UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

~~July 21, 2008~~ Date of Report (Date of earliest event reported)

~~FOUNDRY NETWORKS~~ July 31, ~~INC~~2008

FOUNDRY NETWORKS, INC.

(Exact name of registrant as specified in its charter)

~~Delaware (State or other jurisdiction of incorporation or organization)~~ 000-26689 (Commission File ~~No.~~Number) ~~77-0431154 (I.R.S. employer identification number)~~


Delaware (State or other jurisdiction of incorporation)		77-0431154 (I.R.S. Employer Identification No.)

4980 Great America Parkway
Santa Clara, CA 95054
(Address of principal executive offices, including zip code)

(408) 207-1700
(Registrant’s telephone number, including area code)

~~Check~~ N/A (Former ~~the~~name ~~appropriate~~or ~~box~~former ~~below~~address, if ~~the~~changed ~~Form~~since ~~8-K~~last ~~filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:~~report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


þ		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Item 1.01 Entry into Material Definitive Agreement Item 8.01 Other Events Item 9.01 Financial Statements and Exhibits SIGNATURES Exhibit Index EXHIBIT 2.1 EXHIBIT 2.2 EXHIBIT 99.1 EXHIBIT 99.2 EXHIBIT 99.3 EXHIBIT 99.4


	Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
	Item 8.01. Other Events
	Item 9.01. Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EXHIBIT 10.23
EXHIBIT 10.24

Item 1 5.0102. ~~Entry~~Departure ~~into~~of ~~Material~~Directors ~~Definitive~~or ~~Agreement~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Foundry Networks, Inc.~~ (~~the “Company” or “Foundry”~~e), a Delaware corporation, has entered into an Agreement and Plan of Merger, dated as of July 21, 2008 (the “Merger Agreement”), by and among Brocade Communications Systems, Inc., a Delaware corporation (“Brocade”), Falcon Acquisition Sub, Inc. and the Company, pursuant to which Falcon Acquisition Sub, Inc. will merge with and into the Company, and the Company will become a wholly owned subsidiary of Brocade (the “Merger”).

~~This~~Restricted ~~summary~~Stock ofUnit ~~the~~Grants ~~principal terms of the Merger Agreement and the copy of the Merger Agreement filed as an exhibit~~ to ~~this~~Executive ~~Form 8-K are intended to provide information regarding the~~Officers terms of the Merger Agreement and are not intended to modify or supplement any factual disclosures about the Company in its public reports filed with the Securities and Exchange Commission. In particular, the Merger Agreement and related summary are not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to the Company.

~~Pursuant~~On toJuly 31, 2008, the ~~terms~~Board of ~~the~~Directors ~~Merger Agreement, each share~~ of ~~common~~Foundry ~~stock~~Networks, ~~par value $0~~Inc.~~0001 per~~ ~~share, of the Company~~ (“Foundry ~~Common Stock~~”) ~~(other than shares owned by Foundry~~ or ~~Brocade)~~the ~~will~~“Company”), beon ~~converted into~~ the ~~right~~recommendation toof ~~receive~~the ~~$18.50~~Compensation inCommittee ~~cash~~of ~~plus~~the ~~0.0907~~Board ~~shares~~ of ~~Brocade~~Directors, ~~common~~awarded restricted stock, ~~par~~units ~~value $0.001 per share~~ (“~~Brocade Common Stock~~RSUs”). ~~Options~~ to ~~purchase~~certain ~~Foundry~~executive ~~Common Stock~~officers ~~and restricted stock units~~ of ~~Foundry will be converted into~~ the ~~rights~~Company ~~described~~ in the ~~Merger~~ ~~Agreement.~~amounts ~~Brocade has announced that it anticipates financing the Merger through a~~set ~~combination~~forth ~~of cash on hand (at both companies) and approximately $1.5 billion of committed debt~~below: ~~financing from Bank of America and Morgan Stanley Senior Funding, Inc., subject to customary terms and conditions.~~

