<PAGE>   1
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM 10-Q

(Mark One)

[X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

                  For the quarterly period 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 0-25740

                               ACT NETWORKS, INC.
             (Exact name of registrant as specified in its charter)

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

            Delaware                                             77-0152144
  (State or Other Jurisdiction                                (I.R.S. Employer
of Incorporation or Organization)                           Identification No.)

                  188 Camino Ruiz, Camarillo, California 93012
               (Address of Principal Executive Offices) (Zip Code)

       Registrant's Telephone Number, Including Area Code: (805) 388-2474

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

   Former name, former address and former three months, if changed since last
                             report: Not Applicable


Indicate by check mark whether the registrant: (1) 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 [ ]

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.

        Yes [ ]     No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

        The number of shares outstanding of the registrant's Common Stock, as of
May 7, 1999 was 10,077,679.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None


================================================================================
<PAGE>   2
                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                               PAGE
PART I.           FINANCIAL INFORMATION                                                                      NUMBER
<S>               <C>                                                                                        <C>

Item 1.           Financial Statements

                  Condensed Consolidated Balance Sheets as of
                  March 31, 1999 and June 30, 1998................................................................3

                  Condensed Consolidated Statements of Operations
                  for the Three- and Nine-Month Periods Ended
                  March 31, 1999 and 1998.........................................................................4

                  Condensed Consolidated Statements
                  of Cash Flows for the Nine-Month Periods Ended
                  March 31, 1999 and 1998.........................................................................5

                  Notes to Condensed Consolidated
                  Financial Statements............................................................................6

Item 2.           Management's Discussion and Analysis of
                  Financial Condition and Results of Operations...................................................9

PART II.          OTHER INFORMATION

Item 1            Legal Proceedings..............................................................................14

Item 2            Changes in Securities and Use of Proceeds......................................................14

Item 3            Defaults upon Senior Securities................................................................14

Item 4            Submission of Matters to a Vote of Security Holders............................................14

Item 5            Other Information; Risk Factors................................................................14

Item 6.           Exhibits and Reports on Form 8-K...............................................................20

SIGNATURE........................................................................................................21

EXHIBIT INDEX....................................................................................................22
</TABLE>


                                       2
<PAGE>   3
                                     PART I.
                              FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

                               ACT NETWORKS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                      MARCH 31,          JUNE 30,
                                                                        1999               1998
                                                                   --------------------------------
<S>                                                                <C>                 <C>         
                                                                    (unaudited)
ASSETS
Current assets:
   Cash and cash equivalents                                       $     37,704        $     35,018
   Marketable securities - available for sale                            13,290              11,607
   Accounts receivable, less allowances of $2,073
      at March 31 and $2,030 at June 30                                  20,161              17,226
   Inventory                                                              5,819               8,829
   Prepaids and other current assets                                        961               1,786
                                                                   --------------------------------
Total current assets                                                     77,935              74,466
Plant, equipment and other improvements:
   Machinery and equipment                                                7,131               6,288
   Furniture and fixtures                                                 1,014                 992
   Computer software                                                      2,194               1,822
   Leasehold improvements                                                   704                 672
                                                                   --------------------------------
                                                                         11,043               9,774
   Accumulated depreciation and amortization                              7,731               6,031
                                                                   --------------------------------
                                                                          3,312               3,743
Goodwill and other intangibles                                            1,841               2,574
Other assets                                                                200                  55
                                                                   --------------------------------
Total assets                                                       $     83,288        $     80,838
                                                                   ================================

LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities:
   Accounts payable                                                $      4,406        $      4,538
   Accrued payroll and related benefits                                   1,189               1,743

   Other accrued liabilities                                                696               1,975
   Deferred income taxes                                                     58                  65
                                                                   --------------------------------
Total current liabilities                                                 6,349               8,321

Stockholders' equity:
   Common stock and additional paid-in capital                          105,777             101,067
   Treasury stock, at cost, 214 shares                                   (2,402)             (2,402)
   Accumulated deficit                                                  (26,436)            (26,148)
                                                                   --------------------------------
Total stockholders' equity                                               76,939              72,517
                                                                   --------------------------------
Total liabilities and stockholders' equity                         $     83,288        $     80,838
                                                                   ================================
</TABLE>


                             See accompanying notes.


                                       3
<PAGE>   4
                               ACT NETWORKS, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)


<TABLE>
<CAPTION>
                                                          THREE MONTHS ENDED                     NINE MONTHS ENDED
                                                                MARCH 31,                             MARCH 31,
                                                      -----------------------------         -----------------------------
                                                         1999               1998               1999               1998
                                                      -------------------------------------------------------------------
<S>                                                   <C>                <C>                <C>                <C>       
Net sales                                             $   15,103         $   13,007         $   41,113         $   41,338

Expenses:
   Cost of goods sold                                      6,294              5,720             17,168             18,157
   Research and development                                3,150              3,996              9,716             11,669
   Sales and marketing                                     3,894              3,820             10,185             11,619
   General and administrative                              1,847              1,660              5,258              5,444
   In-process research and development                        --                 --                 --              6,750
   Impairment and restructuring                               --                 --                607                 --
                                                      -------------------------------------------------------------------
                                                          15,185             15,196             42,934             53,639
                                                      -------------------------------------------------------------------
Loss from operations                                         (82)            (2,189)            (1,821)           (12,301)

Other:
   Gain on sale of investment                                120              4,704                120              4,704
   Interest income, net                                      540                427              1,716              1,522
                                                      -------------------------------------------------------------------

Income (loss) before income taxes                            578              2,942                 15             (6,075)
(Benefit) provision for income taxes                         (34)              (206)               144                207
                                                      -------------------------------------------------------------------
Net income (loss)                                     $      612         $    3,148         $     (129)        $   (6,282)
                                                      ===================================================================
Net earnings (loss) per share                         $     0.06         $     0.34         $    (0.01)        $    (0.68)
                                                      ===================================================================
Net earnings (loss) per share - diluted               $     0.06         $     0.33         $    (0.01)        $    (0.68)
                                                      ===================================================================
Shares used in computing net earnings (loss)
   per share                                               9,757              9,139              9,494              9,172
                                                      ===================================================================
Shares used in computing net earnings (loss)
   per share - diluted                                    10,603              9,511              9,494              9,172
                                                      ===================================================================
</TABLE>


                             See accompanying notes


                                       4
<PAGE>   5
                               ACT NETWORKS, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                       NINE MONTHS ENDED
                                                                            MARCH 31,
                                                                ----------------------------- 
                                                                    1999               1998
                                                                ----------------------------- 
<S>                                                             <C>                <C>        
OPERATING ACTIVITIES
Net loss                                                        $     (129)        $   (6,282)
Adjustments to reconcile net income (loss) to net cash
   used in operating activities:
     Depreciation and amortization                                   2,228              2,552
     Provision for accounts receivable                                 713                225
     Non-cash charges for warrants and stock options                    43                 --
     Impairment and restructuring charges                              607                 --
     Write-off of in-process research and
        development                                                     --              6,750
     Gain on sale of investment                                                        (4,704)
     Changes in operating assets and liabilities:
        Accounts receivable                                         (3,648)            (5,594)
        Inventory                                                    3,010               (777)
        Prepaids and other current assets                              825               (859)
        Accounts payable, accrued
           expenses and income taxes payable                        (2,738)              (926)
                                                                ----------------------------- 
Net cash provided by (used in) operations                              911             (9,615)

