will become options or rights to acquire common stock of the Company, adjusted
to reflect the Exchange Ratio.
The Merger is expected to qualify as a tax-free reorganization and to be
accounted for using the purchase method of acquisition accounting. Consummation
of the Merger is subject to a number of conditions including but not limited to
approval by the stockholder of Stratus and the receipt of all necessary
regulatory approvals.
2
<PAGE>
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: August 14, 1998 By: /s/ Michael F.G. Ashby
------------------------
Michael F.G. Ashby
Executive Vice President, Chief Financial
Officer and Secretary
(Principal Financial and Accounting
Officer)
3
