-----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, An5RCzpG5kRdIeK9AjVFsdiP/DVPoZ5jt3NLGQDPPcYBt5p1xaKJgYSobSa2ExXW Dq8nZgoVAQQKUaPoyXSmWg== 0001047469-99-028994.txt : 19990730 0001047469-99-028994.hdr.sgml : 19990730 ACCESSION NUMBER: 0001047469-99-028994 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990510 ITEM INFORMATION: FILED AS OF DATE: 19990729 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/A SEC ACT: SEC FILE NUMBER: 333-35791 FILM NUMBER: 99672679 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/A 1 8-K/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A AMENDMENT NO. 2 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (DATE OF EARLIEST EVENT REPORTED) May 10, 1999 EXCEL SWITCHING CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) MASSACHUSETTS ---------------------------------------------- (STATE OR OTHER JURISDICTION OF INCORPORATION) 0-23263 04-2992806 - -------------------------- --------------------------------- (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.) 255 INDEPENDENCE DRIVE HYANNIS, MASSACHUSETTS 02601 ----------------------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) Registrant's telephone number, including area code: (508) 862-3000 -------------- 1 This Amendment No. 2 is being filed to amend the Report on Form 8-K dated May 10, 1999 and filed with the Commission on May 25, 1999, as amended by Amendment No. 1 on Form 8-K/A, dated May 10, 1999 and filed with the Commission on July 23, 1999 (as amended, the "Report"). This Amendment No. 2 is being filed to add Exhibit 99.5 (Unaudited Supplemental Quarterly Consolidated Statements of Income for Excel Switching Corporation for each of the four fiscal quarters for the fiscal year ended December 31, 1998) to the Report. No other changes to the Report are being made. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) EXHIBITS. EXHIBIT NO. DESCRIPTION -------- ----------- 2.1 Agreement and Plan of Merger and Reorganization dated as of April 15, 1999, by and among Excel Switching Corporation, Racepoint Acquisition Corp., RAScom, Inc., the shareholders of RAScom, Inc. and Mark B. Galvin as Indemnification Representative (filed as Exhibit 2.1 to the original Report on Form 8-K dated May 10, 1999 and filed with the Commission on May 25, 1999 and hereby incorporated by reference). 2.2 Amendment No. 1 to the Agreement and Plan of Merger and Reorganization dated as of May 7, 1999, by and among Excel Switching Corporation, Racepoint Acquisition Corp., RAScom, Inc., those shareholders of RAScom, Inc. that are signatories thereto, and Mark B. Galvin as Indemnification Representative (filed as Exhibit 2.2 to the original Report on Form 8-K dated May 10, 1999 and filed with the Commission on May 25, 1999 and hereby incorporated by reference). 4.1 Escrow Agreement dated as of May 10, 1999, by and among Excel Switching Corporation, Racepoint Acquisition Corp., RAScom, Inc., State Street Bank and Trust Company, the shareholders of RAScom, Inc. and Mark B. Galvin as Indemnification Representative (filed as Exhibit 4.1 to the original Report on Form 8-K dated May 10, 1999 and filed with the Commission on May 25, 1999 and hereby incorporated by reference). 4.2 Side Letter Agreement dated as of May 10, 1999 by and among Excel Switching Corporation, Racepoint Acquisition Corp., RAScom, Inc., State Street Bank and Trust Company and Mark B. Galvin as Indemnification Representative (filed as Exhibit 4.2 to the original Report on Form 8-K dated May 10, 1999 and filed with the Commission on May 25, 1999 and hereby incorporated by reference). 4.3 Registration Rights Agreement, dated as of May 10, 1999, between the shareholders of RAScom that are signatories thereto and Excel Switching Corporation (filed as Exhibit 4.3 to the original Report on Form 8-K dated May 10, 1999 and filed with the Commission on May 25, 1999 and hereby incorporated by reference). 23.1 Consent of Arthur Anderson LLP (previously filed as Exhibit 23.1 to the Report on Form 8-K/A dated May 10, 1999 and filed with the Commission on July 23, 1999 and hereby incorporated by reference). 