INVESTING ACTIVITIES
Purchase of marketable securities                                  (14,686)            (7,065)
Sale and maturities of marketable securities                        13,003             12,031
Proceeds from sale of stock investment                                  --              6,699
Purchase of plant, equipment and other fixed assets                 (1,269)            (2,041)
Acquisition of SourceCom Assets                                         --             (8,600)
Other assets                                                            60                  5
                                                                ----------------------------- 
Net cash provided by (used in) investing activities                 (2,892)             1,029

FINANCING ACTIVITIES
Proceeds from exercise of stock options and warrants                 4,667                 56
Purchase of treasury stock                                              --             (2,402)
                                                                ----------------------------- 
Net cash provided by (used in) financing activities                  4,667             (2,346)
Net increase (decrease) in cash                                      2,686            (10,932)
Cash and equivalents at beginning of the period                     35,018             50,948
                                                                ----------------------------- 
Cash and equivalents at end of the period                       $   37,704         $   40,016
                                                                ============================= 
</TABLE>


                             See accompanying notes


                                       5
<PAGE>   6
                               ACT NETWORKS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.      BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three and nine-month periods ended
March 31, 1999 are not necessarily indicative of the results that may be
expected for the full fiscal year or for any future period. For further
information, refer to the financial statements and footnotes thereto included in
the Company's most recent annual report on Form 10-K.

The balance sheet at June 30, 1998 has been derived from the audited financial
statements at that date but does not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.

2.      INVENTORIES

The components of inventory consist of the following (in thousands):

<TABLE>
<CAPTION>
                                       March 31, 1999        June 30, 1998
                                       --------------        -------------
<S>                                    <C>                   <C>         
Purchased parts ..............          $      2,401          $      3,643
Sub-assemblies; finished goods                 3,418                 5,186
                                        ------------          ------------
                                        $      5,819          $      8,829
                                        ------------          ------------
</TABLE>                                               

3.      NET EARNINGS (LOSS) PER SHARE

"Basic earnings per share" is based upon the weighted average number of common
shares outstanding and excludes the dilutive effect of potential common shares.
"Diluted earnings per share" is based upon the weighted average number of common
shares and dilutive potential common shares outstanding. Potential common shares
are outstanding stock options under the Company's stock option plans, which are
included under the treasury stock method, when dilutive.


                                       6
<PAGE>   7
                               ACT NETWORKS, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)


3.      NET EARNINGS (LOSS) PER SHARE (CONTINUED)

The following table sets forth the computation for basic and diluted earnings
(loss) per share (in thousands, except per share amounts):


<TABLE>
<CAPTION>
                                                                  Three months ended                Nine months ended
                                                                       March 31,                         March 31,
                                                              ---------------------------       ----------------------------
                                                                 1999             1998             1999              1998
                                                              ----------       ----------       ----------        ----------
<S>                                                           <C>              <C>              <C>               <C>        
Numerator for basic and diluted earnings (loss) per share
   - net earnings (loss) .................................    $      612       $    3,148       $     (129)       $   (6,282)
                                                              ==========       ==========       ==========        ==========
Denominator:
   Denominator for basic earnings (loss) per share -
      weighted-average shares ............................         9,757            9,139            9,494             9,172
   Effect of dilutive securities - employee stock options            846              372               --                --
                                                              ----------       ----------       ----------        ----------
Denominator for diluted earnings (loss) per share -
   adjusted weighted-average shares ......................        10,603            9,511            9,494             9,172
                                                              ==========       ==========       ==========        ==========
Basic earnings (loss) per share ..........................    $     0.06       $     0.34       $    (0.01)       $    (0.68)
Diluted earnings (loss) per share ........................    $     0.06       $     0.33       $    (0.01)       $    (0.68)
                                                              ==========       ==========       ==========        ==========
</TABLE>

4.      COMPREHENSIVE INCOME

In July, 1998, the Company adopted Statement 130, "Reporting Comprehensive
Income," which establishes new rules for the reporting and display of
comprehensive income and its components. Specifically, it requires unrealized
gains or losses on the Company's available-for-sale securities and foreign
currency translation adjustments which, prior to adoption, were reported
separately in stockholders' equity, to be included in other comprehensive
income. Prior year financial statements have been reclassified to conform to the
requirements of Statement 130. The adoption of this Statement had no impact on
the Company's net income (loss) or stockholders' equity.

The components of comprehensive income (loss) for the three months and nine
months ended March 31, 1999 and 1998 are as follows (in thousands):


<TABLE>
<CAPTION>
                                                     Three months ended                 Nine months ended
                                                          March 31,                          March 31,
                                                 ---------------------------        ----------------------------
                                                    1999             1998              1999              1998 
                                                 ----------       ----------        ----------        ----------
<S>                                              <C>              <C>               <C>               <C>        
Net income (loss)                                $      612       $    3,148        $     (129)       $   (6,282)
Unrealized gains on securities                         --                386              --                 386
Foreign currency translation adjustment                  94             (148)              (66)             (148)
                                                 ----------       ----------        ----------        ----------
Comprehensive income (loss)                      $      706       $    3,386        $     (195)       $   (6,044)
                                                 ==========       ==========        ==========        ==========
</TABLE>


                                       7
<PAGE>   8
                               ACT NETWORKS, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)


5.      INCOME TAXES

The provision for income taxes differs from the federal statutory rate due
primarily to foreign income taxes related to the Company's Canadian subsidiary
and to net operating losses not benefited.


                                       8
<PAGE>   9

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

        This Report may contain forward-looking statements that involve a number
of risks and uncertainties including, without limitation, those set forth in the
"Risk Factors" section under "Other Information." The Company's actual results
may differ materially from any future performance discussed in the
forward-looking statements and this Management's Discussion and Analysis of
Financial Condition and Results of Operations. The Company undertakes no
obligation to update the information, including the forward-looking statements,
if any, in this Report.

GENERAL

        ACT develops, manufactures and markets wide area network (WAN) access
products which support a broad range of integrated voice and data network
applications. Service providers and enterprise customers use the Company's
products to build multimedia networks that are bandwidth efficient,
cost-effective and easy to manage. The Company's products incorporate advanced
voice and data compression algorithms, enhanced switching and traffic management
capabilities, and state-of-the-art hardware and software integration
technologies.

        The Company is migrating toward two principal product families,
NetPerformer and ServiceXchange, which share a common technology foundation but
are targeted at different market segments. NetPerformer is a family of Frame
Relay access devices targeted at enterprise customers who need to integrate and
transport voice, fax, LAN and SNA data over private or public Frame Relay
networks. The ServiceXchange family, currently in development, is intended to
address the needs of service providers who are focused on transporting large
volumes of voice traffic cost-effectively over Frame Relay, ATM or IP backbones.
Within each family, both chassis-based and stand-alone configurations will be
offered to serve specific customer requirements for price, performance, density
and feature set.

        The Company's future results will be dependent upon a variety of factors
including, without limitation, the Company's ability to develop and release new
products in a timely manner and within anticipated budgets. While the Company
anticipates the release of new products in fiscal 1999, there can be no
assurance that such products will be released when anticipated or that such
products will achieve market acceptance.

