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) March 28, 1998
CYLINK CORPORATION
(Exact name of registrant as specified in its charter)
California 0-27742 95-3891600
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
910 Hermosa Court
Sunnyvale, California 94089
(Address of principal executive offices)
(408) 735-5800
(Registrant's telephone number, including area code)
Item 2. Acquisition of Disposition of Assets
Pursuant to that certain Asset Purchase Agreement, dated March 27, 1998,
as amended, between P-Com, Inc., a Delaware corporation, and Cylink Corporation,
on March 28, 1998, the Registrant transferred all of the assets and accounts
payable, as defined in the agreement, excluding accounts receivable, of its
Wireless Communications Group to P-Com, Inc. On April 1, 1998, accounts
receivable of the Wireless Communications Group were transferred to P-Com, Inc.
Consideration for this asset purchase was $60.5 million, subject to final
closing adjustments, consisting of $46.0 million in cash and a promissory note
in the amount of $14.5 million due 100 days after closing.
Item 7. Financial Statements and Exhibits
(b) Pro Forma Financial Information.
The disposition of the Wireless Communications Group is fully reflected
in the consolidated financial statements and notes thereto in the
Registrant's 1997 Form 10-K filed March 31, 1998.
(c) Exhibits.
2.4 Asset Purchase Agreement, dated as of March 13, 1998, by and
between P-Com, Inc., and Cylink Corporation.
2.5 Amendment to the Asset Purchase Agreement, dated as of March 13,
1998, by and between P-Com, Inc., and Cylink Corporation.
2.6 Amendment No. 2 to the Asset Purchase Agreement, dated as of
March 27, 1998, by and between P-Com, Inc., and Cylink
Corporation.
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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.
Dated: April 13, 1998 CYLINK CORPORATION
By: /s/ JOHN H. DAWS
---------------------------
John H. Daws
Vice President of Finance
and Administration and
Chief Financial Officer
(Duly Authorized Officer and
Principal Financial Officer)
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