SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 3
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (DATE OF EARLIEST EVENT REPORTED) May 10, 1999
EXCEL SWITCHING CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MASSACHUSETTS
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(STATE OR OTHER JURISDICTION OF INCORPORATION)
0-23263 04-2992806
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(COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
255 INDEPENDENCE DRIVE
HYANNIS, MASSACHUSETTS 02601
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
Registrant's telephone number, including area code:
(508) 862-3000
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This Amendment No. 3 is being filed to amend the Report on Form 8-K
dated May 10, 1999 and filed with the Commission on May 25, 1999, as amended by
Amendment No. 1 on Form 8-K/A, dated May 10, 1999 and filed with the Commission
on July 23, 1999 and as further amended by Amendment No. 2 on Form 8-K/A, dated
May 10, 1999 and filed with the Commission on July 29, 1999 (as amended, the
"Report"). This Amendment No. 3 is being filed to add Exhibit 99.6 (Consolidated
Financial Statements of Excel Switching Corporation as of December 27, 1997 and
December 31, 1998 and the unaudited Consolidated Financial Statements of Excel
Switching Corporation as of March 31, 1999) to the Report. No other changes to
the Report are being made.
Generally accepted accounting principles do not allow for the
restatement of historical financial statements for a pooling of interests
transaction until results that include post-merger activity have been issued.
The Company has previously filed as Exhibit 99.4 (Supplemental Consolidated
Financial Statements of Excel Switching Corporation as of December 27, 1997 and
December 31, 1998 and the unaudited Supplemental Consolidated Financial
Statements of Excel Switching Corporation as of March 31, 1999) which present
supplemental financial statements reflecting the transaction as if Excel and
RAScom had operated as one entity since inception. On August 16, 1999, the
Company filed with the Commission a Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999. This report presented results that included
post-merger activity. Accordingly, the supplemental financial statements
described above can now be reflected as the Company's historical financial
statements. Exhibit 99.6 updates the financial statements originally presented
in Exhibit 99.4 by removing the supplemental designation of the financial
results and by modifying the Notes to Consolidated Financial Statements for
subsequent events that have occurred since the date of auditors' report.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
EXHIBIT
NO. DESCRIPTION
2.1 Agreement and Plan of Merger and Reorganization dated as of
April 15, 1999, by and among Excel Switching Corporation,
Racepoint Acquisition Corp., RAScom, Inc., the shareholders
of RAScom, Inc. and Mark B. Galvin as Indemnification
Representative (filed as Exhibit 2.1 to the original Report
on Form 8-K dated May 10, 1999 and filed with the
Commission on May 25, 1999 and hereby incorporated by
reference).
2.2 Amendment No. 1 to the Agreement and Plan of Merger and
Reorganization dated as of May 7, 1999, by and among Excel
Switching Corporation, Racepoint Acquisition Corp., RAScom,
Inc., those shareholders of RAScom, Inc. that are
signatories thereto, and Mark B. Galvin as Indemnification
Representative (filed as Exhibit 2.2 to the original Report
on Form 8-K dated May 10, 1999 and filed with the
Commission on May 25, 1999 and hereby incorporated by
reference).
4.1 Escrow Agreement dated as of May 10, 1999, by and among
Excel Switching Corporation, Racepoint Acquisition Corp.,
RAScom, Inc., State Street Bank and Trust Company, the
shareholders of RAScom, Inc. and Mark B. Galvin as
Indemnification Representative (filed as Exhibit 4.1 to the
original Report on Form 8-K dated May 10, 1999 and filed
with the Commission on May 25, 1999
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and hereby incorporated by reference).
4.2 Side Letter Agreement dated as of May 10, 1999 by and among
Excel Switching Corporation, Racepoint Acquisition Corp.,
RAScom, Inc., State Street Bank and Trust Company and Mark
B. Galvin as Indemnification Representative (filed as
Exhibit 4.2 to the original Report on Form 8-K dated May
10, 1999 and filed with the Commission on May 25, 1999 and
hereby incorporated by reference).
4.3 Registration Rights Agreement, dated as of May 10, 1999,
between the shareholders of RAScom that are signatories
thereto and Excel Switching Corporation (filed as Exhibit
4.3 to the original Report on Form 8-K dated May 10, 1999
and filed with the Commission on May 25, 1999 and hereby
incorporated by reference).
23.1 Consent of Arthur Andersen LLP (filed herewith).
27.1 Restated Financial Data Schedule for the fiscal years 1996,
1997 and 1998 and for the three months ended March 28, 1998
and March 31, 1999 (filed as Exhibit 27.1 to the Report on
Form 8-K/A dated May 10, 1999 and filed with the Commission
on July 23, 1999 and hereby incorporated by reference).
99.1 Press Release of Excel Switching Corporation, dated May 11,
1999, announcing the consummation of the Merger (filed as
Exhibit 99.1 to the original Report on Form 8-K dated May
10, 1999 and filed with the Commission on May 25, 1999 and
hereby incorporated by reference).
99.2 Press Release of Excel Switching Corporation dated April
15, 1999 announcing the acquisition of RAScom, Inc. by
Excel Switching Corporation (filed as Exhibit 99.1 to the
Report on Form 8-K, dated April 15, 1999 and filed with the
Commission on April 23, 1999).
99.3 Consolidated Financial Statements of RAScom, Inc. and
Subsidiary as of December 31, 1998 and the unaudited the
Consolidated Financial Statements of RAScom, Inc. and
Subsidiary as of March 31, 1999 (filed as Exhibit 99.3 to
the Report on Form 8-K/A dated May 10, 1999 and filed with
the Commission on July 23, 1999 and hereby incorporated by
reference).
