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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): October 19, 1998
ASCEND COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-23774 94-3092033
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer)
incorporation or organization) Identification No.)
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.
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On October 19, 1998, Ascend Communications, Inc. (the "Company")
completed its merger (the "Merger") with Stratus Computer, Inc. ("Stratus")
upon approval of the Merger by Stratus shareholders and satisfying other closing
conditions.
Under the terms of the Merger, each share of Stratus will be exchanged for
0.75 shares of Ascend in a tax-free stock-for-stock exchange. Based on Ascend's
closing price on July 31, 1998, the combination will have a transaction value of
$33.35 per share, or $822 million in total. The acquisition will be accounted
for as a purchase. In addition, the Company has reserved for issuance and
registered 3,032,215 additional shares of Company Common Stock for issuance upon
the exercise of stock options to purchase Stratus Common Stock assumed by the
Company in the Merger.
Item 7. Exhibits.
(a) Financial statements of business acquired. To be filed by amendment.
(b) Pro forma financial information. To be filed by amendment.
(c) Exhibits.
Exhibit No. Description
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2.1* Agreement and Plan of Merger, dated as of August 3, 1998, among
the Company, Wildcard Merger Corporation, a Delaware corporation
and wholly-owned subsidiary of the Company and Stratus.
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* Filed as an exhibit to the Company's Registration Statement on Form S-4 (File
No. 333-62281) filed with the Securities and Exchange Commission on August 26,
1998 and incorporated herein by reference.
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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 22, 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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EXHIBIT INDEX
Exhibit No. Description
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2.1* Agreement and Plan of Merger, dated as of August 3, 1998, among
the Company, Wildcard Merger Corporation, a Delaware corporation
and wholly-owned subsidiary of the Company and Stratus.
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* Filed as an exhibit to the Company's Registration Statement on Form S-4 (File
No. 333-62281) filed with the Securities and Exchange Commission on August 26,
1998 and incorporated herein by reference.