27.1 Restated Financial Data Schedule for the fiscal years 1996, 1997 and 1998 and for the three months ended March 28, 1998 and March 31, 1999 (filed as Exhibit 27.1 to the Report on Form 8-K/A dated May 10, 1999 and filed with the Commission on July 23, 1999 and hereby incorporated by reference). 2 99.1 Press Release of Excel Switching Corporation, dated May 11, 1999, announcing the consummation of the Merger (filed as Exhibit 99.1 to the original Report on Form 8-K dated May 10, 1999 and filed with the Commission on May 25, 1999 and hereby incorporated by reference). 99.2 Press Release of Excel Switching Corporation dated April 15, 1999 announcing the acquisition of RAScom, Inc. by Excel Switching Corporation (filed as Exhibit 99.1 to the Report on Form 8-K, dated April 15, 1999 and filed with the Commission on April 23, 1999). 99.3 Consolidated Financial Statements of RAScom, Inc. and Subsidiary as of December 31, 1998 and the unaudited the Consolidated Financial Statements of RAScom, Inc. and Subsidiary as of March 31, 1999 (filed as Exhibit 99.3 to the Report on Form 8-K/A dated May 10, 1999 and filed with the Commission on July 23, 1999 and hereby incorporated by reference). 99.4 Supplemental Consolidated Financial Statements of Excel Switching Corporation as of December 27, 1997 and December 31, 1998 and the unaudited Supplemental Consolidated Financial Statements of Excel Switching Corporation as of March 31, 1999 (filed as Exhibit 99.4 to the Report on Form 8-K/A dated May 10, 1999 and filed with the Commission on July 23, 1999 and hereby incorporated by reference). 99.5 Unaudited Supplemental Quarterly Consolidated Statements of Income for Excel Switching Corporation for each of the four fiscal quarters for the fiscal year ended December 31, 1998 (filed herewith). 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 hereunto duly authorized. EXCEL SWITCHING CORPORATION Dated: July 29, 1999 By: /s/ CHRISTOPHER STAVROS ------------------------------ Christopher Stavros Vice President and General Counsel 3 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ------- ----------- 2.1 Agreement and Plan of Merger and Reorganization dated as of April 15, 1999, by and among Excel Switching Corporation, Racepoint Acquisition Corp., RAScom, Inc., the shareholders of RAScom, Inc. and Mark B. Galvin as Indemnification Representative (filed as Exhibit 2.1 to the original Report on Form 8-K dated May 10, 1999 and filed with the Commission on May 25, 1999 and hereby incorporated by reference). 2.2 Amendment No. 1 to the Agreement and Plan of Merger and Reorganization dated as of May 7, 1999, by and among Excel Switching Corporation, Racepoint Acquisition Corp., RAScom, Inc., those shareholders of RAScom, Inc. that are signatories thereto, and Mark B. Galvin as Indemnification Representative (filed as Exhibit 2.2 to the original Report on Form 8-K dated May 10, 1999 and filed with the Commission on May 25, 1999 and hereby incorporated by reference). 4.1 Escrow Agreement dated as of May 10, 1999, by and among Excel Switching Corporation, Racepoint Acquisition Corp., RAScom, Inc., State Street Bank and Trust Company, the shareholders of RAScom, Inc. and Mark B. Galvin as Indemnification Representative (filed as Exhibit 4.1 to the original Report on Form 8-K dated May 10, 1999 and filed with the Commission on May 25, 1999 and hereby incorporated by reference). 4.2 Side Letter Agreement dated as of May 10, 1999 by and among Excel Switching Corporation, Racepoint Acquisition Corp., RAScom, Inc., State Street Bank and Trust Company and Mark B. Galvin as Indemnification Representative (filed as Exhibit 4.2 to the original Report on Form 8-K dated May 10, 1999 and filed with the Commission on May 25, 1999 and hereby incorporated by reference). 4.3 Registration Rights Agreement, dated as of May 10, 1999, between the shareholders of RAScom that are signatories thereto and Excel Switching Corporation (filed as Exhibit 4.3 to the original Report on Form 8-K dated May 10, 1999 and filed with the Commission on May 25, 1999 and hereby incorporated by reference). 23.1 Consent of Arthur Anderson LLP (previously filed as Exhibit 23.1 to the Report on Form 8-K/A dated May 10, 1999 and filed with the Commission on July 23, 1999 and hereby incorporated by reference). 