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As filed with the Securities and Exchange Commission
on March 5, 1997
Registration No. 33-85466
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BAY NETWORKS, INC.
(Exact name of registrant as specified in its charter)
Delaware 04-2916246
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(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
4401 Great America Parkway
Santa Clara, California 95054
(Address of principal executive offices) (Zip code)
1994 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
David J. Rynne
Executive Vice President and Chief Financial Officer
Bay Networks, Inc.
4401 Great America Parkway
Santa Clara, California 95054
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (408) 988-2400
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
In this Post-Effective Amendment No. 1 to the registration
statement on Form S-8, File No. 33-85466, Bay Networks, Inc. (the "Company")
hereby amends Item 4 of said registration statement on Form S-8 in its entirety
to read as follows:
"Item 4. Description of Securities
"Not applicable. With respect to securities to be
offered to employees of the Company or Bay Networks Israel (1996)
Ltd., a subsidiary corporation of the Company, which are subject to
the securities laws of the State of Israel, the following legend shall
apply:
THE SECURITIES AUTHORITY OF THE STATE OF ISRAEL HAS
EXEMPTED BAY NETWORKS, INC. AND BAY NETWORKS ISRAEL
(1996) LTD. FROM THE REQUIREMENT UNDER ISRAELI LAW TO
OBTAIN A PERMIT WITH REGARD TO THIS FORM S-8.
NOTHING IN THE EXEMPTION GRANTED SHALL BE CONSTRUED
AS AUTHENTICATING THE MATTERS CONTAINED IN THIS FORM
S-8 OR AS AN APPROVAL OF THEIR RELIABILITY OR
ACCURACY OR AN EXPRESSION OF AN OPINION AS TO THE
QUALITY OF THE SECURITIES OFFERED HEREBY."
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this amendment to registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Santa Clara, State
of California, on March 4, 1997.
Bay Networks, Inc.
/s/ David J. Rynne
By: -------------------------------------
David J. Rynne, Executive Vice
President and Chief Financial Officer
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, this amendment to registration statement has been signed by the
following persons in the capacities indicated on March 4, 1997.
Signature Title
/s/ David L. House
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David L. House President, Chief Executive Officer and
Chairman of the Board of Directors (Principal
Executive Officer)
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Ronald V. Schmidt Executive Vice President, Chief Technology
Officer and Director
/s/ David J. Rynne
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David J. Rynne Executive Vice President and Chief Financial
Officer (Principal Financial and Accounting
Officer)
* Arthur Carr
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Arthur Carr Director
* Shelby H. Carter, Jr.
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Shelby H. Carter, Jr. Director
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Kathleen Ann Cote Director
* John S. Lewis
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John S. Lewis Director
* Andrew K. Ludwick
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Andrew K. Ludwick Director
* Benjamin F. Robelen
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Benjamin F. Robelen Director
* Paul J. Severino
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Paul J. Severino Director
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* By: /s/ Montgomery Kersten
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Montgomery Kersten
(Attorney-in-Fact)
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