8-K

                       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

                                  July 31, 2000
                                 Date of Report
                        (Date of earliest event reported)

                               CYLINK CORPORATION


  California                      0-27742                         95-3891600
(State or other           (Commission File Number)            (I.R.S. Employer
jurisdiction of                                              Identification No.)
 incorporation)

                                 3131 Jay Street
                          Santa Clara, California 95054
                    (Address of principal executive offices)

                                 (408) 855-6000
              (Registrant's telephone number, including area code)


         Item 2.           ACQUISITION OR DISPOSITION OF ASSETS

         On July 27, 2000, Cylink  Corporation  ("Registrant"),  entered into an
Agreement  and Plan of  Reorganization  (the  "Merger  Agreement")  with Celotek
Corporation   ("Target"),   setting  forth  terms  and  conditions  under  which
Registrant  is to  acquire  Target  for the value of  $21,500,000  less  certain
transaction expenses (such amount, the "Merger  Consideration") through a merger
of  Target  with and  into  Registrant.  Pursuant  to the  terms  of the  Merger
Agreement,  all of the issued and outstanding  shares of capital stock of Target
and all  outstanding  options,  warrants  or other  rights to acquire or receive
shares of Target  Capital  Stock  shall be  converted  into the right to receive
shares of voting common stock of Registrant  having an aggregate  value equal to
the Merger  Consideration,  based on the  Market  Price of  Registrant's  common
stock.  The  Market  Price is defined in the  Merger  Agreement  as the  average
closing  price per share of  Registrant's  common  stock over the twenty  market
trading days preceding the closing of the merger, provided that the Market Price
will not in any event be less than $11.50 nor greater than $15.00.

        EXHIBITS

        2.1   Press Release dated July 31, 2000.





SIGNATURE

        Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                      CYLINK CORPORATION


                                      --------------------------------
                                      Roger A. Barnes
                                      Vice President and Chief Financial Officer

                                       Date: July 31, 2000



                                       2



                               CYLINK CORPORATION

                           Current Report on Form 8-K

                                INDEX TO EXHIBITS



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

2.1                   Press Release dated July 31, 2000.



                                       3

EX-2.1

Monday July 31, 2000

Company Press Release

Cylink  Corporation to Acquire  Celotek  Corporation to Expand Its Leadership in
ATM Network Security

SANTA CLARA, Calif.--(BUSINESS WIRE)--July 31, 2000--Cylink Corp. (Nasdaq:CYLK -
news)  today  announced a  definitive  agreement  to acquire  Celotek  Corp.,  a
privately held developer of  high-performance  Asynchronous  Transfer Mode (ATM)
network security  appliances used to secure voice,  video and data  transmission
over high-speed public and private wide area networks.

The definitive agreement calls for Cylink to issue $21.5 million in common stock
and the acquisition will be treated for accounting  purposes as a purchase.  The
transaction  will be dilutive to net earnings in the third quarter of this year,
but the  Company  expects  it will  contribute  to  achievement  of its  goal of
reaching  fourth  quarter  profitability.   Completion  of  the  acquisition  is
conditioned,  among other matters, upon approval by Celotek's shareholders,  and
is expected to close by the end of the current quarter.

Celotek,  headquartered  in the Research  Triangle Park area of North  Carolina,
supplies the ATM encryption  appliances that Cylink,  under private label, sells
to Fortune 500 companies, government agencies, and major financial organizations
around the world.

"This  acquisition  is  compelling  any  way you  look  at it - from  strategic,
financial,  technical  and  marketing  perspectives,"  said William P.  Crowell,
Cylink's president and chief executive officer. "It will enable us to manage all
elements of a large and growing  part of our core  business,  reduce our cost of
goods and improve our margins,  while providing  additional product  development
and  engineering  capabilities.  At  the  same  time,  this  will  increase  our
flexibility in driving market  acceptance of ATM security as a means of securing
backbone telecommunications.

"It also will enable us to add an highly talented group,  including a team of 20
ATM engineers who have worked together in successfully developing and delivering
state-of-the-art  products demanded by the marketplace.  And,  finally,  Celotek
will bring new channel partners to Cylink, some of whom may expand their product
portfolios   to  include  our  full   product  and  solution  set  for  securing
e-business," Crowell said.

About Celotek

Celotek is a global leader in high performance security solutions.  CellCase(TM)
cryptographic  systems set the standard  for  Asynchronous  Transfer  Mode (ATM)
network security,  providing transparent Triple DES encryption at speeds ranging
from 1.5 Mbps to 622 Mbps. Mode  information  about the company and its products
can be  found at  www.celotek.com.  Celotek  is  headquartered  in the  Research
Triangle Park area of North Carolina.



About Cylink Corp.

Cylink Corp.  develops,  markets and supports a  comprehensive  family of secure
e-business  solutions.  Founded in 1983,  the Company  was the first  created to
market  security   solutions  that  protect   communications   with  public  key
cryptography.  Cylink  and its  wholly  owned  subsidiaries  serve  Fortune  500
companies,   multinational  financial  institutions,   and  government  agencies
worldwide.   For   more   information,   visit   the   Company's   web  site  at
http://www.cylink.com.

Except for the historical  information  contained  herein,  matters discussed in
this   release  are   forward-looking   statements   that   involve   risks  and
uncertainties, and actual results could be materially different. Forward-looking
statements  include this  successful  completion  and expected  time required to
close the acquisition,  the improvement in Cylink's  margins,  cost of goods and
other financial benefits of the acquisition, improvements in Cylink's management
of its ATM  business,  success in future  product  developments,  its ability to
retain and integrate  the Celotek  engineering  team into Cylink,  future market
acceptance  of  Celotek's  ATM  encryption  products,   and  opportunities  with
Celotek's existing resellers.  Factors that could cause actual results to differ
include:  business  conditions in the computer  security  industry;  competitive
factors,  including  but not  limited  to the entry of  large,  well-capitalized
companies;  price-cutting  pressures;  and  the  possible  introduction  of  new
technologies  and other risk factors  listed from time to time in the  company's
SEC reports, including but not limited to the report on Form 10-K and the Annual
Report to shareholders  for the year ended Dec. 31, 1999 and its reports on From
10-Q.


                                      -2-