        The Company anticipates that, in general, the average sales price for
its products will decrease over time due to competition and other factors. The
Company is currently focusing on developing OEM or similar relationships with
third parties, which may result in significant pricing discounts and lower gross
margins. In particular, the Company has entered into agreements with Lucent
Technologies, Inc. ("Lucent") and FORE Systems, Inc. ("FORE"). Price erosion of
existing products, significant discounting and the Company's introduction of
less expensive networking alternatives could adversely affect the Company's
margins and results of operations.

        Sales to customers outside of North America accounted for approximately
64% of the Company's net sales for the fiscal year ended June 30, 1998 and
approximately 31.4% for the three months ended March 31, 1999. The Company
expects that international sales will continue to account for a significant
portion of the Company's net sales in future periods. In addition, the Company
believes that a portion of its sales to customers inside North America represent
sales of products which are used or resold in markets outside of North America.
International sales are subject to certain inherent risks, including unexpected
changes in regulatory requirements and tariffs, problems and delays in
collecting accounts receivable and economic downturns in foreign markets. A
significant number of the Company's products are sold or installed in countries,
including several in South America and Asia, where political or economic issues
have adversely affected, and may in the future adversely affect, the purchasing
decision of the customer. In addition, fluctuations in currency exchange rates
have caused, and may in the future cause, the Company's products to become
relatively more expensive to customers in a particular country, leading to a
reduction in sales or profitability in that country. The Company believes that
recent events in Asia and South America will continue to adversely impact the
Company's net sales in these regions in the near term.

        A small number of customers have historically accounted for a
substantial portion of the Company's net sales. In particular, one customer
accounted for approximately 35.6% of the Company's net sales and another
customer accounted for approximately 12.2% of the Company's net sales during the
three months ended March 31, 1999. The Company's five largest customers
collectively accounted for 35% of net sales during the fiscal year ended June
30, 1998, and 67.5% of net sales during the three months ended March 31, 1999.
Any reduction, delay or change in orders from significant customers could have a
material adverse effect on the Company's business.


                                       9
<PAGE>   10

ACQUISITIONS

In November 1995, the Company acquired all the outstanding shares of Presticom,
a developer of multiprotocol Frame Relay access devices. In December 1996, the
Company acquired all the outstanding shares of DeltaComm Corporation, a
developer of bandwidth-efficient modems with expertise in the satellite
communications industry. In March 1997, the Company acquired the DynaStar family
of products from Dynatech Communications, Inc. The DynaStar product line is a
family of compact, flexible, integrated multi-service access switch connectivity
products that support extensive multiprotocol WAN connections including TCP/IP,
PPP, Frame Relay, X.25 and ATM. In August 1997, the Company acquired out of
bankruptcy certain assets of Sourcecom, Inc., a developer of high performance
broadband access devices. In connection with these acquisitions, the Company
expensed a portion of the purchase prices as in-process research and
development. The products and technologies acquired in the Dynatech
Communications, Inc. and DeltaComm Corporation acquisitions are being either
de-emphasized or discontinued.

RESTRUCTURING PROGRAM

In July 1998, the Company announced a major restructuring program designed to
streamline operations and focus on key markets. As part of the restructuring
program, the Company concentrated its resources on the Netperformer and
ServiceXchange product lines. In connection with the restructuring, the Company
significantly reduced its workforce, eliminated its business unit matrix
structure in favor of a functional organization and de-emphasized engineering,
sales and marketing efforts for non-strategic products.

The Company completed its restructuring program in the quarter ended December
31, 1998. The Company's net loss for the nine month period ended March 31, 1999
includes certain restructuring charges of $607,000 taken in the first quarter of
fiscal 1999 related primarily to severance cost.

RESULTS OF OPERATIONS

        The following table sets forth, for the periods indicated, the
percentages of net sales represented by each item in the Company's statement of
operations.

<TABLE>
<CAPTION>
                                              Three Months Ended March 31,         Nine Months Ended March 31,
                                              ----------------------------        ----------------------------
                                                 1999              1998              1999              1998
                                              ----------        ----------        ----------        ----------
<S>                                           <C>               <C>               <C>               <C>   
Net sales                                          100.0%            100.0%            100.0%            100.0%

Cost of goods sold                                  41.7%             44.0%             41.8%             44.0%
                                              ----------        ----------        ----------        ----------

Gross profit                                        58.3%             56.0%             58.2%             56.0%
Operating expenses:
  Research and development                          20.8%             30.7%             23.6%             28.2%
  Sales and marketing                               25.8%             29.4%             24.8%             28.1%
  General and administrative                        12.2%             12.7%             12.8%             13.2%
  Impairment and restructuring charges                --                --               1.5%               --
  In-process research and development                 --                --                --              16.3%
                                              ----------        ----------        ----------        ----------

Total operating expenses                            58.8%             72.8%             62.7%             85.8%

(Loss) income from operations                       (0.5)%           (16.8)%            (4.5)%           (29.8)%
Net interest and other income                        4.3%             39.4%              4.5%             15.1%
                                              ----------        ----------        ----------        ----------

Income (loss) before taxes                           3.8%             22.6%              0.0%            (14.7)%
(Benefit) Provision for income taxes                (0.2%)            (1.6)%             0.3%              0.5%
                                              ----------        ----------        ----------        ----------

Net income (loss)                                    4.0%             24.2%             (0.3)%           (15.2)%
                                              ==========        ==========        ==========        ==========
</TABLE>

Net Sales

        The Company classifies its sales as either international or domestic.
International sales are, in general, shipments to locations outside North
America, regardless of the end-user's or the customer's location. Domestic sales
are, in general, shipments to locations within North America, even if the
end-user or customer is located outside North America. As the Company sells
primarily through OEM partners and resellers, in many cases the Company does not
know with certainty the location of the end-user.

        The Company also classifies its sales by customer type. In general, the
end-users of the Company's products are either enterprise customers who acquire
the Company's products for use in their own network or service providers who use
the Company's products to provide telecommunications services to third parties.
Service providers include alternate service providers (such as wholesale
long-distance carriers and call-back operators), value added network services
providers, competitive local exchange carriers, incumbent local exchange
carriers, competitive access providers, Internet Service Providers and
Interexchange


                                       10
<PAGE>   11

Carriers. The Company's NetPerformer products may be used by both enterprise
customers and service providers. The Company's ServiceXchange products are
designed primarily for the service provider market. In the current quarter, a
substantial portion of the Company's NetPerformer sales were to the Company's
OEM partners. As the Company migrates to new products and discontinues the
promotion of certain of its older products which have, historically, accounted
for a substantial portion of the Company's sales, the Company's net sales may be
adversely impacted in the near term. The Company has in the past encountered,
and may in the future encounter, decreased sales as a result of product
transitions.

        Net sales increased 16.1% for the quarter ended March 31, 1999 and
decreased 0.5% for the nine months ended March 31, 1999 from the comparable
periods in fiscal 1998. The Company had increased unit volumes in the current
quarter, partially offset by lower unit prices. An increase in domestic sales,
which included sales to the Company's OEM partners, more than offset the
decrease in sales to the Asia Pacific and Latin America regions. The following
table sets forth, for the periods indicated, the percentage of total net sales
in these categories.

