content: <PAGE>   1
                                      
  
        As filed with the Securities and Exchange Commission on June 20, 1996
                                                      Registration No. 333-_____
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                 ------------------
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                 -------------------
  
                            CASCADE COMMUNICATIONS CORP.
                            ----------------------------
               (Exact Name of Registrant as Specified in Its Charter)
  
  
  
             Delaware                                       04-3099677
   ------------------------------             -----------------------------------
  (State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
  Incorporation or Organization)
  
  
                 5 Carlisle Road, Westford, Massachusetts 01886-3601
                 ---------------------------------------------------
                 (Address of Principal Executive Offices) (Zip Code)
  
  
                    Arris Networks, Inc. 1995 Stock Option Plan
                    -------------------------------------------
                              (Full Title of the Plan)
  
                              ------------------------
  
                                   Daniel E. Smith
                        President and Chief Executive Officer
                            Cascade Communications Corp.
                                   5 Carlisle Road
                         Westford, Massachusetts 01886-3601
  
                              ------------------------
                       (Name and Address of Agent For Service)
  
  
                                   (508) 692-2600
                                   --------------  
            (Telephone Number, Including Area Code, of Agent For Service)
  
                              ------------------------
  
                                      Copy to:
  
                                John A. Meltaus, Esq.
                           Testa, Hurwitz & Thibeault, LLP
                                  High Street Tower
                                   125 High Street
                             Boston, Massachusetts 02110
                                   (617) 248-7000
  
                     Total of Sequentially Numbered Pages: ____
                   Exhibit Index on Sequentially Numbered Page: 9
  
  
  
  <PAGE>   2
  
  
                                      - 2 -
  
  
  <TABLE>
  
                           CALCULATION OF REGISTRATION FEE
  
  <CAPTION>
  
                                            Proposed     Proposed
                                            Maximum       Maximum
          Title of                          Offering     Aggregate    Amount of
         Securities         Amount to be   Price Per     Offering    Registration
      to be Registered       Registered      Share         Price         Fee
  
  <S>                          <C>          <C>         <C>           <C>       
  ARRIS NETWORKS, INC.         242,021      $0.04(1)    $9,680.84     $100.00(2)
  CORPORATION 1995 STOCK
  OPTION PLAN
  Common Stock, $.001 par value
  
        TOTAL:                 242,021 shares           $9,680.84     $100.00
                                                                      =======
                                  
  
  - ----------
  <FN>
  
  (1)  Such shares are issuable upon exercise of outstanding options with fixed
       exercise prices. Pursuant to, Rule 457(h)(1) of Regulation C under the
       Securities Act of 1933, as amended, the aggregate offering price has been
       computed upon the basis of the price at which the options may be exercised.
  
  (2)  Calculated pursuant to Section 6(b) of the Securities Act of 1933, as 
       amended.
  
  </TABLE>
  
  
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  
  Item 1.  Plan Information.
           -----------------
  
      The documents containing the information specified in this Item 1 will be
  sent or given to employees, directors or others as specified by Rule 428(b)(1).
  In accordance with the rules and regulations of the Securities and Exchange
  Commission (the "Commission") and the instructions to Form S-8, such documents
  are not being filed with the Commission either as part of this Registration
  Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
  
  Item 2.  Registrant Information and Employee Plan Annual Information.
           ------------------------------------------------------------
  
      The documents containing the information specified in this Item 2 will be
  sent or given to employees as specified by Rule 428(b)(1). In accordance with
  the rules and regulations of the Commission and the instructions to Form S-8,
  such documents are not being filed with the Commission either as part of this
  Registration Statement or as prospectuses or prospectus supplements pursuant to
  Rule 424.
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  
  
  <PAGE>   3
  
                                        -3-
  
  
  
  Item 3.  Incorporation of Documents by Reference.
           ----------------------------------------
  
      The following documents filed with the Commission are incorporated by
  reference in this Registration Statement:
  
      (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
           December 31, 1995.
  
