SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 DATE OF REPORT: SEPTEMBER 22, 1995 Commission File No. 1-7886 PENRIL DATACOMM NETWORKS, INC. A Delaware Corporation IRS Employer Identification No. 34-1028216 1300 Quince Orchard Blvd., Gaithersburg, Maryland 20878 Telephone - (301) 417-0552 ITEM 2. Acquisition or Disposition of Assets On September 22, 1995, the registrant sold an aggregate of 1,465,000 shares of its Common Stock, par value $0.01, to Pequot Partners Fund, L.P. (636,000 shares) Pequot International Fund Inc. (569,000 shares) and Pequot Endowment Fund, L.P. (260,000 shares). The sale price was $5.00 per share and the gross proceeds were $7,325,000. In connection with the transaction, the registrant agreed that it will add to its Board of Directors a qualified person designated by Pequot Partners Fund, L.P. The sale price of the shares was determined by arms-length negotiation between the registrant and representatives of the purchasers. The per share price was arrived at by applying to the then current market price of the registrant's common stock on the NASDAQ National Market System a discount to reflect the fact that a large block was being sold and that since the shares are not presently registered under the Securities Act of 1933, they are not readily saleable in the open market. ITEM 7. Financial Statements, Pro Forma Financial Statements and Exhibits (a) Financial Statements of Businesses Acquired. None (b) Pro Forma Financial Information. None (c) Exhibits. 4. (1) Stock Purchase Agreement dated as of September 22, 1995 among Registrant and Pequot Partners Fund, L.P., Pequot International Fund Inc. and Pequot Endowment Fund, L.P. (2) Registration Rights Agreement dated as of September 22, 1995 among Registrant and Pequot Partners Fund, L.P., International Fund Inc. and Pequot Endowment Fund, L.P. 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. PENRIL DATACOMM NETWORKS, INC. By: \s\Richard D. Rose ------------------------------ Richard D. Rose, Vice President, Chief Financial Officer October 6, 1995