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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
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                                    FORM 10-K

            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                    For the fiscal year ended March 31, 1999

                                       OR

            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
            For the transition period from __________ to ___________

                        Commission file number 000-12734

                        STANFORD TELECOMMUNICATIONS, INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                        94-2207636
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification No.)

                 1221 Crossman Avenue                       94089
                 Sunnyvale, California                   (Zip Code)
                 (Address of principal
                  executive offices)

               Registrant's telephone number, including area code:
                                 (408) 745-0818

           Securities registered pursuant to section 12(b) of the Act:
                                      None

           Securities registered pursuant to section 12(g) of the Act:
                                  Common Stock
                          Common Stock Purchase Rights
                                (Title of Class)

Indicate by check mark whether the registrant: (l) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                        Yes   X        No
                            -----        -----
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[X]      Indicate by check mark if disclosure of delinquent filers pursuant to
         Item 405 of Regulation S-K is not contained herein, and will not be
         contained, to the best of registrant's knowledge, in definitive proxy
         or information statements incorporated by reference in Part III of this
         Form 10-K or any amendment to this Form 10-K.

As of May 28, 1999, the aggregate market value of voting stock held by
non-affiliates of the registrant, based on the closing sale price of such stock
on the Nasdaq National Market, was $244,237,507. Shares of Common Stock held by
each officer, director and ten percent stockholder of the registrant, except for
Kopp Investment Advisors, Inc., have been excluded in that such persons may be
deemed to be affiliates. This determination of affiliate status is not
necessarily a conclusive determination for other purposes.

The number of shares of the registrant's Common Stock outstanding on June 23,
1999 was 13,157,284.

Documents Incorporated by Reference

Portions of the registrant's Annual Report to Stockholders for the fiscal year
ended March 31, 1999 (the "Annual Report to Stockholders"), are incorporated by
reference in Parts II and IV of this Form 10-K. Portions of the definitive proxy
statement for the Annual Meeting of Stockholders held on June 23, 1999 (the
"Proxy Statement"), are incorporated by reference in Part III of this Form 10-K.
<PAGE>

                                     PART I

ITEM 1.  BUSINESS

         Stanford Telecommunications, Inc. ("Stanford Telecom" or the "Company")
designs, manufactures, and markets advanced digital communications products and
systems to establish or enhance communications via satellites, terrestrial
wireless and cable. The Company's technical strengths include: system design,
communication waveforms, modulation and demodulation techniques, ASIC design,
Radio Frequency (RF) antennas and downconverters, software and firmware,
Asynchronous Transfer Mode (ATM) design and advanced manufacturing techniques
and processes.

     The Company was incorporated in California in 1973 and reincorporated in
Delaware in 1988. The Company's fiscal year ending March 31, 1999 is comprised
of one 14-week quarter (quarter ended June 30, 1998) and three 13-week quarters,
each of which ends on the Thursday closest to the corresponding calendar quarter
end. The Company's fiscal year 1998 consisted of four 13-week quarters. For
convenience, the Company has presented its fiscal year as ending on March 31.
Fiscal year 1999 ended on April 1, 1999.

     On June 22, 1999, Stanford Telecom entered into an Agreement and Plan of
Merger (the "Merger Agreement") with Newbridge Networks Corporation, a Canadian
corporation ("Newbridge"), and Saturn Acquisition Corp., a Delaware corporation
and a wholly owned subsidiary of Newbridge ("Merger Sub"), which provides for
the acquisition of the Company by Newbridge in a tax-free, stock-for-stock
exchange. Pursuant to the Merger Agreement, Merger Sub will be merged with and
into Stanford Telecom (the "Merger"), and Stanford Telecom will become a wholly
owned subsidiary of Newbridge. See "--Proposed Newbridge Acquisition."


BASE BUSINESS DISCUSSION

During fiscal 1999 Stanford Telecom's base business resumed its growth, achieved
solid operating income and recorded record high bookings. In May 1999 the
Company was awarded a five year contract for providing critical services to
facilitate meeting near-term and long term telecommunication requirements within
the Federal Aviation Administration (FAA). The contract is expected to grow to
approximately $100 million over 5 years. Stanford Telecom's base business in
digital telecommunications continues to support a wide variety of customers and
contracts.

Stanford Telecom's ground equipment supports many of the Department of Defense
high priority satellites including military communications satellites such as
Defense Satellite Communications System (DSCS III) and MILSTAR, as well as
Global Positioning Systems (GPS), the military/civil navigation satellite
system.

DSCS OPERATIONAL CONTROL SYSTEM (DOCS3)

Stanford Telecom continues to provide critical on-site operations and
maintenance support, software support, integrated logistic support, training and
depot support services for the U.S. Army's DSCS program under a five year
contract called DSCS Operations Control System Support Services (DOCS3).
Stanford Telecom has been performing critical services in support of DSCS for
the U.S. Government since 1981.

The DOCS is a complex collection of network management and control subsystems
that are used as tools for managing DSCS ground station and space communication
payload assets. The DSCS must be operated and maintained at peak efficiency and
maximum availability as it is often the only means of communication with
deployed forces.

Over the past two years the Government has issued individual task orders for
system adaptation tasks. These tasks often require hardware and/or software
enhancements and modifications to extend the life expectancy of the system. The
addition of these tasks to the base contract makes DOCS3 the largest single
contract at Stanford Telecom.

                                      -3-
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GLOBAL BROADCAST SERVICES (GBS)

The U.S. Government counterpart to Direct Broadcast Satellite (DBS) television
is the Global Broadcast Service. This military satellite system operates in the
Ka- and Ku-bands using special payloads on UFO Follow-on Satellites. Stanford
Telecom provides the uplink terminals termed the Primary Injection Point (PIP)
and Tactical Injection Point (TIP) terminals.

During the past year, Stanford Telecom integrated and delivered two Global
Broadcast Service (GBS) Primary Injection Points terminals, under subcontract to
Raytheon Information Systems Company. The first system, installed in Wahiawa,
Hawaii, provides broadcast services to U.S. military facilities and deployed
forces in the Pacific region over Ka-band transponders on-board the F8 UltraHigh
Frequency (UHF) Follow-on (UFO) satellite. The second PIP, installed in Norfolk,
Virginia, is also operational and supports the GBS in the Atlantic region via
the F9 UFO satellite. The third PIP will be installed this summer in Sigonella,
Italy.

Stanford Telecom was recently awarded options to design, manufacture, and
deliver the initial Transportable Injection Point for the GBS program. The TIP,
comprised of a Transportable Satellite Broadcast Manager and a Transportable
Theater Injection terminal, will be installed on High Mobility MultiWheeled
Vehicles (HMMWV) and provide GBS uplink capability from deployed locations
worldwide. Stanford Telecom anticipates additional TIP orders during fiscal
2000.

DIGITAL SATELLITES TERMINALS (DST)

The DST Satellite communications terminals differ from many other satellite
terminals in that they operate with both military X-band satellites and
commercial C- and Ku-band communications satellites.

