1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 November 9, 1998 (November 4, 1998) ---------------------------------------------------- Date of report (Date of earliest event reported) Telco Systems, Inc. ---------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 0-12622 94-2178777 -------------------- -------------------- ----------------- (State or Other Juris- (Commission File No.) (IRS Employer diction of Incorporation) Identification No.) 68 Nahatan Street Norwood, Massachusetts 02062 ----------------------------------------------------- (Address of Principal Executive Offices and Zip Code) (781) 551-0300 ---------------------------------------------------- (Registrant's telephone number, including area code) 2 ITEM 5. OTHER EVENTS This Current Report on Form 8-K/A amends the Company's Current Report on Form 8-K dated November 4, 1998 to replace the audited historical financial statements filed therein with the following definitive audited historical financial statements of the Company, a copy of which is attached as an exhibit hereto and incorporated by reference herein: Consolidated Balance Sheets as of August 30, 1998 and August 31, 1997 and the related Consolidated Statements of Operations, Shareholders' Equity and Cash Flows for each of the three years ended August 30, 1998. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits Exhibit 23.1 Consent of Independent Auditors Exhibit 99.1 Definitive Consolidated Financial Statements and Schedule of the Company as of August 30, 1998 and 1997 and for each of the three years in the period ended August 30, 1998 and report of independent auditors 2 3 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's duly authorized signatory. Dated: November 9, 1998 TELCO SYSTEMS, INC. By: /s/ William J. Stuart ------------------------------------------------- Name: William J. Stuart Title: Vice President and Chief Financial Officer 3