-----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, GoYxMg1SJ3ImhY8cGm2VvOVd49cbhd8tBSMtbYEYHsKi57km0SWKp9Kkb1qX4T73 AyHUKDjssm6GSg/H+Qbr4A== 0000928385-97-000159.txt : 19970220 0000928385-97-000159.hdr.sgml : 19970220 ACCESSION NUMBER: 0000928385-97-000159 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970117 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970203 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEWBRIDGE NETWORKS CORP CENTRAL INDEX KEY: 0000827301 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 980077506 STATE OF INCORPORATION: A6 FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13316 FILM NUMBER: 97516869 BUSINESS ADDRESS: STREET 1: 600 MARCH ROAD PO BOX 13600 STREET 2: KANATA ONTARIO CANADA CITY: K2K 2E6 STATE: A6 BUSINESS PHONE: 6135913600 MAIL ADDRESS: STREET 1: 600 MARCH ROAD STREET 2: KANATA ONTARIO CANADA CITY: K2K 2E6 STATE: A6 8-K 1 FORM 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) January 17, 1997 ----------------------------- Newbridge Networks Corporation - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Canada 1-13316 98-0077506 - -------------------------------- ---------------- --------------------- (State or other jurisdiction of (Commission (I.R.S. Employer incorporation) File Number) Identification No.) 600 March Road, Kanata, Ontario, Canada K2K 2E6 - -------------------------------------------------------- --------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (613) 591-3600 --------------------- - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) (Exhibit index located on page 3) (Page 1 of 6) Item 2. Acquisition or Disposition of Assets On January 17, 1997 Newbridge Networks Corporation ("Newbridge") acquired all of the outstanding shares of Ungermann-Bass Networks, Inc. ("UB Networks") from Tandem Computers Inc. The aggregate consideration paid at closing was US$118,000,000, which included cash acquired of US$9,000,000 and adjustments for repayment of advances from Tandem of US$13,000,000, for a net purchase price paid at closing of approximately US$96,000,000. The purchase price is subject to certain post closing adjustments. The total consideration was paid in cash from the cash reserves of Newbridge. The acquisition will be accounted for as a purchase. UB Networks is a major supplier of network hardware and software products, including the GeoLAN family of enterprise and workgroup products. UB Networks is headquartered in Santa Clara, California. Item 7. Financial Statements, Pro Forma Financial Information And Exhibits c) Exhibits Exhibit 99.1 Press Release of Registrant, dated December 19, 1996, announcing the Registrant's agreement to purchase UB Networks. Exhibit 99.2 Press Release of Registrant, dated January 21, 1997, announcing the completion of the Registrant's agreement to purchase UB Networks. (Page 2 of 6) 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. NEWBRIDGE NETWORKS CORPORATION (Registrant) Date: January 31, 1997 By: /s/ Kenneth B. Wigglesworth --------------------------- Kenneth B. Wigglesworth, Vice President, Chief Financial Officer EXHIBIT INDEX Page No. -------- 99.1 Press Release of Registrant, dated December 19, 1996, announcing the Registrant's agreement to purchase UB Networks................................................4 99.2 Press Release of Registrant, dated January 21, 1997, announcing the completion of the Registrant's agreement to purchase UB Networks....................................6 (Page 3 of 6) EX-99.1 2 NEWS RELEASE EXHIBIT 99.1 - -------------------------------------------------------------------------------- Newbridge Networks Announces Intent to Acquire UB Networks Key Element of Strategic Commitment to Enterprise Networking Market Peter Sommerer Named Newbridge Vice Chairman, CEO of UB Networks; Peter Charbonneau Becomes Newbridge President & COO Kanata, Ontario, December 19, 1996 -- Newbridge Networks today announced key strategic moves to further strengthen its position in the enterprise networking market. The Company announced it has signed a letter of intent with Tandem Computers Incorporated to acquire UB Networks, a leading supplier to the enterprise networking market and a subsidiary of Tandem Computers. With this move, Newbridge Networks enhances its ability to deliver the advanced internet working products and support customers need to take full advantage of the Internet and intranet, as well as multimedia applications. The acquisition of UB Networks, the industry's first independent local area networking (LAN) company, will provide Newbridge Networks with a significant addition to its own enterprise networking product and service offerings. With its comprehensive product line and strong global sales and customer support, UB Networks has excellent relationships with Fortune 1000 companies. The acquisition is expected to accelerate implementation of the Company's industry-leading VIVID/TM/ switched routing solution. The enterprise hub and switch LAN market is expected to experience double-digit growth for the foreseeable future and is anticipated to approach US $24 billion by the year 2000, according to independent market research (Dell'Oro Group 1996). "Today's announcement further strengthens our presence in the enterprise networking market throughout the world," said Terence Matthews, Chairman and Chief Executive Officer, Newbridge Networks. "Now, Newbridge Networks is even better positioned to offer customers around the world unparalleled enterprise networking solutions with UB Networks' proven products, sales and customer support, our own industry-leading VIVID product line, and products and applications from a number of our key affiliates such as ACC, TimeStep and Vienna." UB Networks will become a wholly-owned subsidiary of Newbridge Networks. Christopher Brennan will continue in his present position as President and Chief Operating Officer of UB Networks. Mr. Brennan will work closely with Peter Sommerer, formerly