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: JUNE 16, 1996
Commission File No. 000-06710
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 5. Other Events
On June 16, 1996 Penril DataComm Networks, Inc. ("Penril")
entered into a Plan and Agreement of Merger (the "Merger Agreement")
with Bay Networks, Inc. ("Bay") (NYSE: BAY), a Delaware corporation,
located at 4411 Great America Parkway, Santa Clara, California
95052, pursuant to which, immediately after Penril has spun-off to
its shareholders its non-modem business, Bay will Acquire Penril's
modem business by exchanging $10 of Bay common stock for each share
of Penril common stock. It is expected that both the merger and
the spin-off will be tax-free.
Prior to the merger, Penril will transfer all of its non-modem
business, which will consist principally of its remote access
products business, into a new Penril subsidiary expected to be
named "Access-Beyond". Immediately prior to the closing of the
transaction with Bay, The Access Beyond subsidiary will be spun off
to Penril's shareholders who will receive one share of Access
Beyond for each share of Penril held.
In connection with the Merger Agreement, Penril and Bay
entered into a perpetual license agreement pursuant to which, if
the Merger Agreement terminates for certain specified reasons, Bay
would obtain, or have the right to obtain, a perpetual non-exclusive
license of the intellectual property, software and
technical know-how relating to the Xylogics Octal Modem Card.
It is anticipated that the Access Beyond spin-off and the
acquisition of the modem business by Bay will be completed in the
early fall of 1996. The closing of both transactions is subject to
approval by a majority of the outstanding Penril shares and other
customary closing conditions. Shareholder approval will be sought
at a special meeting pursuant to a combination proxy
statement/registration statement describing the transactions and
registering the Access Beyond shares with the Securities and
Exchange Commission (the "SEC").
A copy of the news release relating to the transactions is
attached as Exhibit 4 hereto. Please Note: The news release may
include forward-looking statements that involve risks and
uncertainties. These statements may differ materially from actual
future events or results. Readers are referred to the documents
filed by Penril with the SEC, specifically the most recent reports
on Forms 10-K/A and 10-Q, which identify important risk factors
which could cause actual results to differ from those contained in
the forward-looking statements.
Also on June 16, 1996, Penril and Bay entered into a six-month
non-exclusive License Agreement whereby Penril licensed to Bay
certain intellectual property, software and technical know-how
relating to Xylogics Octal Modem Card. Bay paid Penril the sum of
$4.5 million for the license. The License Agreement contemplates
that Penril will develop and 8 Digital Modem Card for Bay, train
Bay's personnel in the underlying technology and provide technical
assistance where necessary to permit Bay to market this digital
modem technology.
Item 7. Financial Statements and Exhibits
(c) Exhibits
2.01 Plan and Agreement of Merger dated as of June 16, 1996.
10.01 Perpetual License Agreement dated as of June 16, 1996
10.02 License Agreement dated as of June 16, 1996.
99.01 News release dated June 17, 1996.
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.
Dated: June 18, 1996 By: \s\Richard D. Rose
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Richard D. Rose
Vice President,
Chief Financial Officer