<TABLE>
<CAPTION>
                                          Three Months Ended                  Nine Months Ended
                                                March 31,                         March 31,
                                       ---------------------------       ---------------------------
                                          1999             1998             1999             1998
                                       ----------       ----------       ----------       ----------
<S>                                    <C>              <C>              <C>              <C>  
Domestic Sales                               68.6%            45.7%            54.7%            32.1%
International Sales                          31.4             54.3             45.3             67.9
                                       ----------       ----------       ----------       ----------
                                            100.0%           100.0%           100.0%           100.0%

Sales to Enterprise Customers                25.0%            62.6%            40.8%            69.0%
Sales to Service Providers                   39.4             37.4             46.1             31.0
OEM Sales                                    35.6                              13.1
                                       ----------       ----------       ----------       ----------
                                            100.0%           100.0%           100.0%           100.0%
</TABLE>

Gross Profit

        Gross profit represents net sales less the cost of goods sold, which
includes cost of materials, direct labor and manufacturing overhead. The
Company's gross profit was $8.8 million for the quarter ended March 31, 1999 as
compared with $7.3 million for the quarter ended March 31, 1998, and $23.9
million for the nine months ended March 31, 1999 as compared to $23.2 million
for the nine months ended March 31, 1998. Gross profit increased during the
current quarter both in dollars and as a percentage of sales due primarily to
cost reductions associated with outsourcing and sales of inventory for amounts
greater than the estimated net realizable value to which such inventory had been
previously written down. Those effects were partially offset by a less favorable
product mix. Management anticipates downward pressure on gross profit as a
percentage of sales, particularly as the Company pursues OEM opportunities with
strategic partners that typically produce lower gross margins.

Operating Expenses

Research and development. As discussed above in "Restructuring Program,"
management reduced its workforce as the Company de-emphasized engineering
efforts for non-strategic products. In particular, the Company narrowed its
product focus to the Netperformer and ServiceXchange product lines. Accordingly,
research and development expenses declined $846,000 and $1,953,000 in the three-
and nine-month periods, respectively, ending March 31, 1999, compared with the
corresponding periods of the prior fiscal year. However, the development of new
products and features involves a number of risks and uncertainties, and there
can be no assurance that the Company's research and development expenses will
not increase either in actual dollars or as a percentage of sales in future
periods.

Sales and marketing. As discussed above in "Restructuring Program," management
reduced its workforce during the first quarter of the current fiscal year as the
Company de-emphasized sales and marketing efforts for non-strategic products and
adopted a functional organizational structure. However, the Company's sales and
marketing expenses since the Restructuring have started to increase as the
Company focuses on its primary product lines and implements its new strategy. As
a result, sales and marketing expense increased $74,000 for the three months
ending March 31, 1999 but declined $1,434,000 for the nine months then ended,
both as compared with corresponding periods in the prior year.

General and administrative. General and administrative expense for the current
quarter increased by $187,000 due in part to the effect of an increase in the
allowance for uncollectible accounts, partially offset by a decline in
amortization expense following the fair-value write-downs of acquisition related
intangible assets in June 1998. For the nine months ended March 31, 1999,
general and administrative expense declined by $186,000 from the same nine-month
period of the prior fiscal year.


                                       11
<PAGE>   12
The Company plans to combine its two California facilities by the end of the
current fiscal year. Management does not expect this combination to affect
ongoing facility expenses significantly but does expect additional general and
administrative expense, primarily during the upcoming quarter, related to the
cost of moving into the new facility.

Net interest and other income (expense)

        The increase in net interest income for the three and nine months ended
March 31, 1999 over the comparable period of fiscal 1998 was attributable
primarily to higher combined cash reserve and marketable security balances and
the timing of commercial paper discount recognition, partially offset by lower
interest rates. Gain on sale of investment relates to a nonrecurring liquidation
of a joint-venture investment.

Income Taxes

There was small benefit for income taxes for the three months ended March 31,
1999. In general, the provision for income taxes for all periods reported
differs from the federal statutory rate due to foreign income taxes related to
the Company's Canadian subsidiary, the effect of federal and state alternative
minimum taxes, and net operating losses incurred with a full valuation allowance
taken against the related deferred tax asset.

Inflation/Accounting Pronouncements

        Although management cannot accurately anticipate the effect of inflation
on its operations, to date inflation has not had a material effect on product
sales or results of operations. Statement of Financial Accounting Standards No.
131, "Disclosures about Segments of an Enterprise and Related Information" (SFAS
131), was issued in June 1997. The adoption of this statement is not expected to
have a material impact on the Company's consolidated results of operations,
financial position or cash flows.

Year 2000

        The Year 2000 issue is the result of computer programs that were written
using two digits rather than four to define the applicable year; accordingly,
computer programs that have time-sensitive software or firmware may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result in
a system failure or miscalculation causing disruptions of operations including,
among other things, an inability to process transactions, send invoices or
engage in similar normal activities. The Company has begun accessing the impact
the Year 2000 issue may have on its operations and has identified these
potential areas of its business that may be affected:

        Internal Systems and Equipment. The Company believes it has
substantially completed its identification of major internal systems and
equipment used in connection with its internal operations that require upgrading
or modification to minimize a material disruption of its business. As a result,
the Company determined that one of its primary internal information systems
required a version upgrade of both the operating system and the application
software in order to become Year 2000 compliant. The operating system upgrade
was completed during the current quarter. The application software upgrade was
installed in the current quarter and will be in a test mode for a period of
time. Management expects to complete testing and migration to the Year-2000
compliant version of this software prior to June 30, 1999. The Company does not
currently expect to incur any significant further cost in connection with
bringing its internal systems and equipment into compliance. However, the
failure of any internal systems to achieve Year 2000 compliance could result in
a material disruption to the Company's operations.

        Products. The Company has evaluated each of its products and will
continue to verify Year 2000 compliance on developing products. Based on its
testing to date, the Company believes that its current products are
substantially Year 2000 compliant. The Company has not had, and has no present
intention to have, its products tested by an independent lab. The costs of the
testing program related to the Year 2000 have not had, and are not expected to
have, a material impact on operations or financial results. However, the
inability of any of the Company's products to process year 2000 data accurately
could result in increased costs and liabilities which could have a material
adverse effect upon the Company's operations and financial condition.

        Third Party Suppliers and Customers. The Company is currently in the
process of assessing the Year 2000 readiness of its suppliers and customers. The
Company has identified two potential sources of third-party risk to the Company
with respect to the Year 2000 issue. The first is the Company's increasing
reliance on turnkey manufacturers of its products; disruption of operations at
such suppliers could adversely impact the Company's shipment schedule and
operations. The Company has begun to survey major suppliers to assess the
potential impact, if any, of Year 2000 non-compliance on the Company. To date,
no instances of non-compliance have been identified to the Company by a major
supplier. Assessment of the Company's suppliers is expected to be completed
during fiscal 1999. The Company expects to resolve any significant Year 2000
problems with its suppliers; however, there can be no assurance that these
suppliers will resolve any or all Year 2000 problems in a timely manner. The
second potential risk is from the Company's larger customers who are either
end-users or resellers. Year 2000 non-compliance of such customers could
negatively impact such customers' ability to purchase the Company's products.
The Company has not conducted a comprehensive survey of major customers to
assess the potential impact, if any, of Year 2000 noncompliance. Any failure of
the


                                       12
<PAGE>   13
Company's suppliers and customers to resolve their Year 2000 problems in a
timely manner could result in a material disruption of the Company's business.
Any such disruption could have a material adverse effect upon the business and
financial results of the Company. The Company does not have a contingency plan
in place to address such an event and does not presently intend to create one.