      (b)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
           March 30, 1996.
  
      (c)  The Company's Current Report on Form 8-K dated May 3, 1996, reporting
           the acquisition by the Company of Arris Networks, Inc., a Delaware
           corporation ("Arris").
  
      (d)  The Company's Current Reports on Form 8-K dated February 27, 1996 and
           May 30, 1996.
  
      (f)  The description of the Company's Common Stock, $.001 par value per
           share, contained in the Registration Statement on Form 8-A filed under
           the Exchange Act on July 26, 1994, including any amendment or report
           filed for the purpose of updating such description.
  
      All documents subsequently filed with the Commission by the Registrant
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
  the filing of a post-effective amendment which indicates that all securities
  offered herein have been sold or which deregisters all securities then remaining
  unsold, shall be deemed to be incorporated by reference in this Registration
  Statement and to be a part hereof from the date of filing of such documents.
  
  Item 4.  Description of Securities.
           --------------------------
    
      Not applicable.
  
  Item 5.  Interest of Named Experts and Counsel.
           --------------------------------------
  
      Not applicable.
  
  Item 6.  Indemnification of Directors and Officers.
           ------------------------------------------
  
      Article EIGHT of the Registrant's Amended and Restated Certificate of
  Incorporation provides that no director of the Registrant shall be personally
  liable to the Registrant or its stockholders for monetary damages for breach of
  fiduciary duty as a director notwithstanding any provision of law imposing such
  liability, except, to the extent provided by applicable law (i) for any breach
  of the director's duty of loyalty to the Registrant or its stockholders, (ii)
  for acts or omissions not in good faith or which involve intentional misconduct
  or a knowing violation of law, (iii) under Section 174 of the General
  Corporation Law of the State of Delaware, or (iv) for any transaction from which
  the director derived an improper personal benefit. If the General Corporation
  Law of the State of Delaware is amended hereafter to authorize corporation
  action further eliminating or limiting the personal liability of directors, then
  the liability of a director of the Registrant shall be eliminated or limited to
  the fullest extent permitted by the General Corporation Law of the State of
  Delaware, as so amended. No amendment or repeal of Article EIGHT shall apply to
  have any effect on the liability or alleged liability of any director for or
  with respect to any acts or omissions of such director occurring prior to such
  amendment or repeal.
  
  
  
  
  <PAGE>   4
                                        -4-
  
  
      Article TENTH of the Registrant's Amended and Restated Certificate of
  Incorporation provides that the Registrant shall, to the maximum extent
  permitted from time to time under the laws of the State of Delaware, indemnify
  and upon request shall advance expenses to any person who is or was a party or
  is threatened to be made a party to any threatened, pending or completed action,
  suit, proceeding or claim, whether civil, criminal, administrative or
  investigative, by reason of the fact that he is or was or has agreed to be a
  director or officer of the Registrant or while a director or officer is or was
  serving at the request of the Registrant as a director, officer, partner,
  trustee, employee or agent of any corporation, partnership, joint venture, trust
  or other enterprise, including service with respect to employee benefit plans,
  against any and all expenses (including attorney's fees and expenses),
  judgments, fines, penalties and amounts paid in settlement or incurred in
  connection with the investigation, preparation to defend or defense of such
  action, suit, proceeding or claim; PROVIDED, HOWEVER, that the foregoing shall
  not require the Registrant to indemnify or advance expenses to any person in
  connection with any action, suit, proceeding, claim or counterclaim initiated by
  or on behalf of such person. Such indemnification shall not be exclusive of
  other indemnification rights arising under any By-law, agreement, vote of
  directors or stockholders or otherwise and shall inure to the benefit of the
  heirs and legal representatives of such person. Any repeal or modification of
  Article TENTH shall not adversely affect any right or protection of a director
  or officer of the Registrant existing at the time of such repeal or
  modification.
  
