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 Act of 1934

Date of Report (Date of earliest event reported): May 20, 2002

JUNIPER NETWORKS, INC.
(Exact Name of Registrant as Specified in Charter)

Delaware	0-26339	77-0422528
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

1194 North Mathilda Avenue
Sunnyvale, CA 94089
(Address of Principal Executive Offices)

(408) 745-2000
(Registrant’s Telephone Number, Including Area Code)

TABLE OF CONTENTS

EXHIBIT 20.1

Item 5. Other Events.

         On May 20, 2002, Juniper Networks, Inc. (the “Registrant”) announced that it has agreed to acquire Unisphere Networks, Inc., a Delaware corporation. A copy of the press release issued by the Registrant on May 20, 2002 concerning the foregoing transaction is filed herewith as Exhibit 20.1 and is incorporated herein by reference.

(c) Exhibits.

Exhibit No.		Description
	20.1	Press Release dated May 20, 2002 announcing the Registrant’s agreement to acquire Unisphere Networks, Inc.

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SIGNATURE

         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.

	JUNIPER NETWORKS, INC.
Dated: May 21, 2002	By:	/s/ Lisa C. Berry
		Lisa C. Berry
		Vice President, General Counsel and Secretary

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EXHIBIT INDEX

Exhibit No.	Description
20.1	Press Release dated May 20, 2002 announcing the Registrant’s agreement to acquire Unisphere Networks, Inc.

4 EX-20.1 3 f81892ex20-1.txt EXHIBIT 20.1 EXHIBIT 20.1 JUNIPER NETWORKS TO ACQUIRE SIEMENS UNISPHERE NETWORKS SUBSIDIARY Siemens and Juniper Networks to form global IP partnership May 20, 2002 - Juniper Networks, Inc. (Nasdaq: JNPR), a leading provider of trusted infrastructures for the New Public Network, has signed a definitive agreement to acquire Unisphere Networks, Inc., a Siemens company, in a combined $375 million cash and 36.5 million share stock transaction. Siemens (NYSE: SI) and Juniper Networks have also agreed to enter a global partnership in the field of IP Infrastructure and related systems. Based upon Juniper Networks closing stock price of $9.85 on May 17, 2002, the deal has an approximate value of $740 million. Upon final closing of the transaction, which is still subject to regulatory approval, service providers and carriers will be offered a scalable IP product and service portfolio on a global scale. The acquisition, slated to close in the third quarter of calendar year 2002, is subject to all required Board approvals, to Hart-Scott-Rodino approval and certain other customary closing conditions. It is expected to be slightly dilutive to Juniper Networks in 2002 and accretive in 2003. At the close of the transaction, Siemens will own slightly less than 10 percent of the shares outstanding in Juniper Networks. "Our acquisition of Unisphere Networks highlights Juniper Networks' focus of supplying IP expertise to the leading service providers, carriers and PTTs throughout the world. These customers will now be able to leverage the global reach of Siemens to utilize both Juniper Networks and Unisphere Networks proven IP experience. The result is a broadly available portfolio of core, edge, cable and mobile IP routing and broadband access platforms," said Scott Kriens, CEO, president and Chairman of the Board of Juniper Networks. "We are excited to be joining Juniper Networks and believe service provider customers worldwide will continue to benefit from our proven ability to deliver carrier grade IP infrastructure solutions," said James Dolce, president and CEO, Unisphere Networks. "Unisphere Networks proven ability to deliver best in class IP routing and broadband access solutions complements Juniper Networks IP routing market leadership. Together, we have a unique ability to redefine the economic and technology requirements of global service providers in their migration to IP networks." In addition, partnership agreements will provide for the worldwide presence and customer base of Siemens to leverage Juniper Networks leading IP product portfolio for the service provider industry to deliver Next Generation voice solutions with comprehensive IP routing technology. The relationship underscores Siemens aim to be a key player in the field of 1 Next Generation Networks (NGN) with its comprehensive SURPASS solution portfolio for the IP convergence of data, voice and video. The worldwide reseller agreement will give Juniper Networks access to Siemens sales channels in 190 countries. As a systems integrator with expertise in turnkey NGN projects, Siemens will be able to offer network operators end-to-end solutions comprising softswitches, gateways and IP routers. "Siemens IC Networks Group is concentrating on Internet-based convergence of voice and data technologies, broadband technology (emphasis on carrier and enterprise customers) and optical networking. As part of this strategy, Siemens is focusing on the components that are necessary to enable real-time communication", said Thomas Ganswindt, IC Networks Group President. "These activities at Unisphere were carved out before and have already been integrated into Siemens. Now we can rely on an even stronger partner for IP router technology." Juniper Networks will host a conference call web cast on May 20 at 5:30 a.m. PST at www.juniper.net/company/investors/announcement. In addition, you can listen live by calling 800-633-8492 or 212-346-6459, or listen to the replay at 800-633-8284 or 858-812-6440, reservation number 20616998. ABOUT JUNIPER NETWORKS Juniper Networks leads the industry in turning network innovation into the reliable delivery of core, edge, mobile and cable Internet services at scale for the New Public Network. Headquartered in Sunnyvale, California, Juniper Networks offers additional information on its product and service offerings at www.juniper.net. ABOUT SIEMENS SIEMENS Information and Communication Networks (IC Networks) is a leading provider of network technology for enterprises, carriers and service providers. Its comprehensive portfolio comprises IP-based convergence solutions for voice and data (HiPath for enterprises, SURPASS for carriers), a full range of solutions for broadband access (Attane), and optical transport networks (TransXpress). The Siemens Group thus provides complete solutions from a single source for the infrastructure of the Next Generation Network -- optimized for a prompt return on investment and to open up new business opportunities for customers. In fiscal 2001 (year-end 30 September) IC Networks employed 51,000 people worldwide and posted sales of EUR 12.9 billion. Further information about ICN is available at: http://www.siemens.com/networks 2 ABOUT UNISPHERE NETWORKS Unisphere Networks, Inc. is a leading provider of carrier-class IP infrastructure products to enable data, voice and rich media services. With an Edge-Optimized Architecture, Unisphere Networks enables service providers to create and deploy revenue-generating services with IP Quality of Service, wire-speed performance, reliability and scale. Founded in 1999, Unisphere Networks is headquartered in Westford, Mass. For more information about Unisphere Networks, please visit the Web site at: www.Unispherenetworks.com. Actual results could differ materially from those anticipated in forward-looking statements in this release as a result of certain factors, including those set forth in the risk factors described in the Company's SEC filings, including its recent Form 10K. Contacts: Juniper Networks, Inc. Investor Relations Randi Paikoff Feigin Tel: 408-745-2371 randi@juniper.net Juniper Networks, Inc. Public Relations Kathy Durr Tel: 408-745-5058 kdurr@juniper.net Siemens Corporation Corporate Communications Press Thomas Weber Tel: +49 89 636 32812 peter.gottal@siemens.com Siemens Corporation Corporate Communications Press ICN Andreas Fischer Tel: +49 89 722 33988 andreas.fischer@icn.siemens.de Siemens Corporation (USA) Public Relations 3 Bud Grebey Tel: 212.258.4335 bud.grebey@siemens.com Unisphere Networks, Inc. Investor Relations Marc Jaffan Tel: 978-589-0136 mjaffan@unispherenetworks.com Unisphere Networks, Inc. Public Relations Susan Ursch Tel: 978-369-2033 sursch@unispherenetworks.com 4 -----END PRIVACY-ENHANCED MESSAGE-----