LIQUIDITY AND CAPITAL RESOURCES

        The Company has funded its operations primarily from the sale of stock
and sales of the Company's products. For the nine months ended March 31, 1999,
the Company's operating activities provided cash of approximately $0.9 million.
At March 31, 1999, the Company had approximately $71.6 million in working
capital, including approximately $51 million in cash, cash equivalents and
short-term investments.

        The Company currently has no material commitments for capital
expenditures. However, the Company anticipates spending between $2.0 million and
$2.5 million during the next twelve months to acquire test equipment, computer
and telephone equipment, software, office furniture, leasehold improvements and
tooling.

        The Company believes that available cash, cash equivalents and
investments, together with internally generated cash flow, will be adequate to
satisfy its capital requirements for at least the next twelve months.


                                       13
<PAGE>   14

PART II

                                OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS.  NONE.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.  NONE.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.  NONE.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS.  NONE.

ITEM 5.  OTHER INFORMATION.


                                  RISK FACTORS

This report may contain forward-looking statements that involve a number of
risks and uncertainties. Certain results that could cause actual results to
differ are discussed below. The Company's actual results may differ materially
from any future performance discussed in forward-looking statements. The
following risks should be considered carefully, in addition to the other
information contained in this Report, before trading in the shares of the
Company's Common Stock.

FLUCTUATIONS IN QUARTERLY OPERATING RESULTS. The Company has experienced and may
in the future experience significant fluctuations in net sales and operating
results as a result of a number of factors including, without limitation, the
volume and timing of orders from, and shipments to, major customers,
particularly Lucent Technologies; market acceptance of the Company's products;
the Company's ability to support its current and new products; the ability of
the Company's customers, particularly international customers, to obtain
financing for the purchase of the Company's products; economic issues in
international markets; changes in the Company's strategies; changes in pricing
policies or price reductions by the Company or its competitors; variations in
the Company's sales channels or the mix of product sales; the Company's ability
to expand and implement its sales and marketing programs; the timing of new
product announcements and product introductions by the Company or its
competitors; product obsolescence resulting from new product introductions or
changes in customer demand; the availability and cost of supplies; the financial
stability of major customers; expenses associated with the acquisition of
technologies or businesses; changes in regulatory requirements; intellectual
property disputes; the development of public telecommunications infrastructures,
particularly in international markets; currency fluctuations; and general
economic conditions. While the Company regularly engages in price discounting,
significant discounts in a particular quarter could adversely affect the results
of operations for such quarter. In addition, significant and continuing
discounts due to competition or other factors could adversely affect the
Company's business, operating results and financial condition. The Company has
generally not experienced seasonality in its net sales, although the Company has
from time to time experienced decreased net sales to customers in Europe in the
third calendar quarter of each year and has experienced some decreases in net
sales in other international markets during certain periods during the year. Due
to all of the foregoing factors, in certain quarters the Company's operating
results have been, and it is likely that in some future periods the Company's
operating results will be, below the expectations of public market analysts and
investors. In such event, the price of the Company's Common Stock has been and
in the future could be materially adversely affected. For example, on several
occasions over the last few years, the Company's net sales decreased when
compared to the preceding quarter and, as a result, the Company's results of
operations and, in certain instances, the price of the Company's Common Stock
were adversely affected. Quarterly results are not necessarily indicative of
future performance for any particular period, and there can be no assurance that
the Company will attain growth in net sales or profitability on a quarterly or
annual basis. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations."

        The Company's sales have primarily been through OEM partners and
resellers and are typically characterized by several large orders and a large
number of small orders. The Company's revenue in any period is highly dependent
on the sales efforts and success of the Company's partners (including Lucent and
FORE) and other resellers, which are not under the Company's control. The
Company's resellers typically do not stock a supply of the Company's products
and place orders with the Company only after they have received orders from
their customers. The Company has limited information as to the sell-through of
its products to OEM partners. There is no assurance that even if an OEM partner
does purchase products in a quarter, that the partner will sell such products to
its customers. Any reduction or delay in sales of the Company's products by its
partners could have a material


                                       14
<PAGE>   15

adverse effect on the Company's business, operating results and financial
condition. The Company generally realizes a lower gross margin on sales through
its OEM partners. Accordingly, if the Company's OEM partners were to account for
an increased portion of the Company's net sales, gross margins would decline. In
addition, the Company's backlog at the beginning of a quarter is generally
insufficient to achieve expected net sales for the quarter. To achieve its
revenue objectives, the Company is dependent upon obtaining orders in a quarter
for shipment in that quarter. While it is difficult for the Company to
accurately forecast the timing and quantity of orders on a quarter to quarter
basis, the Company may increase expenses with the expectation of future sales.
The failure of the Company to accurately forecast the timing and volume of
orders for a quarter would adversely affect the results of operations for such
quarter and, potentially, for future periods. Fluctuations in quarterly results
may result in significant volatility in the market price of the Company's Common
Stock. In addition, sales of networking products fluctuate from time to time
based on numerous factors, including capital spending levels and general
economic and market conditions. Future declines in networking product sales, as
a result of general economic conditions or for any other reason, could have a
material adverse effect on the Company's business, operating results and
financial condition.

LIMITED HISTORY OF PROFITABILITY; UNCERTAIN FUTURE PROFITABILITY. The Company
was organized in May 1987 and commenced shipments of its first product in
October 1988. While the Company first achieved profitability in the fourth
calendar quarter of 1990, it incurred losses in periods subsequent to that time.
There can be no assurance that the Company will be profitable in future periods.
In the past, the Company has expanded its level of operations, resulting in
increased fixed costs and operating expenses, with the expectation of increased
sales and gross profits. The Company's operating results and net income were
adversely impacted as net sales and gross profits did not increase sufficiently
to offset such increased expenses. The Company commenced a restructuring program
in July 1998 to decrease expenses. The Company completed its restructuring in
its second fiscal quarter of 1999. Since then, the Company has and currently
intends to increase its investments in sales and marketing and related
infrastructures. Any such increase will be highly dependent on factors including
the continued growth of the Company's revenue and the rate thereof, success in
hiring the appropriate personnel and market acceptance of the Company's
products. Due to the anticipated increases in the Company's operating expenses,
the Company's operating results will be adversely affected if revenue and gross
profits does not increase. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

SUBSTANTIAL COMPETITION. The market for the Company's products is highly
competitive and subject to frequent product introductions with improved price or
performance characteristics, significant price reductions, rapid technological
change and continued emergence of new industry standards. The Company competes
directly domestically and internationally with a variety of companies offering
fast packet access and/or gateway products including Cisco Systems, Inc., Ascend
Communications, Northern Telecom, Inc., Memotec Communications, Inc., Motorola
Information Systems Group, and other companies. The Company expects substantial
additional competition from existing competitors and from a number of other
companies which may enter the Company's existing or future markets. Many of the
Company's current and potential competitors have substantially greater name
recognition and financial, marketing, sales, technical and other resources, as
well as a larger installed customer base, than the Company. Many of these
companies sell directly to end-users, which the Company believes may provide a
competitive edge over the Company when marketing either similar products or
alternative networking solutions. In addition, many of these companies offer a
more comprehensive networking solutions to their customers than the Company.
Consolidations in the industry could enhance the capabilities of the Company's
competitors. Furthermore, the Company's OEM partners may in the future develop
competitive products and may then decide to terminate their relationships with
the Company. There can be no assurance that the Company will be able
successfully to compete against either current or potential competitors or that
competition will not have a material adverse effect on the Company's business,
operating results and financial condition.