President of Newbridge Networks, who has now been appointed to the position of Vice Chairman of Newbridge Networks and will become Chief Executive Officer of UB Networks. Mr. Sommerer served as Newbridge President for six years. "The skills and experience that Chris Brennan and Peter Sommerer each bring to the organization will drive the Company in its completion of an unsurpassed complete product, sales and service offering to the enterprise market," added Mr. Matthews. "Working together, Peter and Chris will ensure a very smooth and effective integration of UB Networks with Newbridge." (Page 4 of 6) Peter Charbonneau, formerly Newbridge Executive Vice President, Finance and Chief Financial Officer, has been appointed President and Chief Operating Officer of Newbridge Networks. Mr. Charbonneau, who has been with Newbridge since 1987, will continue to report to Mr. Matthews. Mr. Charbonneau has also been appointed to the board of directors of Newbridge Networks Corporation. "I am very pleased that Peter Charbonneau has accepted the position of President and Chief Operating Officer. For almost 10 years now, Peter has contributed consistently as a key member of the executive team in shaping the company's strategic direction," said Mr. Matthews. "This experience coupled with his exceptional financial abilities, will be very important as Newbridge continues to expand its position." Newbridge Networks also announced today that Kenneth B. Wigglesworth, formerly Newbridge Vice President, Finance, has been appointed Vice President and Chief Financial Officer. Mr. Wigglesworth joined Newbridge in July, 1987 as Controller and became Vice President, Finance in June, 1993. UB Networks, a wholly owned subsidiary of Tandem Computers, is a leading global supplier of hardware and software enterprise networking products. Many Fortune 1000 companies use UB enterprise network solutions, with a broad customer base in all market segments including health care, pharmaceuticals, financial services and the energy industry. This customer base complements the Newbridge leadership in the global networking industry. Newbridge Networks has established a unique program of affiliate companies. Key among these for the enterprise networking market are: Advanced Computer Communications, Inc. (ACC), a leading provider of network access solutions for the home, office, and enterprise environments; TimeStep Corporation a technology leader in the development of cryptographic network security solutions; and Vienna Systems Corporation, supplier of a server-based family of hardware and software products for delivering voice, data, and video calls across IP networks, both corporate (intranet) and public (Internet). Newbridge Networks (www.newbridge.com) is the global leader in asynchronous transfer mode (ATM) and time division multiplexing (TDM) networking systems, according to independent research. The company designs, manufactures and services a comprehensive family of networking products and systems that delivers the power of multimedia communications to organizations in more than 100 countries throughout the world. Newbridge products are the choice of an expanding range of customers which includes most of the world's 200 largest telecommunications service providers, and over 10,000 corporations, government organizations, and other institutions. The company has facilities throughout Canada, the United States, Latin America, Europe, Asia, the Middle East, Africa and Australasia. Newbridge Networks Corporation is a public company whose common shares are listed for trading on the New York Stock Exchange (NN) and on the Toronto Stock Exchange (NNC) in Canada. - -end- (Page 5 of 6) EX-99.2 3 NEWS RELEASE EXHIBIT 99.2 - -------------------------------------------------------------------------------- Newbridge Networks Completes Acquisition of UB Networks KANATA, Ontario, January 21, 1997 -- Newbridge Networks today announced it has completed the purchase of UB Networks, a major supplier to the enterprise networking market and a subsidiary of Tandem Computers. The acquisition follows a December 19 announcement of a letter of intent signed between Newbridge and Tandem. The purchase price paid at closing, net of cash acquired and other cash-related adjustments, was approximately US $96 million. The purchase price is subject to certain post-closing adjustments. The addition of UB Networks' strong direct sales and customer support force, distribution channels and complementary products further strengthens Newbridge's ability to provide end-to-end networking solutions. Newbridge provides a comprehensive family of products for the local area, enterprise and wide area environments, including industry leading Asynchronous Transfer Mode (ATM) systems. UB Networks' GeoLAN architecture provides adaptive desktop, workgroup and campus connectivity, while the Newbridge(R) VIVID architecture offers a highly scalable switched routing solution and high-capacity gateway to wide area networks. Newbridge Networks (http://www.newbridge.com) is a global leader in ATM, frame relay and time division multiplexing (TDM) networking systems, according to independent research. The company designs, manufactures and services a comprehensive family of networking products and systems that delivers the power of multimedia communications to organizations in more than 100 countries throughout the world. Newbridge products are the choice of an expanding range of customers which includes the world's 200 largest telecommunications service providers, as well as more than 10,000 corporations and government organizations. The company has facilities in Canada, the United States, Latin America, Europe, the Middle East, Africa and Asia. Newbridge Networks Corporation is a public company whose common shares are listed on the New York Stock Exchange (NN) in the United States and The Toronto Stock Exchange (NNC) in Canada. - -end- (Page 6 of 6) -----END PRIVACY-ENHANCED MESSAGE-----