Consummation of the Merger is subject to customary conditions, including (i) adoption of the Merger Agreement by holders of a majority of the Foundry Common Stock outstanding, (ii) absence of any law or order prohibiting the consummation of the Merger, and (iii) expiration or termination of the Hart-Scott-Rodino waiting period and certain other regulatory approvals. The parties have agreed to use their reasonable best efforts to obtain all necessary regulatory approvals, subject to certain limitations. In addition, each party’s obligation to consummate the Merger is subject to certain other conditions, including (i) subject to certain exceptions, the accuracy of the representations and warranties of the other party, subject to specified materiality thresholds and (ii) compliance of the other party with its covenants, subject to specified materiality thresholds. The Merger Agreement contains termination rights for each of Foundry and Brocade in certain circumstances, some of which would require Foundry or Brocade to pay the other a termination fee and/or expenses.

Name

Title

Restricted Stock Units

Daniel Fairfax

Chief Financial Officer

100,000

Laurence Akin

SVP, Worldwide Sales

60,000

Ken Cheng

VP& GM, H/V Systems

60,000

Richard Bridges

VP, Manufacturing

60,000

The ~~foregoing~~RSUs ~~description~~granted above vest ratably over a three-year period, with one-third of such RSUs vesting on the ~~Merger~~first ~~and~~anniversary of the ~~Merger~~grant ~~Agreement~~date, ~~does~~and ~~not~~one-third ~~purport~~of tosuch beRSUs vesting on each ~~complete~~anniversary ~~and~~thereafter. isThe ~~qualified~~Company inmade ~~its~~the ~~entirety~~RSU bygrants ~~reference~~pursuant to the ~~Merger~~terms ~~Agreement,~~of ~~which~~Stock ~~is filed as~~Unit ~~Exhibit 2.1~~Agreements ~~hereto~~(the ~~and~~“Agreements”) isentered ~~incorporated~~into ~~herein~~with byeach ~~reference~~executive officer.