CUSTOMER CONCENTRATION; DEPENDENCE ON PARTNERS. A small number of customers have
historically accounted for a substantial portion of the Company's net sales.
During the fiscal year ended June 30, 1998, and the nine months ended March 31,
1999, the Company's five largest customers collectively accounted for 35% and
39%, respectively, of net sales. In many instances, the Company's major
customers in any given period have ordered significantly fewer products in
future periods. The Company believes that this has been due, in part, to
customers who make large, one-time purchases to set up their communications
infrastructure, after which such customers do not require further significant
purchases. In addition, the Company believes this may be due to a variety of
other factors, including, without limitation, the economic conditions in various
countries, particularly those in Asia and South America. Therefore, the Company
expects that its major customers will fluctuate from period to period. There can
be no assurance that a major customer will not reduce or delay the amount of
products ordered from the Company or significantly change the terms upon which
the Company and such customer do business. Any such reduction, delay or change
could have a material adverse effect on the Company's business.

        The Company's sales and marketing strategy is to focus on developing
distribution channels with major communications companies. The Company has
entered into reseller agreements with Lucent and FORE and is allocating
significant resources to these relationships. The reseller agreements do not
require minimum purchases. There is no assurance that Lucent or FORE will become
or will continue to be significant customers of the Company. For the quarter
ended March 31,1999, sales to Lucent accounted for 36% of the Company's
revenue. There is no assurance that Lucent will continue to purchase the
Company's products. Any reduction or delay in sales of the Company's products to
Lucent could have a material adverse effect on the Company's business, operating
results and financial condition. Furthermore, there can be no assurance that the
Company will

                                       15

<PAGE>   16

retain its current partners or that it will be able to establish relationships
with new partners or replace its current partners. The loss of one or more of
the Company's Partners could have a material adverse effect on the Company's
business, operating results and financial condition. The Company generally
realizes a lower gross margin on sales to its Partners. Accordingly, if the
Company's Partners were to account for an increased portion of the Company's
revenue, its gross margins would decline.

DEPENDENCE ON CONTRACT MANUFACTURING. The Company's operational strategy is to
further rely on outsourcing of its manufacturing. The Company also intends to
streamline its manufacturing operations by focusing on one manufacturing
contractor. Accordingly, the risks associated with reliance on sole sources are
expected to increase. Any interruption or delay by the Company's contract
manufacturers could have a material adverse effect upon the Company's business,
operating results and financial condition. The Company may experience problems
with its contract manufacturers, such as inferior quality, insufficient
quantities and late delivery of product. While such problems have not resulted
in any material liabilities from the Company to its customers and end-users to
date, there can be no assurance that such problems will not generate material
liabilities for the Company or adversely impact the Company's relations with
customers and end-users in the future.

DEPENDENCE ON KEY PERSONNEL; NEW MANAGEMENT. The Company's success is dependent
in large part on its executive officers, senior management and sales and
technical personnel. Since July 1998, the Company has undergone numerous
personnel changes in all levels of the organization as a result of a
restructuring and other factors. In particular, the Company has a new Chief
Executive Officer, Vice President of Marketing, Vice President of Sales, Vice
President of Engineering, and Chief Financial Officer. The failure of new
management and other personnel to fully integrate into the Company's operations
and to execute the Company's strategy, and the failure of the Company to retain
such management and other personnel, could have a material adverse effect on the
Company's business. The Company's success will be dependent on its continued
ability to attract, retain and motivate highly skilled employees, who are in
great demand.
There can be no assurance that the Company will be able to do so.

TECHNOLOGICAL CHANGE, CHANGING MARKETS AND NEW PRODUCTS. The market for the
Company's products is characterized by rapid technological advances, evolving
industry standards, frequent new product introductions and enhancements, and
significant price competition. The introduction of products involving superior
or alternative technologies, the emergence of new industry standards,
governmental regulations, changes in a market's pricing structure and other
factors could render the Company's existing products, as well as products under
development, obsolete and unmarketable in one or more markets which could
adversely affect the Company's business, operating results and financial
condition. The Company has experienced instances where one or more of those
factors resulted in a significant decrease in sales of the Company's products in
particular markets or resulted in new products becoming obsolete or
unmarketable. The Company's success will depend, in part, on the viability of
the Company's products in its markets and the ability of the Company to develop
effective distribution channels to address these markets. There can be no
assurance that the Company's products will be widely accepted. Failure of the
Company's products to achieve market acceptance could have a material adverse
effect on the Company's business, operating results and financial condition.

        The Company believes its future success will depend, in part, upon its
ability to expand and enhance the features of its existing products and to
develop or acquire and introduce new products designed to meet changing customer
needs on a cost-effective and timely basis. In particular, the completion of the
development and successful commercial release of the ServiceXchange family of
products is critical to the Company's strategies. Failure by the Company to
respond on a timely basis to technological developments, changes in industry
standards or customer requirements, or any significant delay in product
development or introduction (particularly the ServiceXchange products), could
have a material adverse effect on the Company's business, operating results and
financial condition. There can be no assurance that the Company will respond
effectively to technological changes or new product announcements by others or
that the Company will be able to successfully develop and market new products or
product enhancements and that any new product or product enhancement will gain
market acceptance.

        Inherent in the product development process is a number of risks. The
development of new, technologically advanced products and product enhancements
is a complex and uncertain process requiring high levels of innovation, as well
as the accurate anticipation of technological and market trends. The Company
budgets research and development expenditures based on planned product
introductions and enhancements; however, actual expenditures may significantly
differ from budgeted expenditures. There can be no assurance that the Company
will successfully identify, develop or introduce new products or product
enhancements. Products such as those offered by the Company may contain
undetected or unresolved software errors when they are first introduced or as
new versions are released. There can be no assurance that, despite extensive
testing by the Company, software errors will not be found in new products or
upgrades after commencement of commercial shipments, resulting in delay in or
loss of market acceptance. Future delays in the introduction or shipment of new
or enhanced products, the inability of such products to gain market acceptance
or problems associated with new product transitions could adversely affect the
Company's operating results, particularly on a quarterly basis. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

INTEGRATION OF ACQUISITIONS. The Company has, and may in the future, acquire
complementary technologies and businesses. Acquisitions by the Company may
result in potentially dilutive issuances of equity securities, the incurrence of
additional debt, the creation and amortization of goodwill and the incurrence of
acquisition related expenses, all of which could adversely affect the Company's
results of operations. In addition, acquisitions involve numerous risks,
including difficulties in the assimilation of the


                                       16
<PAGE>   17
operations, technologies and products of the acquired businesses; the diversion
of management's attention from other business concerns; risks associated with
the Company's entering markets in which it has no or limited direct prior
experience; and the potential loss of key employees of the acquired company. The
Company has engaged in several acquisitions in the last two years which have
resulted in increased expenses without a commensurate increase in net sales.
These acquisitions have also adversely impacted the Company's results of
operations due to in-process research and development expenses, the write down
of tangible and intangible assets and other factors. In the event the Company
engages in additional acquisitions, no assurances can be given as to the effect
thereof on the Company's business, operating results and financial condition.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations."