The Company continues to design, manufacture and deliver commercial earth
stations that offer highly reliable communications over military and commercial
satellite systems operating in C-, X-, and Ku-bands. During the past year
Stanford Telecom delivered 2.4, 4.6, and 7.3 meter versions of the INTELSAT type
approved earth stations in support of commercial and military operational
requirements worldwide. The Company anticipates expanding our current
transportable and fixed earth station product line with specialized systems that
provide reception and dissemination of commercial remote sensing imaging
products.

REPLACEMENT SATELLITE CONFIGURATION CONTROL ELEMENT (RSCCE)

During fiscal 1999, Stanford Telecom was awarded a production contract for the
manufacture, test and installation of the Replacement Satellite Configuration
Control Element (RSCCE), a critical component of the U.S. Army's Defense
Satellite Communications System (DSCS). The RSCCE system developed by the
Company completed formal acceptance and operational testing in December 1998.

The Company's RSCCE provides satellite commanding and telemetry monitoring and
processing capabilities to the U.S. Army at the DSCS Operations Centers located
worldwide. The production contract also includes an additional development phase
during which the system will be enhanced to provide operational capabilities
requested by the customer. The Government also intends to award a contract to
Stanford Telecom to produce an additional seven operational databases required
by the system to support the current fleet of DSCS satellites.

This program is scheduled to last about four years and will culminate with the
installation of 18 RSCCE systems in late 2002 and 2003.

Stanford Telecom has been performing critical services in support of DSCS for
the U.S. Government for 18 consecutive years. Award of this production contract
continues the long history of Stanford Telecom's uninterrupted support to the
DSCS Program.

                                      -4-
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RBATSON SATELLITE COMMAND SYSTEMS

The U.S. Army Communications Electronics Command (CECOM) exercised a major
production option on the Replacement BATSON (RBATSON) program during fiscal
1999. The RBATSON program, originally awarded to the Company in December 1996,
is a technology insertion effort, which replaces 1970's era BATSON cryptographic
security equipment for DSCS ground control stations with new form, fit, and
function replacement units. The RBATSON system (KI-34) consists of two
components, the KIG-34 and the KIT-34, and new Maintenance Test Equipment (MTE),
also known as the KT-43A.

The Company is now under contract to produce and deliver 17 additional RBATSON
units (KIG-34s and KIT-34s) and 2 KT-43, and their associated spares. CECOM also
approved two engineering change proposals, which increase the capabilities of
the MTE.

GPS BLOCK IIF SATELLITE TEST SYSTEM

Stanford Telecom is under contract to deliver a state-of-the-art factory test
system to Boeing North American for use in factory testing of the next
generation Global Positioning System (GPS) Block IIF satellites. The system
consists of a combination of modern Commercial-Off-The-Shelf test equipment and
Stanford Telecom designed GPS equipment. Specially developed Stanford Telecom
software controls the equipment and digitally processes measurement data to
provide extremely accurate determination of critical satellite parameters. The
test set is fully automated to significantly reduce satellite test time and to
reduce the effect of "human error" in the measurement process.

ATMOSPHERIC SENSING SYSTEMS

The Company has developed a new type of atmospheric turbulence monitoring
instrument that measures the strength and rate of change of atmospheric
turbulence. The measurements are essential for the design of systems with
applications that depend on the ability to bring light to a sharp focus. In
particular, the measurements are essential to those that use the technique known
as adaptive optics to partially cancel the distorting effects of the atmosphere.

The Company has a dedicated facility on the grounds of the George Washington
University Northern Virginia Campus for the development and test of new optical
and RF atmospheric sensing systems. This facility includes an astronomical
observation center including a weather station and a local operations center for
collection and processing of atmospheric data.


MILSTAR INSTRUMENTED CALIBRATION TERMINAL (MILSTAR ICT)

The Company has recently delivered three transportable MILSTAR Instrumented
Calibration Terminals to Lockheed Martin to conduct on-orbit tests of the
MILSTAR satellites at various locations throughout the world. This terminal is
based on the Company's proprietary MILSTAR Transportable Terminal System. The
terminal will be able to test both the current MILSTAR I and the soon to be
launched next generation MILSTAR II satellites.

MICROWAVE SIGNAL PRODUCTS

The Company is developing wide bandwidth, GHz-rate microwave products for
high-data rate communications and high-resolution radars.

Stanford Telecom completed the first two production phases of the synthesizer
for the Army's SCAMP Portable MILSTAR Satellite Terminal. The synthesizer is a
key component of this satellite terminal. Since it will be used by soldiers in
the field, the terminal must be lightweight and run on battery power for
extended periods. Using cost effective commercial manufacturing practices, the
Company was recently authorized to proceed with the third phase of the contract
along with options, extending this contract though fiscal 2001.

                                      -5-
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DIRECT DIGITAL CHIRP SYNTHESIZER

The STEL-2375 is being used to support customer requirements in diverse
applications such as commercial automotive test equipment and state-of-the-art
radars for missiles and aircraft. The chip is implemented in high-speed GaAs
technology to run at a leading edge rate of 1 GHz clock rate.

DIRECT DIGITAL SYNTHESIZER (DDS)

The STEL-9944 builds on our earlier success with our STEL-2373 DDS Synthesizer
that has been designed into aircraft radars such as the F-18 and the newer F-22.
The STEL-9944 developed for the SM-II Missile program is now in full production
having successfully passed its engineering pre-production phase.

NASA TRACKING AND DATA RELAY SATELLITES (TDRSS)

Stanford Telecom supports NASA in its major communications satellite program,
the Tracking and Data Relay Satellite that provides communication to the Space
Shuttle. The Company continues its 22 years of support to NASA's Tracking and
Data Relay Satellite System including both systems engineering services and
hardware and software development, which includes:

Low Power Programmable Transceiver (LPT): The LPT utilizes innovative
state-of-the-art technology to develop a multifunctional low power space based
transceiver. One version of the LPT integrates GPS with the transceiver.

Software Programmable Advanced Receiver (SPAR): The SPAR applies advanced signal
processing into a software-programmable radio that provides highly flexible
communication support across a broad range of signaling formats, spread-spectrum
operations, and integrated tone ranging.

The SPAR has successfully supported two Titan IV-B launches where it is used to
receive signals from the Inertial Upper Stage (IUS). On its last mission it
stayed in lock and tracked telemetry though the thermal roll maneuvering of the
rocket, a period when dropout of the signal due to antenna misalignment was
expected to cause the SPAR to lose signal lock. The SPAR's performance has been
highly praised by NASA.

Third Generation Beamforming System (TGBFS): The TGBFS, which will be
operational in 1999, will provide low-cost, ground-based beamforming of
TDRSS-phased array signals for emerging users of NASA's Demand Access System.
The TGBFS applies state-of-the-art optical and digital processing with
applicability to smart, adaptive antennas.

Space Station Early Communication System: ECOMM is an S-band receiver that
provides a spread-spectrum, command and telemetry data link, and a high-rate
video conferencing link for International Space Station astronauts. Two ECOMM
terminals are currently deployed on the Space Station.

