1 ================================================================================ UNITED STATES 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): OCTOBER 14, 1996 ----------- BAY NETWORKS, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-19336 04-2916246 (State or other (Commission File Number) (I.R.S. Employer jurisdiction of incorporation Identification Number) or organization) 4401 GREAT AMERICA PARKWAY SANTA CLARA, CALIFORNIA 95054 (Address of principal executive offices) TELEPHONE: (408) 988-2400 (Registrant's telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report) =============================================================================== 2 Item 5. Other Events Bay Networks, Inc. announced that Andrew K. Ludwick resigned as Bay Networks' President and Chief Executive Officer effective October 14, 1996. Paul J. Severino, Bay Networks' Chairman, assumed the position of acting CEO, pending the completion of a search for a permanent successor. Mr. Ludwick will continue as a Director of the company. On October 30, 1996, the company announced that David L. House has been named Chairman, President and Chief Executive Officer of Bay Networks, Inc. Mr. Severino will continue as a Director of the company. 3 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 thereunto duly authorized. BAY NETWORKS, INC. By /s/ William J. Ruehle -------------------------- William J. Ruehle Executive Vice President and Chief Financial Officer (Authorized Officer and Principal Financial Officer) Date: October 31, 1996