MANAGEMENT OF GROWTH. The Company has from time to time experienced growth in
its operations, both internally and as a result of acquisitions. The Company's
growth has placed, and will continue to place, strain on the Company's
managerial, operational and financial resources, systems and controls. This is
particularly true with respect to sales in international markets since each
specific international market has its own unique regulatory, financial,
technical, customer and other characteristics which often require the Company to
devote significant resources to sell products in that country. The Company's
future operating results will depend on its ability to attract, hire and retain
skilled employees, and to expand and improve the Company's operational, product
development, management information and financial systems and controls. The
Company continues to upgrade its management information and product development
systems. The Company's failure to manage growth effectively, successfully
upgrade its systems or to hire, retain and integrate necessary qualified
personnel could adversely affect the Company's business, operating results and
financial condition.

INTERNATIONAL SALES, TARIFF AND REGULATORY MATTERS. Sales of the Company's
products to customers outside of North America accounted for approximately 64%
and 45% of the Company's net sales for the fiscal year ended June 30, 1998, and
the nine months ended March 31, 1999, respectively. The Company expects that
international sales will continue to account for a significant portion of the
Company's net sales in future periods. International sales are subject to
certain inherent risks, including unexpected changes in regulatory requirements
and tariffs, difficulties in staffing and managing foreign operations,
potentially adverse tax consequences and problems in collecting accounts
receivable. A significant number of the Company's products are sold or installed
in countries, including several in South America and Asia, where political or
economic issues have adversely affected, and may in the future adversely affect,
the purchasing decision of customers. The Company believes that recent events in
Asia and Latin America have adversely impacted, and will continue to adversely
impact, the Company's net sales in these regions in the near term. Although the
Company's sales are currently denominated in U.S. dollars, fluctuations in
currency exchange rates have in the past caused, and could in the future cause,
the Company's products to become relatively more expensive to customers in a
particular country, leading to a reduction in sales or profitability in that
country and potentially leading to an extension of payment terms. Furthermore,
future international activity may result in foreign currency denominated sales
and, in such event, gains and losses on the conversion to U.S. dollars of
accounts receivable and accounts payable arising from international operations
may contribute to fluctuations in the Company's results of operations. The
financial stability of foreign markets could also affect the Company's
international sales. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

        Rates for telecommunications services are governed by tariffs of
licensed carriers that are subject to regulatory approval. Future changes in
these tariffs could have a material adverse effect on the Company's business.
For example, should tariffs for public switched digital services increase in the
future relative to tariffs for private leased services, the cost-effectiveness
of certain of the Company's products would be reduced, and its business and
results of operations could be adversely affected. In addition, the Company's
products must meet standards and receive certification for connection with the
public telecommunications networks of a country prior to their sale in such
country. In the United States, for example, the Company's products must comply
with certain regulations promulgated by the Federal Communications Commission.
Domestic telecommunications carriers must also certify the Company's products.
In foreign countries, the Company's products are subject to a wide variety of
governmental review and certification requirements. From time to time, foreign
governments have altered certification or regulatory requirements, which has
adversely impacted the Company's ability to sell products in such markets. Any
future inability to obtain on a timely basis or retain domestic certificate or
foreign regulatory approvals could have a material adverse effect on the
Company's business, operating results and financial condition.

RELIANCE ON THIRD PARTY SUPPLIERS. The Company relies on third party suppliers
who supply the components used in the Company's products. The unavailability of
certain components from current suppliers, especially components custom designed
for the Company, could result in delays in the shipment of the Company's
products as well as additional expenses associated with obtaining and qualifying
a new supplier. In addition, certain key components used in the Company's
products are available only from single sources and the Company does not have
long term contracts ensuring the supply of such components. As the Company
typically maintains less than 90 days supply of such components, there can be no
assurance that components will be available to meet the Company's future
requirements at favorable prices, if at all. The Company's inability to obtain
components in a timely manner would materially and adversely affect the
Company's business and financial condition. In addition, any significant
increase in component prices could also adversely affect the Company's results
of operations. The Company resells Frame Relay switches purchased from Ascend.
Although the Company believes similar products can be purchased from other
sources, the process of qualifying replacement suppliers, generating the
supporting documentation, performing system level integration, obtaining
standards-compliant approval for its products, and retraining sales and
marketing channels would require a significant amount of


                                       17
<PAGE>   18
time and expense. The Company's ability to offer an integrated, cost-effective
networking solution is based, in part, on its ability to sell such products as
part of its present line. The Company's inability to source these products at
satisfactory quality and quantity levels and with the appropriate lead time
would adversely affect the Company's business, operating results and financial
condition.

RELIANCE ON INDIRECT DISTRIBUTION. The Company markets and sells products
domestically and internationally primarily through resellers, such as
distributors, value-added resellers and system integrators. The number of
qualified resellers in certain countries is limited. Resellers typically are not
effective at selling the Company's products until they have been trained and
have successfully completed several sales. The Company's performance depends in
part on attracting, retaining and motivating such resellers. Certain of the
Company's resellers also act as resellers for competitors of the Company and
could devote greater effort and resources to marketing competitive products. The
Company's resellers are generally provided discounts and, occasionally, are
entitled to special pricing or distribution arrangements, the effect of which is
to decrease the Company's gross margins. While the Company has contractual
relationships with many of its resellers, these agreements do not require the
resellers to purchase the Company's products and can generally be terminated on
short notice by the reseller. Resellers in many countries have title to the
governmental authorizations and certifications necessary to market the Company's
products in such country, and there is no assurance that, in the event a
reseller ceased marketing the Company's products, the reseller would transfer
such authorization or certification to the Company or that the expense and delay
associated with obtaining a new authorization or certification would not
adversely affect the Company's business and operations in such country. There
can be no assurance that resellers will continue to market the Company's
products or devote the resources necessary to provide effective sales and
marketing support to the Company. In addition, the Company is dependent on the
continued viability and financial stability of its resellers, many of which are
small organizations with limited capital. The loss of any key reseller could
adversely affect the Company's business, operating results and financial
condition.

DEPENDENCE ON PROPRIETARY TECHNOLOGY. The Company's future success will depend
in part on its proprietary technology. In addition, certain technology licensed
from third parties is incorporated in the Company's products. In particular, the
Company licenses certain of its voice compression algorithms, the right to
commercialize its SkyFrame products, components of its network management system
software and other software and technology embedded in the hardware incorporated
into the Company's products pursuant to nonexclusive license agreements. The
failure of the Company to retain such licenses or obtain new licenses as
improvements in such technology are developed and new technology is introduced
could adversely affect the Company's business. The Company does not currently
hold any patents. The Company relies principally on copyright, trade secret and
contract law to protect its proprietary technology. There can be no assurance
that such measures are adequate to protect the Company's proprietary technology.
The Company has substantial international operations and the laws of foreign
countries treat the protection of proprietary rights differently from, and may
not protect the Company's proprietary rights to the same extent as do, laws in
the United States. Since patent applications in the United States are not
publicly disclosed until the patent is issued, applications may have been filed
which, if issued as patents, would relate to the Company's products. In
addition, the Company has never conducted a comprehensive patent search relating
to the technology used in its products. Accordingly, there can be no assurance
that third parties will not assert infringement claims against the Company in
the future or that such claims will not be successful. The Company could incur
substantial costs in defending itself and its customers against any such claims,
regardless of the merits of such claims. Parties making such claims may be able
to obtain injunctive or other equitable relief which could effectively block the
Company's ability to sell its products in the United States and abroad, and
could result in an award of substantial damages. In the event of a successful
claim of infringement, the Company, its customers and end-users may be required
to obtain one or more licenses from third parties. The Company has in the past,
and may in the future, pay significant sums to obtain licenses from third
parties to avoid the costs and uncertainties associated with defending a
potential claim. There can be no assurance that the Company or its customers
could obtain necessary licenses from third parties at a reasonable cost or at
all. The defense of any lawsuit could result in time consuming and expensive
litigation, damages, license fees, royalty payments and restrictions on the
Company's ability to sell its products, any of which could have a material
adverse effect on the Company's business, operating results and financial
condition.

