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

                                 August 30, 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 31, 2000, Cylink Corporation  ("Cylink")  announced that it had
entered into an Agreement and Plan of Reorganization,  dated as of July 27, 2000
(the "Reorganization Agreement") with Celotek Corporation ("Celotek"),  pursuant
to which Celotek was to be merged with and into Cylink (the "Merger").

         On August  30,  2000,  the Merger  was  consummated  by the filing of a
Certificate of Merger with the Secretary of State of the State of Delaware. As a
result of the  Merger,  Celotek  merged  with and into  Cylink.  The  Merger was
intended to be a tax-free  reorganization  under the  Internal  Revenue  Code of
1986,  as  amended,  and  was  intended  to  be  accounted  for  as  a  purchase
transaction.

         Under the terms of the Merger,  an  aggregate  of  1,610,545  shares of
Cylink common stock were exchanged for all outstanding  shares of Celotek stock,
and 300,000  shares of Cylink common stock were set aside for the  conversion of
Celotek options assumed by Cylink in the transaction.

         In  connection  with the  Merger,  241,582 of the  1,610,545  shares of
Cylink's  common stock issuable in exchange for the Celotek stock at the closing
of the Merger were placed in escrow with U.S.  Bank Trust  National  Association
for up to twelve (12)  months from the date of the Merger.






The escrow fund will be available to compensate Cylink for losses resulting from
any inaccuracy in the  representations or warranties of Celotek contained in the
Reorganization Agreement or any failure to comply with any covenant contained in
the Reorganization Agreement.


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:  August 30, 2000

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                               CYLINK CORPORATION

                           Current Report on Form 8-K

                                INDEX TO EXHIBITS

Exhibit No.                      Description
- -----------                      -----------
2.1                              Press Release dated August 31, 2000.





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EX-2.1

Thursday August 31, 2000

Press Release

CYLINK CORPORATION COMPLETES ACQUISITION OF CELOTEK CORPORATION

Purchase to Expand Cylink's ATM Security Product Engineering, Manufacturing, and
Marketing Capabilities

         SANTA  CLARA,  Calif.,  August 31, 2000 - Cylink  Corporation  (NASDAQ:
CYLK) has completed its previously announced acquisition of Celotek Corporation,
a privately held developer of high-performance  Asynchronous Transfer Mode (ATM)
network security  appliances used to secure voice,  video and data transmissions
over high-speed public and private wide area networks.  Celotek has supplied the
ATM encryption appliances that Cylink, under private label, sells to Fortune 500
companies,  government  agencies,  and major financial  organizations around the
world.

         According  to a formula  set at the time of the  definitive  agreement,
Cylink issued 1,610,545  shares of its common stock,  representing a transaction
value of $21.5 million,  less certain  expenses,  for all privately held Celotek
shares. The transaction, being treated as a purchase for accounting purposes, is
expected to be dilutive to third quarter,  2000 results but is expected to begin
positive contributions to operating results in the fourth quarter of 2000.

         The former Celotek Corporation,  headquartered in the Research Triangle
Park area of North  Carolina,  now  becomes  the Cylink ATM  Technology  Center,
dedicated  to  continuing   Cylink's   leadership  in  developing  ATM  security
applications  and products.  With this important  capability,  Cylink expects to
continue  current  and  future  OEM and  strategic  partnerships  involving  ATM
security.  Mel Snyder,  former Vice President  Operations for Celotek, was named
General Manager of the new ATM Technology Center.

         "Acquiring  Celotek,  its people,  technology  and channels is of great
strategic  importance to Cylink's customers and  shareholders,"  said William P.
Crowell, Cylink's president and chief executive officer.

         "As the primary means for mission critical backbone communications, ATM
continues to grow rapidly among our customers,  which include  banks,  financial
institutions, service providers, and other large enterprises.

         "Cylink  is now in an even  better  position  to  provide a variety  of
security  solutions to protect  information  transmitted  over ATM backbones and
significantly  reduce the risk to this crucial  business  information,"  Crowell
said.

About Cylink Corporation

         Cylink  Corporation  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.

         Some of the  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 the expectation that
the acquisition will result in positive  contributions  to operating  results in
the future,  that Cylink will continue the leadership of developing ATM security
applications  and products,  that Cylink will continue to be involved in OEM and
strategic partnerships involving ATM security, that the popularity or importance
of the ATM technology  will continue to grow, and that Cylink's  position in the
ATM business will be improved. Factors that could cause actual results to differ
include but are not limited to market factors,  such as unforeseen variations in
the market for ATM technology, pricing pressures, costs of production, or market
acceptance;  technical factors, such as success in future product development or
the  emergence  of  alternative   technologies;   risks   associated   with  the
acquisition,  such as  Cylink's  ability to retain  and  integrate  the  Celotek
engineering  team,  Cylink's  ability  to manage  the costs of  integrating  the
acquired  company  and  potential  unforeseen  liabilities  associated  with the
acquisition; competitive factors, including the entry of large, well-capitalized
companies.  This list is not intended to be exhaustive;  other risks  associated
with  Cylink's  are  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 December 31, 1999 and its reports on Forms 10-Q.

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