~~The~~A ~~representations,~~form ~~warranties~~of ~~and~~the ~~covenants~~Agreement ~~contained~~is inattached ~~the~~hereto as ~~Merger~~Exhibit 10.23 ~~Agreement~~and ~~were~~is ~~made~~incorporated ~~only for~~herein ~~purposes~~by ofreference. ~~such~~It ~~agreement~~provides ~~and~~that asthe ofRSUs ~~specific~~shall ~~dates,~~not ~~were~~be ~~solely~~subject ~~for~~to the ~~benefit~~acceleration of ~~the parties~~vesting toprovisions ~~the~~contained ~~Merger~~in ~~Agreement,~~the ~~and~~executive ~~are~~officer’s ~~subject~~Change toof ~~limitations~~Control ~~agreed~~Severance ~~upon~~Agreement bywith the Company, ~~contracting~~if ~~parties~~applicable, ~~including~~ ~~being~~or ~~qualified~~any byother ~~confidential~~agreement ~~disclosures~~between ~~exchanged~~the ~~between~~Company and the ~~parties~~executive officer providing for acceleration of vesting in connection with the ~~execution~~acquisition of the ~~Merger~~Company ~~Agreement.~~by ~~The~~Brocade Communication ~~representations~~Systems, Inc. (“Brocade,” and ~~warranties~~such ~~may~~transaction, ~~have~~the ~~been~~“Merger”). ~~made~~However, if such ~~for~~executive officer’s employment with the ~~purposes~~Company ofis ~~allocating~~terminated ~~contractual~~by ~~risk~~the ~~between~~Company or Brocade in connection with the ~~parties~~Merger prior to the ~~Merger~~one ~~Agreement~~year ~~instead~~ anniversary of ~~establishing~~the ~~these~~vesting ~~matters~~commencement asdate ~~facts,~~ and ~~may~~such beexecutive ~~subject~~officer is a party to ~~standards~~a Change of ~~materiality~~Control ~~applicable~~Severance toAgreement with the ~~contracting~~Company ~~parties~~or ~~that~~any ~~differ~~other ~~from~~agreement ~~those~~between ~~applicable~~the toCompany ~~investors.~~and ~~Investors~~the ~~are~~executive ~~not~~officer ~~third-party~~providing ~~beneficiaries~~for ~~under~~acceleration ~~the~~of ~~Merger~~vesting ~~Agreement~~in ~~and~~connection ~~should~~with ~~not rely on~~ the ~~representations~~Merger, ~~warranties~~ ~~and~~then, ~~covenants~~upon or any ~~descriptions~~such termination, ~~thereof~~the asvesting ~~characterizations~~ of ~~the~~that ~~actual~~number ~~state~~ of ~~facts~~ orRSUs ~~condition~~subject ofto ~~Foundry,~~the ~~Brocade,~~Agreement ~~Falcon~~shall ~~Acquisition~~be ~~Sub,~~accelerated ~~Inc.,~~in oran amount ~~any~~equal ofto ~~their~~(1) the ~~respective subsidiaries~~total ornumber ~~affiliates.~~of ~~Moreover,~~days ~~information~~elapsed ~~concerning~~from July 21, 2008 (the ~~subject~~signing ~~matter~~date of the ~~representations~~ ~~and~~Merger ~~warranties~~Agreement) ~~may~~through ~~change after~~ the date of ~~the~~such termination, ~~Merger~~divided ~~Agreement~~by 365, ~~which~~multiplied ~~subsequent information~~by ~~may~~(2) the ornumber ~~may~~of ~~not~~RSUs bethat ~~fully~~would ~~reflected~~have invested ~~Foundry’s~~under orthe Agreement ~~Brocade’s~~one ~~respective~~year ~~public disclosures~~after the vesting commencement date.

2Form of Stock Unit Agreement for Non-U.S. Participants

On July 31, 2008, the Compensation Committee of the Board of Directors of the Company approved a form of Stock Unit Agreement for use for Non-U.S. Participants under the Company’s 2006 Stock Incentive Plan. A form of the Stock Unit Agreement is attached hereto as Exhibit 10.24 and is incorporated herein by reference.


Item 8.01. Other Events

The information set forth in Item 5.02 is incorporated herein by reference.

AtAdditional the same time that the Merger Agreement was entered into, Bobby R. Johnson, Jr., Chief Executive Officer of the Company, entered into a Voting Agreement (the “Voting Agreement”) with Brocade. The Voting Agreement provides that Mr. Johnson will vote his Foundry Common Stock in favor of the adoption of the Merger Agreement and against any alternative transaction. The Voting Agreement will terminate upon the earlier of (1) the termination of the Merger Agreement in accordance with its terms, (2) the mutual agreement of the parties or (3) upon an amendment of the Merger Agreement in certain ways adversely effecting the consideration to be paid to the stockholders of the Company. The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the Voting Agreement, which is filed as Exhibit 2.2 hereto and is incorporated herein by reference. Information

~~Item~~ In connection with the proposed transaction, Brocade and Foundry will be filing documents with the SEC, including the filing by Foundry of a proxy statement/prospectus and by Brocade of a registration statement on Form S-4 that includes the proxy statement/prospectus. Investors and security holders are urged to read the registration statement on Form S-4 and the related proxy/prospectus when they become available because they will contain important information about the proposed transaction. Investors and security holders may obtain free copies of these documents (when they are available) and other documents filed with the SEC at the SEC’s web site at www.sec.gov and by contacting Brocade Investor Relations at (408) 8333-8000 or Foundry Investor Relations at (408) 207-1399.01 ~~Other~~Investors ~~Events~~and security holders may obtain free copies of the documents filed with the SEC on Brocade’s website at www.brcd.com or Foundry’s website at www.foundrynet.com/company/ir/ or the SEC’s website at www.sec.gov.