NEXT GENERATION GPS SIGNAL DESIGN

The Company also supports the U.S. Government in the Global Positioning System
(GPS), the U.S. satellite navigation system. The Company is working with the Air
Force through Boeing Corporation to investigate candidate signals for the next
generation GPS signal structure. The U.S. Administration recently announced that
the next generation GPS signal would include both new civil and military
signals. Stanford Telecom is helping to design these signals.

                                      -6-
<PAGE>

BROADBAND DIGITAL COMMUNICATIONS USING CABLE

This past year has seen the start of volume deployments of modems for high-speed
data over Hybrid-Fiber-Coax or HFC with over 1 million modems installed. The
Company has experienced a significant increase in its sales of our Cable Headend
Burst Demodulator family of products. We are also having success with design
wins for our latest HFC product, the STEL-2176 that combines the upstream and
downstream physical layer into a single ASIC. Sales of our STEL-1109 upstream
modulator and STEL-2105 QPSK demodulator also increased.

With the start of deployment of high-speed internet access over cable with
services such as Road Runner and @Home, the cable modem business appears to be
growing rapidly. Products offered by the Company are selling well into many
applications including set-top boxes, cable telephony, and cable internet
access.

Stanford Telecom offers the STEL-9257 Hybrid-Fiber-Coax Burst Demodulator for
applications at the head-end of cable modem systems. This product represents the
latest of five generations of field proven Stanford Telecom products selling to
customers worldwide. This year has seen significant shipments to domestic
customers as well as new design wins in Europe where the DVB standard compliance
and field proven performance of the STEL-9257 are important selling advantages.

The STEL-2176 Cable Modem subscriber ASIC is a high performance, fully
integrated Physical Layer or PHY and Forward Error Correction (FEC) solution for
HFC cable applications. It is standards compliant with both U.S. and European
standards. It receives 16/64/256 QAM signals and transmits QPSK/16 QAM signals.
It is especially attractive to customers who want to combine it with their own
Media Access Control (MAC) functions to maintain proprietary performance and
cost advantages.

VSAT MODEMS

Sales of VSAT components were delayed during fiscal 1999 due to the financial
crisis in Asia. We have taken advantage of this time to better match our new
product to market requirements and have introduced the new STEL-9261 VSAT modem.

Satellite communications continues to march toward higher levels of integration
and lower cost. Our latest entrant in this market, the STEL-9261, adds several
important features to serve the needs of satellite system integrators with a
high performance, high reliability solution. With the addition of these
features, our 52 MHz to 88 MHz input modem will now cover FEC rates 3/4 and 7/8
as well as the more traditional rate 1/2 coding. The M & C capability of the
product was also enhanced.

Our STEL-9258 L-band digital QPSK demodulator printed circuit board has been
enhanced by the addition of a fixed 70 MHz version that opens up new
opportunities. Our low cost design and attractive pricing structure should help
enable renewed revenue growth for this product.

FEDERAL AVIATION ADMINISTRATION

Stanford Telecom has been supporting the FAA for the past 20 years. This past
year we have provided support in the following areas:

-    Communication: Supported the development of requirements for the
     modernization of the FAA's Operation Network.

-    Automation: Supported planning and engineering for the upgrading of the
     Enroute Automation System.

-    Surveillance: Supported planning and engineering for the upgrading of the
     surveillance automation processing subsystem.

-    Security: Supported planning and engineering for the security of the NAS
     Automated System.

-    Navigation: Supported the Satellite National Testbed.

                                      -7-
<PAGE>
FAA TELECOMMUNICATIONS

Just after the close of our fiscal year, the FAA announced that Stanford Telecom
was the winner of a major FAA Telecommunications Services Contract (FTSC)
competition. This contract is expected to grow to approximately $100 million
over 5 years.

Under this contract, Stanford Telecom's Communication Systems Integration (CSI)
Group will provide engineering support to the FAA's Telecommunications
Integrated Product Team (TIPT). These engineering efforts will be focused on
support to the continued effective operation of the existing networks as well as
planning and supporting the implementation of network modernization to allow the
FAA to meet the challenges of the 21st century. The FAA's TIPT is responsible
for providing the communications infrastructure essential to the accomplishment
of the FAA's mission.

STANFORD WIRELESS BROADBAND SUBSIDIARY

The Company is focusing significant resources on wireless broadband
communications using microwave frequencies. There are two separate but closely
related wireless broadband communications systems: Multichannel Multipoint
Distribution System (MMDS), sometimes called wireless cable operating in the 2.5
GHz frequency band, and the wider bandwidth Local Multipoint Distribution System
(LMDS) that operates in the 28-31 GHz frequency region. The FCC completed the
auction of the LMDS frequencies in March 1998.

WIRELESS BROADBAND PRODUCTS

The Company increased its investment in the development of a product line of
modems and service interface cards that will enable wireless delivery of
high-speed data and telephony services to commercial and residential customers.
Our product line supports a true point-to-multipoint architecture which uses
large TDM downstream channels and smaller bandwidth-on-demand upstream channels
to provide ATM transport of multimedia services to small-to-medium sized
businesses and home offices. A complete product line has been developed which
offers both data and a variety of telephony services. The simplest customer
premise product suitable for the small office provides a single 10Mbps data line
and two analog telephone connections. More sophisticated users can be provided
with additional capability of up to two data lines and eight T1 (or E1)
connections for a single user. Our family of wireless broadband products are
capable of operating over a wide range of frequencies with programmable data
rates.

Technology demonstrations and field trials using prototype hardware and software
were successfully completed during fiscal 1999. At year-end, hardware
development was essentially complete, with low volume production deliveries
under way for initial deployments in Canada, Europe, and the United States. Our
customers forecast a rapid acceleration of production orders in fiscal 2000.
Software development is essentially complete, with a period of final testing and
evaluation planned for the first quarter of fiscal 2000.

Strong market interest continues in both the United States and offshore. We have
responded to several opportunities with our partners and expect that we will see
strong market expansion in Europe, Latin and South America, and Asia. In the
U.S., a significant consolidation of spectrum holders took place after the
completion of the auction process, and it now appears that the major LMDS
spectrum holders are dedicated to begin nationwide deployment. On the MMDS
front, two national interexchange carriers have acquired spectrum that will
allow them to deploy wireless data and telephony networks in many regions
throughout the U.S. This acquisition is seen as a very positive development for
the MMDS industry and will likely result in deployment decisions later this
year.

LMDS/MMDS PRODUCT LINE

The Company has developed an extensive and very flexible product line for LMDS
and MMDS equipment to support both telephony and high-speed Internet access.
These products include headend and subscriber equipment and network management
systems.

                                      -8-
<PAGE>

HEADEND EQUIPMENT

STEL-11450 Air Interface Unit (AIU). The AIU comes in both LMDS and MMDS
configurations and is populated with a:

-    STEL-11560 Air Interface Control Card which provides the Internet access
     via high-speed fiber OC-3 connection.