99.4 Exhibit 99.4 to the Report on Form 8-K/A dated May 10,
1999 and filed with the Commission on July 23, 1999 has
been superceded by Exhibit 99.6 to this Report on Form
8-K/A filed herewith and is no longer applicable.
99.5 Unaudited Supplemental Quarterly Consolidated Statements of
Income for Excel Switching Corporation for each of the four
fiscal quarters for the fiscal year ended December 31, 1998
(filed as Exhibit 99.5 to the Report on Form 8-K/A dated
May 10, 1999 and filed with the Commission on July 29, 1999
and hereby incorporated by reference).
99.6 Consolidated Financial Statements of Excel Switching
Corporation as of December 27, 1997 and December 31, 1998
and the unaudited Consolidated Financial Statements of
Excel Switching Corporation as of March 31, 1999 (filed
herewith).
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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.
EXCEL SWITCHING CORPORATION
Dated: August 26, 1999 By: /s/ CHRISTOPHER STAVROS
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Christopher Stavros
Vice President and General Counsel
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
2.1 Agreement and Plan of Merger and Reorganization dated as of April
15, 1999, by and among Excel Switching Corporation, Racepoint
Acquisition Corp., RAScom, Inc., the shareholders of RAScom, Inc.
and Mark B. Galvin as Indemnification Representative (filed as
Exhibit 2.1 to the original Report on Form 8-K dated May 10, 1999
and filed with the Commission on May 25, 1999 and hereby
incorporated by reference).
2.2 Amendment No. 1 to the Agreement and Plan of Merger and
Reorganization dated as of May 7, 1999, by and among Excel
Switching Corporation, Racepoint Acquisition Corp., RAScom, Inc.,
those shareholders of RAScom, Inc. that are signatories thereto,
and Mark B. Galvin as Indemnification Representative (filed as
Exhibit 2.2 to the original Report on Form 8-K dated May 10, 1999
and filed with the Commission on May 25, 1999 and hereby
incorporated by reference).
4.1 Escrow Agreement dated as of May 10, 1999, by and among Excel
Switching Corporation, Racepoint Acquisition Corp., RAScom, Inc.,
State Street Bank and Trust Company, the shareholders of RAScom,
Inc. and Mark B. Galvin as Indemnification Representative (filed as
Exhibit 4.1 to the original Report on Form 8-K dated May 10, 1999
and filed with the Commission on May 25, 1999 and hereby
incorporated by reference).
4.2 Side Letter Agreement dated as of May 10, 1999 by and among Excel
Switching Corporation, Racepoint Acquisition Corp., RAScom, Inc.,
State Street Bank and Trust Company and Mark B. Galvin as
Indemnification Representative (filed as Exhibit 4.2 to the
original Report on Form 8-K dated May 10, 1999 and filed with the
Commission on May 25, 1999 and hereby incorporated by reference).
4.3 Registration Rights Agreement, dated as of May 10, 1999, between
the shareholders of RAScom that are signatories thereto and Excel
Switching Corporation (filed as Exhibit 4.3 to the original Report
on Form 8-K dated May 10, 1999 and filed with the Commission on May
25, 1999 and hereby incorporated by reference).
23.1 Consent of Arthur Andersen LLP (filed herewith).
27.1 Restated Financial Data Schedule for the fiscal years 1996, 1997
and 1998 and for the three months ended March 28, 1998 and March
31, 1999 (filed as Exhibit 27.1 to the Report on Form 8-K/A dated
May 10, 1999 and filed with the Commission on July 23, 1999 and
hereby incorporated by reference).
99.1 Press Release of Excel Switching Corporation, dated May 11, 1999,
announcing the consummation of the Merger (filed as Exhibit 99.1 to
the original Report on Form 8-K dated May 10, 1999 and filed with
the Commission on May 25, 1999 and hereby incorporated by
reference).
99.2 Press Release of Excel Switching Corporation dated April 15, 1999
announcing the acquisition of RAScom, Inc. by Excel Switching
Corporation (filed as Exhibit 99.1 to the Report on Form 8-K, dated
April 15, 1999 and filed with the Commission on April 23, 1999).
99.3 Consolidated Financial Statements of RAScom, Inc. and Subsidiary as
of December 31, 1998 and the unaudited Consolidated Financial
Statements of RAScom, Inc. and Subsidiary as of March 31, 1999
(filed as Exhibit 99.3 to the Report on Form 8-K/A dated May 10,
1999 and filed with the Commission on July 23, 1999 and hereby
incorporated by reference).
99.4 Exhibit 99.4 to the Report on Form 8-K/A dated May 10, 1999 and
filed with the Commission on July 23, 1999 has been superceded by
Exhibit 99.6 to this Report on Form 8-K/A filed herewith and is no
longer applicable.
99.5 Unaudited Supplemental Quarterly Consolidated Statements of Income
for Excel Switching Corporation for each of the four fiscal
quarters for the fiscal year ended December 31, 1998 (filed as
Exhibit 99.5 to the Report on Form 8-K/A dated May 10, 1999 and
filed with the Commission on July 29, 1999 and hereby incorporated
by reference).
99.6 Consolidated Financial Statements of Excel Switching Corporation as
of December 27, 1997 and December 31, 1998 and the unaudited
Consolidated Financial Statements of Excel Switching Corporation as
of March 31, 1999 (filed herewith).