EX-20.1

                                                                    EXHIBIT 20.1



        JUNIPER NETWORKS TO ACQUIRE SIEMENS UNISPHERE NETWORKS SUBSIDIARY
           Siemens and Juniper Networks to form global IP partnership


May 20, 2002 - Juniper Networks, Inc. (Nasdaq: JNPR), a leading provider of
trusted infrastructures for the New Public Network, has signed a definitive
agreement to acquire Unisphere Networks, Inc., a Siemens company, in a combined
$375 million cash and 36.5 million share stock transaction. Siemens (NYSE: SI)
and Juniper Networks have also agreed to enter a global partnership in the field
of IP Infrastructure and related systems. Based upon Juniper Networks closing
stock price of $9.85 on May 17, 2002, the deal has an approximate value of $740
million. Upon final closing of the transaction, which is still subject to
regulatory approval, service providers and carriers will be offered a scalable
IP product and service portfolio on a global scale.

The acquisition, slated to close in the third quarter of calendar year 2002, is
subject to all required Board approvals, to Hart-Scott-Rodino approval and
certain other customary closing conditions. It is expected to be slightly
dilutive to Juniper Networks in 2002 and accretive in 2003. At the close of the
transaction, Siemens will own slightly less than 10 percent of the shares
outstanding in Juniper Networks.

"Our acquisition of Unisphere Networks highlights Juniper Networks' focus of
supplying IP expertise to the leading service providers, carriers and PTTs
throughout the world. These customers will now be able to leverage the global
reach of Siemens to utilize both Juniper Networks and Unisphere Networks proven
IP experience. The result is a broadly available portfolio of core, edge, cable
and mobile IP routing and broadband access platforms," said Scott Kriens, CEO,
president and Chairman of the Board of Juniper Networks.