-    STEL-11500 Air Interface Modem (AIM) card which provides both upstream and
     downstream modulation/demodulation. Up to 12 AIM cards are supported.

-    STEL-11550 Telephony Interface Card. Each of the cards provides up to 8 T1s
     or E1s.

CUSTOMER PREMISES GATEWAY PRODUCTS

-    STEL-11370 Dual Ethernet Rack Mounted Unit. The base unit provides a
     chassis with motherboard supporting 2 Ethernet ports. Each unit can have a
     variety of daughter cards added to enable various telephony services:

         - STEL-11310 Single T1 or STEL-11340 Single E1

         - STEL-11320 Eight T1 or STEL-11350 Eight E1

         - STEL-11330 Basic Rate ISDN

-    STEL-11050. Small Office/Residential Unit. This is a small "Set top box"
     unit which has one Ethernet port and up to 2 POTS connections.

NETWORK MANAGEMENT SYSTEM

The STEL UNIX based software resides in a Sun Workstation for the Air Management
Unit (AMU) and on an HP Workstation for the Network Manager. Software has been
developed that will support element management of all of the STEL Products on an
HP Openview platform. The System provisions telephone numbers, configures the
system elements, and monitors fault status.

COMMERCIAL ELECTRONIC CONTRACT MANUFACTURING

Stanford Telecom maintains a high-volume, high-quality and low-cost contract
manufacturing capability. Our manufacturing capability provides highly
competitive contract manufacturing for other companies as well as our own
products.

The Company is distinguished as one of the few ISO 9001 certified contract
manufacturers of printed circuit boards, chassis, and systems. Further evidence
of our high quality standards is the fact that we have manufactured Class III
medical products for the past five years.

The Company has an extensive array of automated assembly equipment for surface
mount and through-hole technologies and has recently added equipment for the new
ball grid array (BGA) technology. This equipment is complimented by automated
in-circuit and functional test equipment.

In order to increase quality, manufacturing efficiencies, and provide real-time
status, we have incorporated a paperless Work-In-Process (WIP) and on-line
Statistical Process Control (SPC) systems that provide Internet access to our
customers.

                                      -9-
<PAGE>
GENERAL

         Manufacturing

         Stanford Telecom's products are generally manufactured from standard
components, its proprietary ASICs and other components or subsystems produced to
the Company's specifications. Most of the Company's current products contain
microprocessors for which proprietary software is designed and tested by the
Company's engineers. The Company does not have a semiconductor foundry or
fabrication facility. For the production of ASICs, the Company contracts with
companies that have foundry capability, including American Microsystems, Inc.,
EBV Technologies, Lucent Technologies, Triquint Semiconductor and Zilog,Inc.

         In many cases only a single source is available for specific
components, and thus there is a risk of delay in delivering finished systems
within contractual schedules. The Company attempts to minimize this risk by
securing second sources, finding alternate technologies to perform the same
function and maintaining adequate inventories of single source components. To
date, the Company has experienced no material adverse impact due to component
unavailability, product returns or contract renegotiations. Many of the
Company's products are covered by a 90-day to one-year warranty under which the
Company will repair or replace defective parts. To date, warranty expense has
not been significant.

         Marketing and Customers

         The Company markets its products and services to agencies of the U.S.
Government, prime contractors to these agencies and an increasing number of
commercial customers. The Company's marketing is conducted by its management and
technical staff, and in the case of its commercial business, domestic and
international sales representatives are also utilized. The Company's marketing
efforts for its government business consist of responding to requests for
proposals and solicitations for bids from U.S. Government agencies or prime
contractors to these agencies and direct marketing of its off-the-shelf,
standardized products. The Company markets its ASICs and commercial products
primarily through its direct sales personnel consisting of 6 full-time
employees, 26 independent sales representative locations covering the U.S. and
Canada and 43 other independent sales representative offices covering other
international territories. The Company also places advertisements for commercial
products, particularly its Wireless Broadband (LMDS/MMDS) and ASIC products, in
a number of trade magazines and participates in trade shows and industry
symposiums. In some cases, the major communication system integrators who are
pursuing wireless broadband opportunities market the Company's' products
directly to the service providers. The Company may be requested to support these
marketing activities from time to time.

         During fiscal years 1999, 1998 and 1997 approximately 64%, 62% and 59%,
respectively, of the Company's revenues were attributable to contracts with
numerous agencies of the U.S. Government. No single contract accounted for more
than 10% of revenues during fiscal years 1999, 1998 or 1997. Some of the
Company's U.S. Government sales are made under letter contracts in which the
final contract price is agreed upon after work has begun. To date, the Company
has had a small amount of revenue from international customers. Such sales are
often subject to U.S. State Department approval and export license requirements.

         Competition

         Competition is intense among providers of digital telecommunications
equipment, products and services. In the Company's government business,
competitors include major defense contractors, telecommunications equipment and
electronics firms, and systems integrators, most of which have significantly
greater financial, marketing and operating resources than the Company, as well
as broader product lines and technological capabilities. As a result of reduced
defense spending by the U.S. and other governments, competition has become more
intense in the Company's government business. Although no single competitor
competes with the Company in all of its product lines, a number of competitors
such as Harris Corporation, Loral-Space, Lockheed-Martin, TRW, BDM, Hughes, CSC,
Broadcom Corporation, Hitachi, and Rockwell International compete with the
Company in various market segments. Certain of the Company's customers have
technological capabilities in the Company's product areas and could choose to
develop and manufacture certain products themselves rather than purchase from
suppliers such as the Company. As the
                                      -10-
<PAGE>

Company continues to transition to more commercial business, it expects to face
new and increasing competition with respect to its commercially oriented
products and services. The Company believes that, in its highly specialized
technical environment, price, performance, reputation, reliability, on-time
delivery and customer support are the primary competitive factors among
companies having similar technical capabilities.

         Backlog and Bookings

         Funded backlog includes: (i) projects and orders covered by signed
contracts for which the government has specifically allocated funding; and (ii)
purchase orders from commercial customers. The Company's backlog is largely
attributable to agencies of the U.S. Government. In the case of certain
long-term contract awards, the U.S. Government typically makes the funds
available over the life of the contract as opposed to the time of the contract
award. In such cases the Company reports as funded bookings only the amount of
the funds specifically allocated and the resultant backlog as funded backlog.
The Company does not include unexercised options in backlog. The Company's
funded bookings for fiscal 1999 and 1998 were $174.4 million and $163.0 million,
respectively, and the Company's backlog at the end of fiscal 1999 and 1998 was
$102.6 million and $93.6 million, respectively. At March 31, 1999 backlog from
the Company's government and commercial businesses were approximately $75.5
million and $27.1 million, respectively. There can be no assurance that funded
backlog will be completed and booked as revenue. The Company's contracts
typically contain contingency provisions permitting termination by the customer
at any time. Cancellation of pending contracts or termination or reductions of
contracts in progress may have a material adverse effect on the Company's
results of operations.

