-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ct/cLPsUpg/lbDHAaGjFM0fLRPtQGUNsPJcsy+j/GKFWd3hD6MzMCMIbW47l69vq j5WJzH5MhTyXqpnAPM9eKg== 0000891618-99-001655.txt : 19990421 0000891618-99-001655.hdr.sgml : 19990421 ACCESSION NUMBER: 0000891618-99-001655 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990405 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: XYLAN CORP CENTRAL INDEX KEY: 0000914698 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 954433911 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-27764 FILM NUMBER: 99597350 BUSINESS ADDRESS: STREET 1: 26679 W AGOURA ROAD CITY: CALABASAS STATE: CA ZIP: 91302 BUSINESS PHONE: 8188803500 8-K 1 FORM 8-K FOR THE PERIOD 04/05/99 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 5, 1999 ------------------------------- XYLAN CORPORATION - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) CALIFORNIA 0-27764 95-4433911 - ---------------------------------------- ------------------------------------- ------------------------------------- (State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification incorporation) Number)
26679 WEST AGOURA ROAD CALABASAS, CALIFORNIA 91302 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (818) 880-3500 ---------------------- 2 ITEM 1. CHANGES IN CONTROL OF REGISTRANT. On April 5, 1999, Alcatel, a French company, through its wholly-owned indirect subsidiary, Zeus Acquisition Corp., a California corporation ("Zeus"), together with 2,814,244 shares already owned by Alcatel through another subsidiary, acquired beneficial ownership of approximately 97% of the outstanding common stock of the Registrant in a tender offer to purchase all of the outstanding shares of the Registrant for $37.00 per share. The tender offer expired at 12:00 midnight, New York City time, on Friday, April 2, 1999. As of April 1, 1999, the Registrant had 45,883,572 shares of common stock outstanding. Approximately $1.7 billion from Alcatel's working capital was used to fund the purchase price paid in the tender offer. Also, on April 5, 1999, Olivier Houssin, Krish Prabhu, Martin de Prycker and Hubert de Pesquidoux, Alcatel's designees to the Registrant's board of directors, were appointed as directors of the Registrant and Robert C. Hawk and Trude Taylor resigned as directors of the Registrant. As a consequence, Alcatel controls the Registrant. Alcatel plans to merge the Registrant with Zeus by the end of April. As a result of the merger, the shares of the Registrant that were not tendered in the tender offer will be converted into the right to receive $37.00 per share in cash and the Registrant will become a wholly-owned indirect subsidiary of Alcatel. After the merger, the Registrant's common stock will be de-registered from the Nasdaq National Market System. There are no present arrangements, known to the Registrant, including any pledge by any person of securities of the Registrant or any of its parents, the operation of which may at a subsequent date result in a change of control of the Registrant. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits 2.1 Agreement and Plan of Merger among Alcatel, Zeus Acquisition Corp. and Xylan Corporation dated March 1, 1999 incorporated by reference to Exhibit (c)(1) to Alcatel and Zeus Acquisition Corp. Tender Offer Statement on Schedule 14D-1 dated March 8, 1999, as amended. 2 3 SIGNATURE 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. XYLAN CORPORATION (Registrant) Dated: April 20, 1999 By: /s/ Dale J. Bartos --------------------------------- Name: Dale J. Bartos Title: Vice President and Chief Financial Officer (Principal Financial Officer) 3 4 EXHIBIT LIST 2.1 Agreement and Plan of Merger among Alcatel, Zeus Acquisition Corp. and Xylan Corporation dated March 1, 1999 incorporated by reference to Exhibit (c)(1) to Alcatel and Zeus Acquisition Corp. Tender Offer Statement on Schedule 14D-1 dated March 8, 1999, as amended. 4 -----END PRIVACY-ENHANCED MESSAGE-----