"We are excited to be joining Juniper Networks and believe service provider
customers worldwide will continue to benefit from our proven ability to deliver
carrier grade IP infrastructure solutions," said James Dolce, president and CEO,
Unisphere Networks. "Unisphere Networks proven ability to deliver best in class
IP routing and broadband access solutions complements Juniper Networks IP
routing market leadership. Together, we have a unique ability to redefine the
economic and technology requirements of global service providers in their
migration to IP networks."

In addition, partnership agreements will provide for the worldwide presence and
customer base of Siemens to leverage Juniper Networks leading IP product
portfolio for the service provider industry to deliver Next Generation voice
solutions with comprehensive IP routing technology. The relationship underscores
Siemens aim to be a key player in the field of




                                       1


Next Generation Networks (NGN) with its comprehensive SURPASS solution portfolio
for the IP convergence of data, voice and video.

The worldwide reseller agreement will give Juniper Networks access to Siemens
sales channels in 190 countries. As a systems integrator with expertise in
turnkey NGN projects, Siemens will be able to offer network operators end-to-end
solutions comprising softswitches, gateways and IP routers.

"Siemens IC Networks Group is concentrating on Internet-based convergence of
voice and data technologies, broadband technology (emphasis on carrier and
enterprise customers) and optical networking. As part of this strategy, Siemens
is focusing on the components that are necessary to enable real-time
communication", said Thomas Ganswindt, IC Networks Group President. "These
activities at Unisphere were carved out before and have already been integrated
into Siemens. Now we can rely on an even stronger partner for IP router
technology."

Juniper Networks will host a conference call web cast on May 20 at 5:30 a.m. PST
at www.juniper.net/company/investors/announcement. In addition, you can listen
live by calling 800-633-8492 or 212-346-6459, or listen to the replay at
800-633-8284 or 858-812-6440, reservation number 20616998.

ABOUT JUNIPER NETWORKS

Juniper Networks leads the industry in turning network innovation into the
reliable delivery of core, edge, mobile and cable Internet services at scale for
the New Public Network. Headquartered in Sunnyvale, California, Juniper Networks
offers additional information on its product and service offerings at
www.juniper.net.

ABOUT SIEMENS

SIEMENS Information and Communication Networks (IC Networks) is a leading
provider of network technology for enterprises, carriers and service providers.
Its comprehensive portfolio comprises IP-based convergence solutions for voice
and data (HiPath for enterprises, SURPASS for carriers), a full range of
solutions for broadband access (Attane), and optical transport networks
(TransXpress). The Siemens Group thus provides complete solutions from a single
source for the infrastructure of the Next Generation Network -- optimized for a
prompt return on investment and to open up new business opportunities for
customers. In fiscal 2001 (year-end 30 September) IC Networks employed 51,000
people worldwide and posted sales of EUR 12.9 billion. Further information about
ICN is available at: http://www.siemens.com/networks




                                       2


ABOUT UNISPHERE NETWORKS

Unisphere Networks, Inc. is a leading provider of carrier-class IP
infrastructure products to enable data, voice and rich media services. With an
Edge-Optimized Architecture, Unisphere Networks enables service providers to
create and deploy revenue-generating services with IP Quality of Service,
wire-speed performance, reliability and scale. Founded in 1999, Unisphere
Networks is headquartered in Westford, Mass. For more information about
Unisphere Networks, please visit the Web site at: www.Unispherenetworks.com.

Actual results could differ materially from those anticipated in forward-looking
statements in this release as a result of certain factors, including those set
forth in the risk factors described in the Company's SEC filings, including its
recent Form 10K.

Contacts:

Juniper Networks, Inc.
Investor Relations
Randi Paikoff Feigin
Tel: 408-745-2371
randi@juniper.net

Juniper Networks, Inc.
Public Relations
Kathy Durr
Tel: 408-745-5058
kdurr@juniper.net

Siemens Corporation
Corporate Communications Press
Thomas Weber
Tel: +49 89 636 32812
peter.gottal@siemens.com

Siemens Corporation
Corporate Communications Press ICN
Andreas Fischer
Tel:  +49 89 722 33988
andreas.fischer@icn.siemens.de

Siemens Corporation (USA)
Public Relations




                                       3


Bud Grebey
Tel:  212.258.4335
bud.grebey@siemens.com

Unisphere Networks, Inc.
Investor Relations
Marc Jaffan
Tel: 978-589-0136
mjaffan@unispherenetworks.com

Unisphere Networks, Inc.
Public Relations
Susan Ursch
Tel:  978-369-2033
sursch@unispherenetworks.com




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