         Research and Development

         The telecommunications industry is characterized by rapid technological
change, requiring a continuous effort to enhance existing products and develop
new products. The Company believes that its continued success depends in large
part on its ability to develop new and enhanced digital telecommunications
products. The Company conducts extensive research, development and engineering
activities with the objective of developing products and systems that provide
for cost-effective, digital wireless telecommunications and high-quality
satellite communications. Since its inception, the Company has developed a
number of innovative and proprietary digital telecommunications technologies
through a combination of customer and internally funded research and
development. Company-funded expenditures for research and development including
bid and proposal activities for fiscal years 1999, 1998, and 1997 were
approximately $14.1 million, $13.6 million and $11.9 million, respectively,
which represented 8.5%, 8.9%, and 7.1% of total revenues, respectively.

         The Company's revenues have historically been derived primarily from
performing contract research and development and engaging in limited production
contracts with agencies of the U.S. Government and their prime contractors. As a
result, a substantial portion of the digital telecommunications research and
development performed by the Company since its inception has been funded by its
customers and recorded as revenues by the Company. Accordingly, the cost of
performing this customer-funded research and development is included in "Costs
of Revenues" in the Company's financial statements.

         The Company continually seeks to develop new products for commercial
applications to leverage its leading digital telecommunications technologies
that have been funded through many military and government research and
development contracts since the early 1970's. Over the last two years, the
Company has significantly increased its level of independent research and
development expenditures. This increase is necessary to successfully develop
competitive products for the commercial telecommunications market, particularly
in the field of wireless broadband communications. During fiscal year 1999
approximately $9.8 million, or 70% of the Company's R&D was invested in these
strategic commercial initiatives. The Company has applied much of its research
and development expenditures to commercial products and initiatives in the areas
of wireless and cable broadband communications.

                                      -11-
<PAGE>

         Employees

         As of March 31, 1999, the Company employed 1,023 full-time and 21
part-time employees and 11 professional consultants. Of the full-time employees,
594 are in technical operations, 117 in manufacturing operations, 139 in
management, 104 professional non-technical, and 69 in support positions. The
majority of the Company's employees are highly skilled technical personnel.
Several are nationally known leaders in the field of digital telecommunications.
Over 598 employees hold advanced degrees, including approximately 34 with
doctoral degrees. None of the employees are represented by a labor union and the
Company has never had a work stoppage. The Company believes its employee
relations to be good. Due to the nature of the Company's business, a large
number of its technical employees must obtain security clearances from the U.S.
Government, which limits the available pool of eligible candidates for such
positions to those who can satisfy prerequisites for such clearances.

         Patents and Proprietary Rights

         The success of the Company's business depends in part upon its ability
to protect trade secrets, obtain or license patents and operate without
infringing on the rights of others. Although the Company has obtained patents
covering certain of its technologies, it believes that the ownership of patents
has not generally been a significant factor in its government business and that
its success depends primarily on innovative skills, technical competence, and
the marketing and managerial abilities of its personnel. The Company relies on a
combination of trade secrets, copyrights, patents, nondisclosure agreements and
technical measures to protect its proprietary rights in its products and
technology. Such protection may not preclude competitors from developing
products with features similar to the Company's products. The Company believes
that patents will play an increasingly important role in its commercial
business. The Company has received or filed for approximately 80 patents with
the U.S. Patent and Trademark Office. The Company expects it will continue to
aggressively pursue additional patents to protect its intellectual property. The
Company requires its employees to execute proprietary rights and nondisclosure
agreements and to maintain the confidentiality of the Company's proprietary
information.

         Government Regulation

         The Company's operations are subject to compliance with regulatory
requirements of federal, state and local authorities, including regulations
concerning employment obligations and affirmative action, workplace safety and
protection of the environment. In addition, many of the Company's products and
proposed products are or will be subject to various regulations including
regulations promulgated by the Federal Communications Commission, the FAA and
the DoD. While compliance with applicable regulations has not adversely affected
the Company's operations in the past, there can be no assurance that the Company
will continue to be in compliance in the future or that these regulations will
not change.

         In addition, the Company must comply with detailed government
procurement and contracting regulations and with U.S. Government security
regulations, including those necessary to maintain required facility clearances.
Certain of these regulations carry substantial penalty provisions for
nonperformance or misrepresentation in the course of negotiations. Failure of
the Company to comply with its government procurement, contracting or security
obligations could result in penalties or suspension of the Company from
government contracting, which would have a material adverse effect on the
Company's results of operations.

         The Company is required to maintain a U.S. Government facility
clearance at most of its locations. This clearance could be suspended or revoked
if the Company is found not to be in compliance with applicable security
regulations. Any such revocation or suspension would delay the Company's
delivery of its products to customers. Although the Company has adopted policies
designed to assure its compliance with applicable regulations and there have
been no suspensions or revocations of any of its facilities, there can be no
assurance that the approved status of the Company's facilities will continue
without interruption.

                                      -12-
<PAGE>
PROPOSED NEWBRIDGE ACQUISITION

         On June 22, 1999 Stanford Telecom entered into the Merger Agreement
with Newbridge and Merger Sub, which provides for the acquisition of the Company
by Newbridge in a tax-free, stock-for-stock exchange. Pursuant to the Merger
Agreement, Merger Sub will be merged with and into Stanford Telecom, and
Stanford Telecom will become a wholly owned subsidiary of Newbridge.

         Consummation of the Merger is subject to certain conditions, including
the following:

         -    approval by Stanford Telecom's stockholders at a special meeting
              of stockholders, to be called for the purpose of voting on the
              Merger (the "Special Meeting");

         -    Stanford Telecom having entered into a definitive agreement or
              agreements to sell certain business units (the "Non-Core Assets")
              to one or more third party buyers for an aggregate purchase price
              which will result in after-tax net cash proceeds to Stanford
              Telecom of not less than $102 million;

         -    regulatory approvals; and

         -    other customer conditions.

The Non-Core Assets to be sold to one or more third party buyers consist of the
Company's operations in Satcom Ground Systems, Communications Systems
Integration, Applied Technology Operation, Advanced Communications Systems and
Manufacturing & Quality Assurance.

In the Merger, for each share of Stanford Telecom common stock, the Stanford
Telecom stockholders will receive Newbridge common shares with a value equal to
(a) $30, subject to potential adjustment if the market price of the Newbridge
common shares is less than $24, and (b) an amount based upon a formula which
includes the proceeds from the sale of the Non-Core Assets (the "Contingent
Value"). The value of the Newbridge shares to be received by the STel
stockholders will be based on the average price of the Newbridge common shares
during the 10 trading day period ending on the fifth trading day preceding the
Special Meeting. The Contingent Value may be as high as $5; however, it is
possible that the after-tax net cash proceeds from the sale of the Non-Core
Assets may result in the Contingent Value being minimal. In no event will the
Contingent Value be less than $0.

If the Non-Core Assets have not been sold by the closing of the Merger, then the
Contingent Value will become payable following completion of the sale of the
Non-Core Assets. In such event, at the time of the Merger, Newbridge and a
rights agent will enter into a Contingent Value Rights Agreement and the
Stanford Telecom stockholders will receive a certificate to evidence their
right to the Contingent Value, which right will not be transferable.

