Addi,
Ejabat had over 1.3 million shares on April 30.
He just sold 15,000.
Form DEF 14A for ASCEND COMMUNICATIONS INC filed on Apr 30 1997
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
ASCEND COMMUNICATIONS, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11 (a) (2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration No.:
(3) Filing Party:
(4) Date Filed:
ASCEND COMMUNICATIONS, INC.
ONE ASCEND PLAZA
1701 HARBOR BAY PARKWAY
ALAMEDA, CALIFORNIA 94502
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 28, 1997
To the Stockholders of Ascend Communications, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Ascend
Communications, Inc., a Delaware corporation (the "Company"), will be held on
Wednesday, May 28, 1997, at 1:00 p.m. local time, at the Company's principal
executive offices located at the above-stated address, for the following
purposes:
1. To elect seven (7) members of the Board of Directors to hold office
until the 1998 Annual Meeting of Stockholders and until their
respective successors are elected and qualified.
2. To vote upon a proposal to ratify the appointment of Ernst & Young
LLP as the Company's independent auditors for the year ending
December 31, 1997.
3. To transact such other business as may properly come before the
meeting.
Stockholders of record at the close of business on April 18, 1997 are
entitled to notice of, and to vote at, this meeting and any adjournments or
postponements thereof. For ten (10) days prior to the meeting, a complete list
of the stockholders entitled to vote at the meeting will be available for
examination by any stockholder for any purpose relating to the meeting during
ordinary business hours at the Company's principal executive offices located
at the above-stated address.
By Order of the Board of Directors
/s/ ROBERT K. DAHL
Robert K. Dahl
Secretary
Alameda, California
April 30, 1997
STOCKHOLDERS ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND
RETURN IT IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE. PROXIES ARE REVOCABLE, AND
ANY STOCKHOLDER MAY WITHDRAW HIS OR HER PROXY AND VOTE IN PERSON AT THE
MEETING.
ASCEND COMMUNICATIONS, INC.
ONE ASCEND PLAZA
1701 HARBOR BAY PARKWAY
ALAMEDA, CALIFORNIA 94502
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
APRIL 30, 1997
The accompanying proxy is solicited by the Board of Directors of Ascend
Communications, Inc., a Delaware corporation (the "Company"), for use at the
Annual Meeting of Stockholders (the "Annual Meeting") to be held Wednesday,
May 28, 1997, at 1:00 p.m. local time, or any adjournment or postponement
thereof, for the purposes set forth in the accompanying Notice of Annual
Meeting of Stockholders. The date of this Proxy Statement is April 30, 1997,
the approximate date on which this Proxy Statement and the accompanying form
of proxy were first sent or given to stockholders.
GENERAL INFORMATION
Annual Report. An annual report for the year ended December 31, 1996, is
enclosed with this Proxy Statement.
Voting Securities. Only stockholders of record as of the close of business
on April 18, 1997 will be entitled to vote at the meeting and any adjournment
or postponement thereof. As of that date, there were 120,794,242 shares of
common stock of the Company, par value $0.001 per share (the "Common Stock"),
issued and outstanding. Stockholders may vote in person or by proxy. Each
holder of shares of Common Stock is entitled to one vote for each share of
Common Stock held on the proposals presented in this Proxy Statement. The
Company's bylaws provide that a majority of all of the shares of the stock
entitled to vote, whether present in person or represented by proxy, shall
constitute a quorum for the transaction of business at the Annual Meeting.
Solicitation of Proxies. The cost of soliciting proxies will be borne by the
Company. In addition to soliciting stockholders by mail through its regular
employees, the Company may request banks and brokers, and other custodians,
nominees and fiduciaries, to solicit their customers who have stock of the
Company registered in the names of such persons and will reimburse them for
their reasonable, out-of-pocket costs. The Company may use the services of its
officers, directors and others to solicit proxies, personally or by telephone,
without additional compensation. The Company also has retained Skinner & Co.,
Inc., a proxy solicitation firm, in connection with the Annual Meeting at a
cost of approximately $3,500, along with reasonable out-of-pocket expenses.
Voting of Proxies. All valid proxies received prior to the Annual Meeting
will be voted. All shares represented by a valid proxy will be voted, and
where a stockholder specifies by means of the proxy a choice with respect to
any matter to be acted upon, the shares will be voted in accordance with the
specification so made. If no choice is indicated on the proxy, the shares will
be voted in favor of the proposal. A stockholder giving a proxy has the power
to revoke his or her proxy, at any time prior to the time it is voted, by
delivery to the Secretary of the Company of a written instrument revoking the
proxy or a duly executed proxy with a later date, or by attending the Annual
Meeting and voting in person.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of March 31, 1997,
with respect to the beneficial ownership of the Company's Common Stock by (i)
each director and director-nominee of the Company, (ii) the individuals who
served as the Chief Executive Officer of the Company in 1996, and the four
other highest compensated executive officers of the Company whose salary and
bonus for the year ended December 31, 1996 exceeded $100,000, (iii) all
directors and executive officers of the Company as a group and (iv) each
person known by the Company to own more than 5% of the Company's Common Stock.
SHARES OWNED(1)
---------------------------
NAME AND ADDRESS OF NUMBER OF PERCENTAGE OF
BENEFICIAL OWNERS SHARES CLASS
------------------- --------- -------------
DIRECTORS AND EXECUTIVE OFFICERS
Mory Ejabat....................................... 1,320,622(2) 1.08%
Roger L. Evans ................................... 1,050,279(3) *
c/o Greylock Capital Limited Partnership
One Federal Street
Boston, MA 02110
Robert K. Dahl.................................... 805,599(4) *
C. Richard Kramlich............................... 238,618(5) *
c/o New Enterprise Associates
235 Montgomery Street, Suite 1025
San Francisco, CA 94104
Betsy S. Atkins................................... 167,515(6) *
James P. Lally.................................... 213,808(7) *
c/o Kleiner Perkins Caufield & Buyers
2750 Sand Hill Road
Menlo Park, CA 94025
Curtis N. Sanford................................. 616,502(8) *
Jeanette Symons................................... 1,073,765(9) *
Michael Hendren................................... 458,132(10) *
Martin Schoffstall................................ 1,600 *
Directors and executive officers as a group (15
persons).......................................... 6,748,993(11) 5.36% |