YEAR 2000. The Year 2000 issue is the result of computer programs that were
written using two digits rather than four to define the applicable year;
accordingly, computer programs that have time-sensitive software or firmware may
recognize a date using "00" as the year 1900 rather than the year 2000. This
could result in a system failure or miscalculation causing disruptions of
operations including, among other things, an inability to process transactions,
send invoices or engage in similar normal activities.

        One of the Company's internal information systems requires a version
upgrade of both the operating system and the application software to become Year
2000 compliant. The Company expects to complete the upgrades by June 1999. The
Company has performed internal testing of each of its products and expects to
continue such testing for developing products. Based on its testing to date, the
Company believes that its current products are substantially Year 2000
compliant. The Company has not had, and has no present intention to have, its
products tested by an independent lab. The Company does not expect that the
costs to complete the testing program related to the Year 2000 will have a
material impact on operations or financial results. However, the inability of
any of the Company's products to process year 2000 data accurately could result
in increased costs and liabilities which could have a material adverse effect
upon the Company's operations and financial condition. The Company believes that
there are two predominant sources of third party risk for the Company with
respect to the Year 2000 issue. The Company depends on turnkey manufacturers of
components for its manufacturing process and disruption of operations at such a


                                       18
<PAGE>   19
supplier, whether due to Year 2000 non-compliance or not, could negatively
impact the Company's shipment schedule and operations. The Company also has a
number of large customers who are either end-users or resellers. The Company's
top five customers generated 38% of net sales in the second quarter of fiscal
1999. Year 2000 non-compliance at such customers' sites could negatively impact
sales to such customers by disrupting the networks of such customers or their
customers, in the case of resellers. The Company has begun surveying its major
suppliers to assess the potential impact, if any, of Year 2000 non-compliance on
the part of such suppliers. The Company has not conducted a comprehensive survey
of major customers to assess the potential impact, if any, of Year 2000
non-compliance. Any failure of the Company's suppliers and customers to resolve
their Year 2000 problems in a timely manner could result in a material
disruption of the Company's business. Any such disruption could have a material
adverse effect upon the business and financial results of the Company. In the
event that the Company's internal system or systems of significant outside
vendors are not converted or modified in a timely manner to make them Year 2000
compliant, there could be a material adverse effect upon the business and
financial results of the Company. The Company does not have a contingency plan
in place to address such an event and does not presently intend to create one.

VOLATILITY OF STOCK PRICE. The trading price of the Company's Common Stock has
undergone significant fluctuations and is expected to continue to be subject to
significant fluctuations in response to variations in quarterly operating
results, the gain or loss of significant contracts, changes in management,
announcements of technological innovations or new products by the Company or its
competitors, legislative or regulatory changes, general trends in the industry
and other events or factors. In addition, the stock market has experienced
extreme price and volume fluctuations which have particularly affected the
market price for many high technology companies and which have often been
unrelated to the operating performance of these companies. These broad market
fluctuations may adversely affect the market price of the Company's Common
Stock. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations."

FUTURE CAPITAL NEEDS; UNCERTAINTY OF ADDITIONAL FUNDING. The Company anticipates
that available cash, together with amounts available under its credit facilities
and cash flow from operations, will be adequate to satisfy its capital
requirements through at least the next 12 months. The Company's future capital
requirements will depend on many factors including, but not limited to, the cost
of acquisitions of businesses, products and technologies, the levels at which
the Company maintains inventory, the market acceptance of the Company's
products, the levels of promotion and advertising required to launch such
products and attain a competitive position in the marketplace, and the extent to
which the Company invests in new technology and improvements to its existing
technology. To the extent that existing resources and future earnings are
insufficient to fund the Company's activities, the Company may need to raise
additional funds through public or private financings including equity
financings. If additional funds are raised through the issuance of equity
securities, the percentage ownership of then current stockholders of the Company
will be reduced and such equity securities may have rights, preferences or
privileges senior to those of the holders of the Company's Common Stock. No
assurance can be given that additional financing will be available or that, if
available, it can be obtained on terms favorable to the Company and its
stockholders. The Company's lack of authorized Preferred Stock could hinder the
Company's ability to obtain financing. If adequate funds are not available, the
Company may be required to delay, scale back or eliminate some or all of its
research and development, to curtail its operations significantly or to obtain
funds through arrangements with strategic partners or others that may require
the Company to relinquish rights to certain of its technologies or potential
markets. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Liquidity and Capital Resources."

POTENTIAL EFFECT OF ANTI-TAKEOVER PROVISIONS. The Company's Certificate of
Incorporation provides for a Board of Directors with staggered terms, which may
discourage or prevent certain types of transactions involving an actual or
potential change in control of the Company, including transactions in which the
stockholders might otherwise receive a premium for their shares over then
current market prices. Certain provisions of Delaware law applicable to the
Company, including Section 203 of the Delaware General Corporation Law, could
have the effect of delaying, deferring or preventing a change of control of the
Company. It is possible that the staggered board and Section 203 of the Delaware
General Corporation Law may have the effect of delaying, deferring or preventing
a change of control of the Company, may discourage bids for the Company's Common
Stock at a premium over the market price of the Common Stock and may adversely
affect the market price of the Common Stock.

LACK OF DIVIDENDS. The Company has never paid cash dividends on shares of its
capital stock. The Company currently intends to retain any future earnings in
its business and does not anticipate paying any cash dividends in the future.


                                       19
<PAGE>   20
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a)     EXHIBITS:

EXHIBIT NO.
-----------

3.1     Certificate of Incorporation of the Company. Incorporated by
        reference to Exhibit 3.1 to the Company's Registration Statement on
        Form S-1, Registration No. 33-90394

3.2     Bylaws of the Company. Incorporated by reference to Exhibit 3.2 to
        the Company's Registration Statement on Form S-1, Registration No.
        33-90394

27.1    Financial Data Schedule.

(b)     REPORTS ON FORM 8-K: No reports on Form 8-K were filed during the
        quarter ended March 31, 1999.


                                       20
<PAGE>   21
                                    SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report on Form 10-Q to be signed on its behalf
by the undersigned, thereunto duly authorized.


Date: May 14, 1999                    ACT NETWORKS, INC.



                                      /s/ Martin Woll
                                      ------------------------------------------
                                      Martin Woll
                                      Vice President, Finance
                                      And Chief Financial Officer

                                      (Duly Authorized Officer and Principal
                                      Financial Officer)


                                      /s/ Robert J. Faulk
                                      ------------------------------------------
                                      Robert J. Faulk
                                      Controller

                                      (Duly Authorized Accounting Officer)


                                       21
<PAGE>   22
EXHIBIT INDEX


EXHIBIT NO.

27.1           Financial Data Schedule.


                                       22