Pursuant to the Merger Agreement, Stanford Telecom has granted Newbridge an
option to acquire a non-exclusive license to the Company's wireless broadband
technology (the "Technology Option Agreement"), which option would be
exercisable at $69 million if a third party acquired control of Stanford
Telecom. Also pursuant to the Merger Agreement, Stanford Telecom has granted
Newbridge an option to purchase unissued shares of Stanford Telecom common stock
equal to 19.9% of the issued and outstanding Stanford Telecom common stocks
(the "Stock Option Agreement"), at $35 per share, upon the occurrence of certain
events which could give rise to a termination of the Merger Agreement.

Certain officers and directors of the Company have entered into voting
agreements with Newbridge providing that they will vote, in their capacity as
stockholders, in favor of the adoption of the Merger Agreement and approval of
the Merger.

The foregoing summaries of certain principal terms of the Merger Agreement,
Technology Option Agreement, Stock Option Agreement and voting agreements are
not complete and are qualified in their entirety by reference to the agreements.
Copies of the Merger Agreement, Technology Option Agreement and Stock Option
Agreement and the form of the voting agreements are filed as Exhibits to the
Company's Current Report on Form 8-K dated June 22,
                                      -13-
<PAGE>
1999, and are incorporated herein by this reference. The form of the Contingent
Value Rights Agreement that may be entered into between Newbridge and a rights
agent, under the circumstances described above, also is filed as an Exhibit to
the Form 8-K.

FORWARD LOOKING AND CAUTIONARY STATEMENTS

In the interest of providing the Company's shareholders and potential investors
with certain Company information, including management's assessment of the
Company's future potential, certain statements set forth herein (a) contain or
are based on projections of revenue, income, earnings per share and other
financial items or (b) relate to management's future plans, expectations,
objectives or to the Company's future economic performance. Such statements are
"forward-looking statements" within the meaning of Section 27A(i) of the
Securities Act of 1933, as amended, and in Section 21E(i) of the Securities
Exchange Act of 1934, as amended.

Although any forward-looking statements contained herein or otherwise expressed
by or on behalf of the Company are to the knowledge and in the judgment of the
officers and directors of the Company, expected to prove true and to come to
pass, management is not able to predict the future with absolute certainty.
Accordingly, shareholders and potential investors are hereby cautioned that
certain events or circumstances could cause actual results to differ materially
from those projected or predicted. In addition, forward-looking statements are
based on management's knowledge and judgment as of the date such statements are
made, and the Company does not intend to update any forward-looking statements
to reflect events occurring or circumstances existing thereafter.

In particular, the Company believes that the following factors could impact
forward-looking statements made herein or in other written or oral releases and
by hindsight, prove such statements to be overly optimistic and unachievable:

1. Future revenues on government contracts, including contracts in progress, are
subject to reduction or cancellation without prior notice at the convenience of
the U.S. Government. Budgetary constraints and changes in spending priorities in
government agencies such as the Department of Defense, NASA, and the FAA in the
past have resulted in sudden program changes, reductions or cancellations and
such conditions are expected to continue.

2. The Company has in the past accepted fixed price development commitments for
both government and commercial contracts. Although the Company attempts to bid
fixed price development contracts at an amount above the expected costs of
development and production, the Company has from time to time experienced
significant cost overruns which cannot be recovered from the customer. The
Company may in the future experience material cost overruns which could
adversely affect operating results over the life of the program.

3. The Company's basic strategy is to employ its technology in wireless
telecommunications and digital signal processing in the commercial environment,
generally as components or subsystems in the product or service offerings for
large telecommunications companies. The transition from a government contracts
focus to commercial development will expose the Company to certain business
risks not previously encountered. Of greatest significance will be the success
of the Company's customers in marketing the products or services for which the
Company provides key technology components, or subsystems. A successful product
development effort will not produce meaningful long-term revenues or profits for
the Company unless its customer obtains market acceptance of its end product or
service. Factors such as system price, competitive pressures, consumer demand
and the like will impact the customer's and the Company's level of commercial
success. In addition, even if a product or service achieves commercial success,
the Company will experience the continued risk that the customer will develop or
obtain lower cost alternatives to the Company's products or technical solutions.

4. Most of the Company's material contracts are awarded to the Company with
options to extend the contracts. A contracting party's decision regarding the
options particularly in the case of government contracts, can be based on
numerous factors, events and circumstances which may be outside the control of
the contracting party and which are difficult to predict. For example a change
in government priorities, budgets and or technologies. The Company has little or
no control over whether these options are exercised.
                                      -14-
<PAGE>

5. The Company's Commercial Manufacturing Division enjoyed significant growth in
revenues between 1993 and 1997. In 1998 and 1999 revenues were approximately
$25.5 million and $27.0 million respectively. There can be no assurance that
revenues will be maintained at the 1998 or 1999 levels. The Division provides
manufacturing services to producers of electronics and medical products on
either an inventory consignment or turnkey basis. The contract manufacturing
business is subject to wide swings in demand, is price sensitive and extremely
competitive. In addition, to the extent inventory is purchased in anticipation
of future contracts, the failure to obtain such contracts can lead to a
reduction in the value of such inventory. The Company's Commercial Manufacturing
Division does not generally operate with long-term contracts and is often
required to bid each new job even for its existing customers.

6. Many of the components incorporated in the Company's commercial products,
including all semiconductor components, are purchased from third party vendors.
Certain key components are sole sourced. From time to time, the Company may
experience significant delays in component availability, including delays
created by the Y2K problem, which could adversely impact the Company's ability
to make timely deliveries to its customers. Such events could cause expected
revenues to be delayed and the possible loss of future orders.


ITEM 2.  PROPERTIES

The Company's headquarters and principal engineering and manufacturing
facilities are currently located in four adjacent buildings in Sunnyvale,
California where it leases approximately 172,000 square feet. The Company's
Sunnyvale facility leases will expire in December 2000. The leases contain
options for renewal under terms and conditions to be negotiated at the time of
expiration. The Company also leases the following premises, primarily for the
performance of study, system engineering and hardware contracts:

                  Location                 Appx. Sq. Ft.   Expiration of lease
                  --------                 -------------   -------------------

         Reston, Virginia                    84,000               2008
         Colorado Springs, Colorado          46,400               2002
         Ashburn, Virginia                   39,900               2008
         Annapolis Junction, Maryland        30,900               2003
         Lowell, Massachusetts               15,300               2001
         Seabrook, Maryland                  11,300               2001
         Tinton Falls, New Jersey             8,000               2002

On August 17, 1998, the Company entered into an Agreement to Lease relating to
approximately 100,800 square feet of a building that is currently under
construction in Colorado Springs, Colorado. The premises are expected to be
available for occupancy during the second quarter of fiscal year 2000. In
connection with the Agreement to Lease, the Company signed a Lease for the
premises which will become effective on the Rent Commencement Date (as defined
in the Agreement to Lease). The Agreement to Lease and the Lease are filed as
Exhibits to this Form 10-K.

