-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VtMwUKstZPWEAFV1QoHD7OGNcyPBmv9JzWTwc0wHRX3xhQYtAd4E06JP0SKV0xcR feG1NLRJrbjjIVd2kRrp+w== 0001047469-99-015939.txt : 19990426 0001047469-99-015939.hdr.sgml : 19990426 ACCESSION NUMBER: 0001047469-99-015939 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990415 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990423 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EXCEL SWITCHING CORP CENTRAL INDEX KEY: 0001036261 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 042992806 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-35791 FILM NUMBER: 99599364 BUSINESS ADDRESS: STREET 1: 255 INDEPENDENCE DR CITY: HYANNIS STATE: MA ZIP: 02601 BUSINESS PHONE: 5088623000 MAIL ADDRESS: STREET 1: 255 INDEPENDENCE DR CITY: HYANNIS STATE: MA ZIP: 02601 FORMER COMPANY: FORMER CONFORMED NAME: EXCEL INC DATE OF NAME CHANGE: 19970325 8-K 1 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 Date of Report (Date of earliest event reported): APRIL 15, 1999 EXCEL SWITCHING CORPORATION - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter)
MASSACHUSETTS 0-23263 04-2992806 (State or other jurisdiction of (Commission file number) (I.R.S. Employer incorporation or organization) Identification No.)
255 Independence Drive, Hyannis, MA 02601 - ----------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code: (508) 862-3000 No Change Since Last Report --------------------------- (Former name or address, if changed since last report) ITEM 5. OTHER EVENTS. On April 15, 1999, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Not Applicable (b) Not Applicable (c) Exhibits 99.1 Press Release of the Company dated April 15, 1999 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. EXCEL SWITCHING CORPORATION By: /s/ Christopher Stavros ---------------------------------- Christopher Stavros Vice President and General Counsel Dated: April 22, 1999 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Press Release of the Company dated April 15, 1999 EX-99.1 2 EX-99.1 EXHIBIT 99.1 EXCEL SWITCHING CORPORATION EXPANDS ADDRESSABLE MARKET THROUGH THE ACQUISITION OF RASCOM EXCEL'S EXS CARRIER SOLUTIONS ENHANCED BY ACQUIRED DATA EXPERTISE HYANNIS, MASS. - APRIL 15, 1999 - Excel Switching Corporation (NASDAQ: XLSW), a leading provider of open telecommunications platforms for networks worldwide, today announced that it has signed a definitive agreement to acquire RAScom, a leading provider of open remote access server (RAS) technology. The acquisition of RAScom will expand Excel's addressable market by adding data capabilities to the Expandable Switching System (EXS) product line for the Internet Service Provider (ISP) and Competitive Local Exchange Carrier (CLEC) markets. Infonetics Research believes that the market for Internet access equipment and related services will reach $12B in year 2000. The introduction of a highly integrated solution will make it possible for ISPs and CLECs to deploy an economical solution that meets their voice, signaling and data requirements. The integrated product will give access providers the ability to offer reliable packet-oriented data services with circuit-based telecom services eliminating the need for separate switching, SS7 gateways, packet routing and remote access systems, collapsing them all into a single, cost-effective NEBS compliant platform. In addition, as part of Excel's ONE Architecture, Excel Partners will now be able to offer data services along with other enhanced services. The addition of the RAScom team will bring technical expertise to Excel in the areas of access, LAN routing, VPN and other emerging data technologies. (MORE) "The strategic acquisition of RAScom will add significant access and data capabilities to Excel's EXS platform," said Robert Madonna, president and CEO of Excel. "The addition of RAScom technology will enable Excel to offer a uniquely integrated, highly scaleable, telco reliable and open programmable voice and data platform to the ISP and CLEC markets. RAScom's technology also complements Excel's recently announced EXS Media Gateway and the integration of VoIP technology into the EXS product family." "RAScom has been working with the sales, marketing and engineering teams at Excel since early last summer on the definition and integration of a combined product," said Mark Galvin, President and CEO of RAScom. "We have found that the companies' cultures and development philosophies are very similar, and that the teams have worked together effectively." The newly integrated voice and data solution will provide emerging and established carriers and access providers MultiService Access Switching at a compelling price. With Excel's high-density integrated switching, VoIP gateway and RAS platform, carriers can drastically decrease co-location expenses by reducing rented Central Office real estate while providing a homogeneous management and service provisioning environment. TRANSACTION TERMS Under the terms of the agreement with RAScom, Excel will acquire all outstanding shares and options of RAScom in exchange for approximately 1.1 million shares of Excel common stock. The transaction is intended to be accounted for as pooling of interests transaction and to qualify as a tax-free reorganization. Based on the closing price of Excel common stock on Wednesday, April 14, 1999, the transaction is valued at approximately $24.5 million. The transaction is anticipated to close in approximately two weeks. Excel expects the transaction will first become accretive during the Company's fiscal year 2000, assuming expected revenue and cost synergies. (MORE) ABOUT RASCOM RAScom designs and manufactures a complete remote access solution based on open platforms for enterprise networks, carriers and Internet Service Providers. RAScom's primary product line, the RAServer series of remote access servers, concurrently supports access over both the Public Switched Telephony Network and the Internet. The RAServer family runs on a Windows NT Server platform, making it an open systems platform for integrating any combination of enhanced services. Visit RAScom's website at http://www.rascom.com. ABOUT EXCEL Excel Switching Corporation is a leading provider of open switching platforms for telecommunications networks worldwide. Excel develops, manufactures, markets and supports a family of open, programmable, carrier-class voice and data gateways that address the complex needs of network providers. Excel's products are currently deployed in telecommunications networks worldwide. Visit Excel's website at http://www.xl.com. This release contains forward-looking statements that are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements contained in this release are subject to a number of risks and uncertainties that could cause actual results to differ materially from the company's expectations. If the acquisition is completed, there can be no assurance that the combined companies can successfully integrate the acquired businesses, products or technologies. The integration of the acquired business may cause a diversion of management time and reallocation of resources. There can be no assurance that the RAScom open remote access server technology can be successfully integrated with Excel's product line and manufacturing and distribution infrastructure, or that further product development will be required to integrate RAScom's products with those of Excel. There can be no assurances that revenues will exceed operating expenses, or that the present level of sales of the RAScom product will continue, that the company can be successful in reducing expenses to achieve profitability, or that customers will continue to support the company's product initiatives following the reorganization. Investors are cautioned that all forward-looking statements involve risks related to the market acceptance of and demand for the combined company's products, new product development, impact of competitors, and dependence on third-party distribution channels. ###
CONTACTS: - -------------------------------------------------------------------------------- Erica Robinson Deborah Shih Excel Switching Corp. FitzGerald Communications (508) 862-3000 (617) 494-9500 erobinson@xl.com dshih@fitzcomm.com
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