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

 

 

Registrant's telephone number, including area code: (603) 332-9400

Item 2. Acquisition or Disposition of Assets

Enterasys Networks, Inc. (“Enterasys” or the “Company”, formerly known as Cabletron Systems, Inc. (“Cabletron”)), previously announced a plan to spin-off Riverstone Networks, Inc. (“Riverstone”) to its stockholders. Riverstone will continue to be a provider of Internet infrastructure equipment to telecommunications service providers in the metropolitan area network. On August 6, 2001, the Company completed its spin-off of the shares of Riverstone common stock that it owned through a tax-free distribution of those shares to its stockholders at an exchange ratio of approximately 0.51 shares of Riverstone common stock for each share of Cabletron common stock.

Item 5. Other Events

Stockholder proposals intended to be presented at the Company's 2001 Annual Meeting of Stockholders must be received by the Company no later than September 3, 2001 in order to be considered by the Company's management to be included in the next annual proxy statement and related proxy materials.

If a stockholder wishing to present a proposal at the 2001 Annual Meeting of Stockholders (without regard to whether it will be included in the proxy materials for that meeting) fails to notify the Company by September 3, 2001, the proxies management receives for the meeting will confer discretionary authority to vote on any stockholder proposals properly presented at that meeting.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

The accompanying pro forma financial statements reflect the treatment of the Riverstone business as discontinued operations and were prepared consistent with Accounting Principles Board Opinion No. 30 “Reporting the Results of Operations – Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions” (“APB 30”). The revenues, costs and expenses and assets and liabilities of the Riverstone business have been segregated and reported as “Discontinued Operations” in the accompanying pro forma financial statements.

The discontinued operations financial information presented by Enterasys will differ from the information reported by Riverstone because of intercompany revenue and compensation charges resulting from stock options issued by Riverstone to non-Riverstone employees that were eliminated in consolidation.

The pro forma consolidated statements of operations for the three months ended June 2, 2001 and June 3, 2000 and the three years ended March 3, 2001, February 29, 2000 and February 28, 1999 and pro forma consolidated balance sheet at June 2, 2001, prepared consistent with APB 30, follow.

 

The accompanying pro forma consolidated balance sheet is the consolidated balance sheet as previously reported in the Form 10-Q for the period ended June 2, 2001, excluding the assets and liabilities of the Riverstone subsidiary, which are recorded as "discontinued operations". This balance sheet includes Enterasys, Aprisma Management Technologies, Inc., GlobalNetwork Technology Services, Inc. and Cabletron items, and does not reflect the balance sheet position of Enterasys as a stand-alone entity. Enterasys intends to release additional balance sheet information shortly.

 

 

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 thereunto duly authorized.