The Company believes its current facilities, together with the new Colorado
Springs facility, are suitable and adequate for the Company's operations over
the next fiscal year.

ITEM 3.  LEGAL PROCEEDINGS

The Company is involved from time to time in litigation incidental to its
business. Management believes that the outcome of current litigation will not
have a material adverse effect on its financial position or results of
operations.

                                      -15-
<PAGE>

In December 1996, the Company filed an action against Broadcom Corporation
alleging that certain Broadcom products infringe a digital modulator patent
owned by the Company. The Company and Broadcom have entered into a settlement
agreement, under which Broadcom has made a substantial one-time payment to the
Company, in the form of a license fee, and Broadcom has been granted a
non-exclusive license to the Company's current patents and patent applications
relating to transmitter or receiver technology and designs and inventions
capable of use over a coaxial cable transmission medium. Each of the parties has
agreed to dismiss all claims and counterclaims that were filed against the
other.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Inapplicable.



CORPORATE OFFICERS OF THE COMPANY

Set forth below are the names and ages of the executive officers of the Company,
their principal occupations at present and for the past five years, certain
directorships held by each, and the term of office with the Company.

Dr. James J. Spilker, Jr. (age 65), a co-founder of the Company, has been
Chairman of the Board since 1983. He served as President and Chief Executive
Officer of the Company from August 1981 to June 1995. Since June 1995, Dr.
Spilker also has been serving as Principal Scientist for the Company.

Dr. Val P. Peline (age 68) was elected as a Director of the Company in October
1985. Dr. Peline joined the Company as its President and Chief Executive Officer
effective June 5, 1995. Dr. Peline served as President of the Electronic Systems
Group, a division of Lockheed Corp., from 1987 until he retired from such
position in March 1995. Dr. Peline had been President of the Lockheed Space
Division from 1984 to March 1987.

Mr. Leonard Schuchman (age 62) was elected as a Director of the Company in April
1985. Mr. Schuchman joined the Company in January 1976 and became Vice President
in February 1977. He is responsible for directing the Company's Communications
Systems Integration group.

Mr. Ernest L. Dickens, Jr. (age 52) joined the Company in October 1981. From
April 1990 to October 1995 he directed the Company's Government Systems Services
operation. Mr. Dickens was elected Vice President in November 1995 and currently
directs the Company's Satcom Ground Systems operation.

Mr. Bronic C. Knarr (age 53) joined the Company in November 1988. From November
1988 to April 1992 Mr. Knarr held various management positions at the Company in
support of key programs. From April 1992 to September 1995 Mr. Knarr directed
the Company's Satellite Communications operations. In September 1995 Mr. Knarr
was appointed director of the Company's Manufacturing and Quality Assurance
operation and was elected Vice President in November 1995.

Dr. John E. Ohlson (age 59) joined the Company in March 1981 as Director of
Telecommunications Programs Operations and became Vice President in January
1982. In February 1991 he was named Director of Military Ground Terminals. Dr.
Ohlson directed the Satellite Communications Group from June 1992 to November
1994. Dr. Ohlson was named as the Company's Chief Technical Officer in November
1994 and currently directs the Company's Satellite Personal Communications
operation.

Mr. Gary S. Wolf (age 48) joined the Company in May 1978 and was elected Vice
President, Chief Financial Officer, Secretary and Treasurer in December 1984. In
January 1997 he was promoted to Executive Vice President.

                                      -16-
<PAGE>

Mr. Jerome F. Klajbor (age 43) joined the Company in February 1989. Mr. Klajbor
served as a Contracts Manager for the Company from 1989 to 1991. From 1991 to
1996, Mr. Klajbor served as Director and subsequently Vice President of
Administration and Finance for the Company's Communication Navigation Systems
Operation. He was appointed Vice President and Chief Financial Officer of the
Company in January 1997.

                                      -17-
<PAGE>

                                     PART II

ITEM 5. - MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS

Incorporated by reference from page 35 of the Company's 1999 Annual Report to
Stockholders.

ITEM 6.  SELECTED CONSOLIDATED FINANCIAL DATA

Incorporated by reference from page 34 of the Company's 1999 Annual Report to
Stockholders.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Incorporated by reference from pages 17 through 22 of the Annual Report to
Stockholders.

ITEM 8.  CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Consolidated financial statements of Stanford Telecommunications, Inc. as of
March 31, 1999 and March 31, 1998 and for each of the three years in the period
ended March 31, 1999 and the report of independent public accountants thereon
are incorporated by reference from pages 23 through 33 of the Annual Report to
Stockholders. See Part IV, Item 14(a).

ITEM 9.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Inapplicable.

                                      -18-
<PAGE>

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information set forth under the caption "Election of Directors-Information
with Respect to Nominees and Directors" beginning on page 2 of the Company's
Proxy Statement relating to the 1999 Annual Meeting of Stockholders (the "Proxy
Statement") is incorporated herein by reference and made a part hereof in
response to the information required by this item. In addition, certain
information pertaining to executive officers of the Company is set forth on
pages 16-17 hereof.

ITEM 11.  EXECUTIVE COMPENSATION

The information set forth under the caption "Executive Compensation" beginning
on page 5 of the Proxy Statement is incorporated herein by reference and made a
part hereof in response to the information required by this item.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information set forth under the caption "Stock Ownership" beginning on page
12 of the Company's Proxy Statement is incorporated herein by reference and made
a part hereof in response to the information required by this item.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Inapplicable.

                                      -19-
<PAGE>

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) The following report, financial statements and other information are
incorporated by reference from the Annual Report to stockholders and form a part
of this report:

                                                          Reference Page
                                                          --------------

                                                      1999
                                                      Annual
                                                      Report        Form 10-K
                                                      ------        ---------
1. Financial Statements.

   Report of Independent Public
   Accountants                                         23

   Consolidated statements of income for
   each of the three years in the period
   ended March 31, 1999                                23

   Consolidated balance sheets at March 31, 1999
   and  March 31, 1998                                 24

   Consolidated statements of shareholders' equity
   for each of the three years in the period ended
   March 31, 1999                                      25

   Consolidated statements of cash flow for each
   of the three years in the period ended
   March 31, 1999                                      26

   Notes to consolidated financial statements          27

2. Financial Statement Schedules

   Report of Independent Public Accountants on Schedules                 25
   Schedule II - Valuation and Qualifying Accounts                       26

All other schedules have been omitted because the required information is not
present or not present in amounts sufficient to require submission of the
schedule or because the information required is included in the financial
statements or notes thereto.

With the exception of such information in the 1999 Annual Report to Stockholders
specifically incorporated herein by reference, the 1999 Annual Report to
Stockholders is not deemed "filed" as part of this report.

                                      -20-
<PAGE>

3.       Exhibits.

Exhibit Number                     Description
--------------                     -----------

2.1(10)   Agreement and Plan of Merger, dated as of June 22, 1999, by and
          between the Company, Newbridge Networks Corporation and Saturn
          Acquisition Corp.

3.1(2)    Certificate of Incorporation, as amended.

