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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 25, 1998.
REGISTRATION NO. 333-31621
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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BAY NETWORKS, INC.
(Exact name of Registrant as specified in its charter)
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DELAWARE 04-1916246
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4401 GREAT AMERICA PARKWAY
SANTA CLARA, CA 95054
(408) 988-2400
(Address, including zip code, and telephone
number, including area code, of
Registrant's principal executive
offices)
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JOHN J. POGGI, JR.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
BAY NETWORKS, INC.
4401 GREAT AMERICA PARKWAY, SANTA CLARA, CA 95054
(408) 988-2400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
ROB G. SEIM BRUCE E. SCHAEFFER, ESQ.
Vice President and Corporate Controller DIANNE B. SALESIN, ESQ.
Bay Networks, Inc. Gray Cary Ware & Freidenrich LLP
4401 Great America Parkway 400 Hamilton Avenue
Santa Clara, CA 95054 Palo Alto, CA 94301
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Approximate date of commencement of proposed sale to the public: July
18, 1997.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box: [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ] ____
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ] ____
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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DEREGISTRATION OF SECURITIES
The 6,407,393 shares (the "Shares") of Common Stock, $0.01 par value
per share, of Bay Networks, Inc. (the "Company") registered on the Registration
Statement on Form S-3 (File No. 33-31621) (the "Registration Statement") were
issued in a private transaction related to the Company's acquisition of all of
the outstanding stock of Rapid City Communications ("Rapid City") pursuant to a
merger of a newly formed, wholly-owned subsidiary of the Company with and into
Rapid City (the "Acquisition"). The Company agreed to register the Shares under
the Securities Act of 1933, as amended (the "Securities Act") and to use its
best efforts to cause the registration statement covering the Shares to remain
effective until the earlier of (i) such time as each of the Selling Shareholders
(as defined in the Registration Statement) may sell all of the Shares held by
him, her or it without registration pursuant to Rule 144 under the Securities
Act within a three-month period; (ii) such time as all of the Shares have been
sold by the Selling Shareholders; or (iii) one (1) year following the closing of
the Acquisition on June 25, 1997. As of June 25, 1998, each of the Selling
Shareholders may sell all of the Shares held by him, her or it without
registration pursuant to Rule 144 under the Securities Act, subject to
compliance with the requirements set forth therein, within a three-month period.
Therefore, the Company hereby amends the Registration Statement to withdraw from
registration all 6,407,393 Shares under the Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 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 the 25 day of June, 1998.
BAY NETWORKS, INC.
By: /s/ John J. Poggi, Jr.
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John J. Poggi, Jr.
Vice President, General Counsel
and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement has been signed below
on June 25, 1998 by the following persons in the capacities indicated.
SIGNATURE TITLE
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/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)
/s/ David J. Rynne
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David J. Rynne Executive Vice President and Chief Financial
Officer (Principal Financial Officer)
/s/ Rob G. Seim
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Rob G. Seim Vice President and Corporate Controller
(Principal Accounting Officer)
/s/ Arthur Carr
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Arthur Carr Director
/s/ Shelby H. Carter, Jr.
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Shelby H. Carter, Jr. Director
/s/ Kathleen Ann Cote
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Kathleen Ann Cote Director
/s/ John S. Lewis
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John S. Lewis Director
/s/ Benjamin F. Robelen
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Benjamin F. Robelen Director
/s/ Paul J. Severino
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Paul J. Severino Director