8-K 1 b54522a2e8vk.txt ENTERASYS NETWORKS, INC. 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): April 7, 2005 ENTERASYS NETWORKS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-10228 04-2797263 (State of Other Jurisdiction (Commission File (IRS Employer Incorporation) Number) Identification No.) 50 Minuteman Road Andover, MA 01810 (Address of Principal Executive Office) (Zip Code) Registrant's telephone number, including area code: (978) 684-1000 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 220.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION On April 7, 2005, Enterasys Networks, Inc. (the "Company") issued a press release announcing its preliminary first quarter revenue and cash usage estimates (the "Press Release"). The Press Release also announced that the Company has reached a favorable settlement with an overseas tax authority with respect to a tax examination related to the Company's tax returns filed for the years 1997 through 2003. As indicated in the Press Release, the Company will host a conference call at 5 p.m. on April 7, 2005 to discuss the Company's preliminary first quarter financial results. A copy of the Press Release is being furnished as Exhibit 99.1 to this Report. The information being furnished under this Item 2.02 shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities and Exchange Act of 1934, except as shall be expressly set forth by specific reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS EXHIBITS: This exhibit is furnished pursuant to Item 12 hereof and should not be deemed to be "filed" under the Securities Exchange Act of 1934. 99.1 Press Release, dated April 7, 2005. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ENTERASYS NETWORKS, INC. Date: April 7, 2005 By: /s/ Richard S. Haak, Jr. -------------------------- Richard S. Haak, Jr. Chief Financial Officer 3 EXHIBIT INDEX EXHIBIT 99.1 PRESS RELEASE, DATED APRIL 7, 2005.