27.1 Restated Financial Data Schedule for the fiscal years 1996, 1997 and 1998 and for the three months ended March 28, 1998 and March 31, 1999 (filed as Exhibit 27.1 to the Report on Form 8-K/A dated May 10, 1999 and filed with the Commission on July 23, 1999 and hereby incorporated by reference). 99.1 Press Release of Excel Switching Corporation, dated May 11, 1999, announcing the consummation of the Merger (filed as Exhibit 99.1 to the original Report on Form 8-K dated May 10, 1999 and filed with the Commission on May 25, 1999 and hereby incorporated by reference). 99.2 Press Release of Excel Switching Corporation dated April 15, 1999 announcing the acquisition of RAScom, Inc. by Excel Switching Corporation (filed as Exhibit 99.1 to the Report on Form 8-K, dated April 15, 1999 and filed with the Commission on April 23, 1999). 99.3 Consolidated Financial Statements of RAScom, Inc. and Subsidiary as of December 31, 1998 and the unaudited Consolidated Financial Statements of RAScom, Inc. and Subsidiary as of March 31, 1999 (filed as Exhibit 99.3 to the Report on Form 8-K/A dated May 10, 1999 and filed with the Commission on July 23, 1999 and hereby incorporated by reference). 4 99.4 Supplemental Consolidated Financial Statements of Excel Switching Corporation as of December 27, 1997 and December 31, 1998 and the unaudited Supplemental Consolidated Financial Statements of Excel Switching Corporation as of March 31, 1999 (filed as Exhibit 99.4 to the Report on Form 8-K/A dated May 10, 1999 and filed with the Commission on July 23, 1999 and hereby incorporated by reference). 99.5 Unaudited Supplemental Quarterly Consolidated Statements of Income for Excel Switching Corporation for each of the four fiscal quarters for the fiscal year ended December 31, 1998 (filed herewith). 5 EX-99.5 2 EX-99.5 Exhibit 99.5 SELECTED SUPPLEMENTAL QUARTERLY CONSOLIDATED FINANCIAL DATA The following table contains certain supplemental quarterly consolidated statements of income data for Excel Switching Corporation for each of the four fiscal quarters for the fiscal year ended December 31, 1998. These statements are unaudited, but in the opinion of management, include all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation of results for the interim periods. Excel Switching Corporation is providing this information because management deems this information to be of importance to holders of Common Stock. This data gives retroactive effect to Excel Switching Corporation's acquisition of RAScom, Inc. completed on May 10, 1999. Mar. 28, Jun. 27, Sep. 26, Dec. 31, 1998 1998 1998 1998 Revenues $27,105 $30,807 $34,287 $37,140 Cost of revenues 9,122 9,881 10,162 12,589 ------- ------- ------- ------- Gross profit 17,983 20,926 24,125 24,551 ------- ------- ------- ------- Operating expenses: Engineering, research & development 5,540 5,904 6,755 8,164 Selling and marketing 5,041 4,923 5,279 5,629 General and administrative 2,908 2,949 3,193 3,705 Acquired in-process research & development - - - 7,459 ------- ------- ------- ------- Total operating expenses 13,489 13,776 15,227 24,957 ------- ------- ------- ------- Income from operations 4,494 7,150 8,898 (406) Other income, net 1,717 1,482 1,670 1,383 ------- ------- ------- ------- Income before provision for income taxes 6,211 8,632 10,568 977 Provision for income taxes 2,341 3,246 3,972 1,655 ------- ------- ------- ------- Net income $ 3,870 $ 5,386 $ 6,596 $ (678) ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Preferred stock dividends $ 379 $ 379 $ 379 $ 381 ------- ------- -------- ------- Net income available to common stockholders $ 3,491 $ 5,007 $ 6,217 $ (1,059) ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Basic earnings per share $0.11 $0.15 $0.19 $(0.03) ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Diluted earnings per share $0.10 $0.13 $0.16 $(0.02) ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Basic weighted average shares outstanding 32,832 33,178 33,536 34,029 Diluted weighted average shares outstanding 39,983 40,139 40,342 34,029
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