OnFoundry ~~July 23,~~and ~~2008,~~its ~~the~~directors ~~Company~~and ~~posted~~executive ~~the~~officers ~~following~~may ~~informational~~be ~~materials~~deemed onparticipants ~~its~~in ~~intranet for~~the ~~use~~solicitation ~~and~~of ~~review~~proxies byfrom the ~~Company’s~~stockholders ~~employees:~~of ~~(1) a~~Foundry ~~Sales~~in ~~Messaging~~connection ~~overview~~with (the ~~“Sales Messaging~~proposed ~~Document”);~~transaction. ~~(2) a~~Information ~~Frequently~~regarding ~~Asked~~the ~~Questions~~interests ~~document~~of ~~describing~~these ~~the~~directors ~~Merger~~and toexecutive ~~the~~officers ~~Company’s employees~~in (the proposed ~~“Employee~~transaction ~~FAQ”);~~will ~~(3) a~~be ~~Frequently~~included ~~Asked~~in ~~Questions~~the ~~document~~proxy ~~(the~~statement/prospectus ~~“Customer~~described ~~FAQ”);~~above. ~~and~~Additional ~~(4) a~~information ~~Sales~~regarding ~~Presentation (~~the ~~“Sales~~directors ~~Presentation”).~~and ~~The~~executive ~~Sales~~officers ~~Messaging~~of ~~Document,~~Foundry ~~Employee~~is ~~FAQ, Customer~~also ~~FAQ,~~included ~~and~~in ~~Sales~~Foundry’s proxy ~~Presentation~~statement ~~are~~for ~~attached~~its ~~hereto~~2008 asAnnual ~~Exhibits~~Meeting ~~99.1,~~of ~~99.2~~Stockholders, ~~99.3,~~which ~~and~~was ~~99.4~~filed with the SEC on April ~~respectively~~18, 2008.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are furnished with this report on Form 8-K:


Exhibit No.		Description

	10.23	Form of Stock Unit Agreement entered into between Foundry Networks, Inc. and certain executive officers

	10.24	Form of Stock Unit Agreement for Non-U.S. Participants

Exhibit
Number		Description
2.1		Agreement and Plan of Merger, dated as of July 21, 2008, by and among Brocade Communications Systems, Inc., Falcon Acquisition Sub, Inc. and Foundry Networks, Inc.
2.2		Voting Agreement, dated as of July 21, 2008, by and among Brocade Communications Systems, Inc. and Bobby R. Johnson, Jr.
99.1		Sales Messaging Document
99.2		Employee FAQ
99.3		Customer FAQ
99.4		Sales Presentation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~the~~as ~~Registrant~~amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FOUNDRY NETWORKS, INC (Registrant)
	FOUNDRY NETWORKS, INC.
Date: July 23, 2008	By:	/s/ Cliff Moore
Date: August 6, 2008	By:	/s/ Cliff Moore
		Cliff Moore
		Vice President, General Counsel and Corporate Secretary

~~Exhibit Index~~EXHIBIT INDEX

Exhibit Number		Exhibit
Exhibit No.		Description
	2.1	Agreement and Plan of Merger, dated as of July 21, 2008, by and among Brocade Communications Systems, Inc., Falcon Acquisition Sub, Inc. and Foundry Networks, Inc.
	10.23	Form of Stock Unit Agreement entered into between Foundry Networks, Inc. and certain executive officers
	2.2	Voting Agreement, dated as of July 21, 2008, by and among Brocade Communications Systems, Inc. and Bobby R. Johnson, Jr.
	10.24	Form of Stock Unit Agreement for Non-U.S. Participants
	99.1	Sales Messaging Document
	99.2	Employee FAQ
	99.3	Customer FAQ
	99.4	Sales Presentation

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