1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 18, 1997.
REGISTRATION NO. 33-93512
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------
BAY NETWORKS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 3661 04-1916246
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Classification Identification No.)
incorporation or Number)
organization)
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)
----------
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:
ROBIN G. SEIM BRUCE E. SCHAEFFER, ESQ.
Vice President and Corporate Controller DIANNE B. SALESIN, ESQ.
Bay Networks, Inc. Gray Cary Ware & Freidenrich
4401 Great America Parkway A Professional Corporation
Santa Clara, CA 95054 400 Hamilton Avenue
Palo Alto, CA 94301
----------
Approximate date of commencement of proposed sale to the public: July 27,
1995
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, 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. [ ]
================================================================================
2
DEREGISTRATION OF SECURITIES
The 3,591,318 shares (the "Shares") of Common Stock, $.01 par value per
share, of Bay Networks, Inc. (the "Company") registered on the Registration
Statement on Form S-3 (File No. 33-93512), as amended (the "Registration
Statement") were issued in a private transaction related to the Company's
acquisition of all of the outstanding stock of Centillion Networks, Inc.
("Centillion") pursuant to a merger of a newly formed, wholly-owned subsidiary
of the Company with and into Centillion (the "Acquisition"). The Company agreed
to register the Shares under the Securities Act of 1933, as amended and to use
its best efforts to cause the registration statement covering the Shares to
remain effective for up to two years following the closing of the Acquisition on
May 15, 1995. Since two years have passed since the closing of the Acquisition,
the Company hereby amends the Registration Statement to withdraw from
registration all 3,591,318 Shares under the Registration Statement.
3
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 18th day of July, 1997.
BAY NETWORKS, INC.
By: /S/ JOHN J. POGGI, JR.
-------------------------------
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 July 18, 1997 by the following persons in the capacities indicated.
SIGNATURE TITLE
--------- -----
/S/ DAVID L. HOUSE President, Chief Executive Officer
- -------------------------------------- and Chairman of the Board of
David L. House Directors (Principal Executive
Officer)
/S/ DAVID J. RYNNE Executive Vice President and Chief
- -------------------------------------- Financial Officer (Principal
David J. Rynne Financial Officer)
/S/ ROBIN G. SEIM Vice President and Corporate
- -------------------------------------- Controller (Principal Accounting
Robin G. Seim Officer)
/S/ ARTHUR CARR Director
- --------------------------------------
Arthur Carr
/S/ SHELBY H. CARTER, JR. Director
- --------------------------------------
Shelby H. CARTER, Jr.
/S/ KATHLEEN ANN COTE Director
- --------------------------------------
Kathleen Ann Cote
/S/ JOHN S. Lewis Director
- --------------------------------------
John S. Lewis
/s/ ANDREW K. LUDWICK Director
- --------------------------------------
Andrew K. Ludwick
- -------------------------------------- Director
Benjamin F. Robelen
/s/ RONALD V. SCHMIDT Director
- --------------------------------------
Ronald V. Schmidt
/S/ PAUL J. SEVERINO Director
- --------------------------------------
Paul J. Severino