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) January 17, 1997
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Newbridge Networks Corporation
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(Exact name of registrant as specified in its charter)
Canada 1-13316 98-0077506
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
600 March Road, Kanata, Ontario, Canada K2K 2E6
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (613) 591-3600
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(Former name or former address, if changed since last report)
(Exhibit index located on page 3)
(Page 1 of 6)
Item 2. Acquisition or Disposition of Assets
On January 17, 1997 Newbridge Networks Corporation ("Newbridge") acquired all of
the outstanding shares of Ungermann-Bass Networks, Inc. ("UB Networks") from
Tandem Computers Inc. The aggregate consideration paid at closing was
US$118,000,000, which included cash acquired of US$9,000,000 and adjustments for
repayment of advances from Tandem of US$13,000,000, for a net purchase price
paid at closing of approximately US$96,000,000. The purchase price is subject to
certain post closing adjustments. The total consideration was paid in cash from
the cash reserves of Newbridge. The acquisition will be accounted for as a
purchase.
UB Networks is a major supplier of network hardware and software products,
including the GeoLAN family of enterprise and workgroup products. UB Networks
is headquartered in Santa Clara, California.
Item 7. Financial Statements, Pro Forma Financial Information And Exhibits
c) Exhibits
Exhibit 99.1 Press Release of Registrant, dated December 19, 1996,
announcing the Registrant's agreement to purchase UB
Networks.
Exhibit 99.2 Press Release of Registrant, dated January 21, 1997,
announcing the completion of the Registrant's
agreement to purchase UB Networks.
(Page 2 of 6)
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 thereunto duly authorized.
NEWBRIDGE NETWORKS CORPORATION
(Registrant)
Date: January 31, 1997 By: /s/ Kenneth B. Wigglesworth
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Kenneth B. Wigglesworth,
Vice President,
Chief Financial Officer
EXHIBIT INDEX
Page No.
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99.1 Press Release of Registrant, dated December 19, 1996,
announcing the Registrant's agreement to purchase
UB Networks................................................4
99.2 Press Release of Registrant, dated January 21, 1997,
announcing the completion of the Registrant's agreement
to purchase UB Networks....................................6
(Page 3 of 6)