3.2       Bylaws, as amended.

4.1(6)    Rights Agreement dated as of May 9, 1995 between the Company and The
          First National Bank of Boston.

4.2       Amendment No. 1 to Rights Agreement dated June 18, 1999 between the
          Company and BankBoston, N.A. (successor to the First National Bank of
          Boston).

4.3       Agreement re. Rights of Holders of Long-Term Debt.

10.1(5)   Consolidated, Amended and Restated Deed of Lease for the premises
          located at 1761 Business Center Drive, Reston, Virginia dated October
          1, 1993 between the Company and the Variable Annuity Life Insurance
          Company.

10.2*(1)  1982 Stock Option Plan, as amended, and form of Agreements.

10.3*     1992 Employee Stock Purchase Plan, as amended.

10.4(4)   Lease dated November 19, 1992 for 480 Java Drive, Sunnyvale,
          California, 440 Moffett Park Drive, Sunnyvale, California, and 1221
          Crossman Avenue, Sunnyvale, California.

10.5(5)   Office Lease Agreement for 141 National Business Parkway, Annapolis
          Junction, Maryland dated March 1, 1993 between the Company and
          Constellation Real Estate, Inc.

10.6*(8)  1991 Stock Option Plan and form of Agreements.

10.7*(8)  Management Incentive Plan.

10.8(8)   Credit Agreement dated December 5, 1996 between the Company and Bank
          of America National Trust and Savings Association (the "Credit
          Agreement").

10.9(9)   Second Amendment to the Credit Agreement dated December 12,1997.

10.10(9)  Office lease Agreement for 45145 Research Place, Ashburn, Virginia
          dated June 17, 1997 between the Company and Opus East, LLC a Delaware
          limited liability company.

10.11(9)  Rider No. three (3) to consolidated, amended and restated deed of
          lease agreement dated May 15, 1998, between the Company and A&A
          Fairfax Four L.L.C.

10.12     Third Amendment to the Credit Agreement dated August 24, 1998.

10.13     Fourth Amendment to the Credit Agreement dated December 18, 1998.

                                      -21-
<PAGE>

10.14     Agreement to Lease Office and Manufacturing Facility dated August 17,
          1998 between the Company and Cherokee Equities, LLC a Colorado limited
          liability company, as amended by First Addendum Agreement to Lease.

10.15     Lease dated August 17, 1998, between the Company and Cherokee
          Equities, LLC a Colorado limited liability company

13.1(7)   Excerpts from the Annual Report to Stockholders for the fiscal year
          ended March 31, 1999.

21.1      Subsidiaries

23.1      Consent of Arthur Andersen LLP, independent public accountants.

24.1      Power of Attorney (included on the signature pages hereof).

27.1      Financial Data Schedule

---------------------------

*Compensatory Plan

(1)  Incorporated by reference from the Company's Annual Report on Form l0-K for
     the fiscal year ended March 31, 1987.

(2)  Incorporated by reference from the Company's Annual Report on Form l0-K for
     the fiscal year ended March 31, 1989.

(3)  Incorporated by reference from the Company's Annual Report on Form l0-K for
     the fiscal year ended March 31, 1992.

(4)  Incorporated by reference from the Company's Annual Report on Form l0-K for
     the fiscal year ended March 31, 1993.

(5)  Incorporated by reference from the Company's Registration Statement on Form
     S-1, No. 33-72720.

(6)  Incorporated by reference from the Company's Registration Statement on Form
     8-A, dated May 24, 1995.

(7)  Only those portions of the Annual Report to Stockholders that are
     specifically incorporated by reference in this form 10-K are included in
     this exhibit.

(8)  Incorporated by reference from the Company's Annual Report on Form 10-K for
     the fiscal year ended March 31, 1996.

(9)  Incorporated by reference from the Company's Annual Report on Form 10-K for
     the fiscal year ended March 31, 1998.

(10) Incorporated by reference from the Company's Current Report on Form 8-K
     dated June 22, 1999, filed on June 25, 1999.

Reports of Form 8-K

No Current Reports on Form 8-K were filed by the Company with the Securities and
Exchange Commission during the last quarter of the period covered by this Form
10-K.

                                      -22-
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, thereunto duly authorized.

                                             STANFORD TELECOMMUNICATIONS, INC.


Dated: June 24, 1999                         /s/ James J. Spilker, Jr.
                                             --------------------------------
                                             James J. Spilker, Jr.
                                             Chairman of the Board

                               POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James J. Spilker, Jr. and Jerome F. Klajbor and
each of them, as his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Form 10-K and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or either of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
         Signature                                  Title                                       Date
         ---------                                  -----                                       ----

<S>                                         <C>                                              <C>
/s/ James J. Spilker, Jr.                   Chairman of the Board                            June 24, 1999
-----------------------------
James J. Spilker, Jr.


/s/ Val P. Peline
-----------------------------               President (Principal Executive                   June 28, 1999
Val P. Peline                               Officer) and Director


/s/ Jerome F. Klajbor
-----------------------------               Chief Financial Officer                          June 28, 1999
Jerome F. Klajbor                           (Principal Financial
                                            and Accounting Officer)




/s/ Michael Berberian
-----------------------------               Director                                         June 28, 1999
Michael Berberian
</TABLE>

                                      -23-
<PAGE>

<TABLE>
<S>                                         <C>                                              <C>
/s/ John W. Brownie
-----------------------------               Director                                         June 28, 1999
John W. Brownie



/s/ Leonard Schuchman                       Vice President and Director                      June 28, 1999
-----------------------------
Leonard Schuchman


/s/ C. J. Waylan
-----------------------------               Director                                         June 28, 1999
C. J. Waylan


/s/ Robert Calafell
-----------------------------               Director                                         June 28, 1999
Robert Calafell
</TABLE>

                                      -24-
<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                                  ON SCHEDULES

To Stanford Telecommunications, Inc.:

We have audited in accordance with generally accepted auditing standards, the
financial statements included in Stanford Telecommunications, Inc.'s annual
report to stockholders incorporated by reference in this Form l0-K, and have
issued our report thereon dated May 1, 1999. Our audit was made for the purpose
of forming an opinion on those statements taken as a whole. The schedule listed
at Item 14(a)(2) is the responsibility of the Company's management and is
presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial statements. This
schedule has been subjected to the auditing procedures applied in the audit of
the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.





ARTHUR ANDERSEN LLP

San Jose, California
May 1, 1999

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<PAGE>

                                   SCHEDULE II

                        STANFORD TELECOMMUNICATIONS, INC.
                        Valuation and Qualifying Accounts
                        Three years ended March 31, 1999
                                 (In Thousands)



Allowance for doubtful accounts


         Bal. at Beg.    Charged (Credited       Bad Debts        Bal. at End
Year      of Period       back) to Expense      Written Off        of Period
----      ---------       ----------------      -----------        ---------

1997        $  920           $  135              $  (32)            $1,023
1998        $1,023           $ (290)             $  (22)            $  711
1999        $  711           $ (157)             $  (21)            $  533

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