      Article ELEVENTH of the Registrant's Amended and Restated Certificate of
  Incorporation further provides that in addition to the vote of the holders of
  any class or series of stock of the Registrant required by law or by the Amended
  and Restated Certificate of Incorporation, but in addition to any vote of the
  holders of any class or series of stock of the Corporation required by law, the
  Amended and Restated Certificate of Incorporation or a Certificate of
  Designation with respect to a series of Preferred Stock, the affirmative vote of
  the holders of shares of voting stock of the Registrant representing at least
  seventy-five percent (75%) of the voting power of all of the then outstanding
  shares of the capital stock of the Registrant entitled to vote generally in the
  election of directors, voting together as a single class, shall be required to
  amend or repeal, or adopt any provision inconsistent with Article EIGHTH, TENTH
  or ELEVENTH of the Amended and Restated Certificate of Incorporation.
  
      The Company has obtained directors and officers liability insurance for the
  benefit of its directors and certain of its officers.
  
  Item 7.  Exemption From Registration Claimed.
           ------------------------------------
  
      Not applicable.
  
  Item 8.  Exhibits
           --------
    
       Exhibit
       Number           Description of Exhibit
       ------           ----------------------
  
       Exhibit 4.1      Amended and Restated Certificate of Incorporation of the
                        Registrant (filed as Exhibit 3.1 to the Registrant's
                        Registration Statement on Form S-1 (File No. 33-79330)
                        and incorporated herein by reference).
  
       Exhibit 4.2      Certificate of Amendment of Amended and Restated
                        Certificate of Incorporation of the Registrant.
  
  
  
  
  <PAGE>   5
  
                                        -5-
  
  
  
  
       Exhibit 4.3      Amended and Restated By-laws of the Registrant (filed as
                        Exhibit 3.2 to the Registrant's Registration Statement
                        on Form S-1 (File No. 33-79330) and incorporated herein
                        by reference).
  
       Exhibit 4.4      Specimen Stock certificate representing the Common
                        Stock of the Registrant (filed as Exhibit 4.1 to the
                        Registrant's Registration Statement on Form S-1 (File No.
                        33-79330) and incorporated herein by reference).
  
       Exhibit 4.5      Arris Networks, Inc. 1995 Stock Option
                        Plan.
  
       Exhibit 5.1      Opinion of Testa, Hurwitz & Thibeault, LLP.
  
       Exhibit 23.1     Consent of Testa, Hurwitz & Thibeault, LLP (included
                        in Exhibit 5.1).
  
       Exhibit 23.2     Consent of Coopers & Lybrand L.L.P.
  
  
  Item 9.  Undertakings.
           -------------
  
      (a)  The undersigned Registrant hereby undertakes:
  
           (1)  To file, during any period in which offers or sales are being
                made, a post-effective amendment to this Registration Statement:
  
                (i)  To include any prospectus required by Section 10(a)(3) of
                     the Securities Act of 1933;
  
               (ii)  To reflect in the prospectus any facts or events arising
                     after the effective date of the Registration Statement (or
                     the most recent post-effective amendment thereof) which,
                     individually or in the aggregate, represent a fundamental
                     change in the information set forth in the Registration
                     Statement; and
  
              (iii)  To include any material information with respect to the plan
                     of distribution not previously disclosed in the Registration
                     Statement or any material change to such information in the
                     Registration Statement;
  
                provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
                apply if the information required to be included in a
                post-effective amendment by those paragraphs is contained in
                periodic reports filed with or furnished to the Commission by the
                Registrant pursuant to Section 13 or Section 15(d) of the
                Securities Exchange Act of 1934 that are incorporated by reference
                in the Registration Statement.
  
           (2)  That, for the purpose of determining any liability under the
                Securities Act of 1933, each such post-effective amendment shall
                be deemed to be a new registration statement relating to the
                securities offered therein, and the offering of such securities at
                that time shall be deemed to be the initial bona fide offering
                thereof.
  
           (3)  To remove from registration by means of a post-effective amendment
                any of the securities being registered which remain unsold at the
                termination of the offering.
  
  
  
  
  
  
  <PAGE>   6
  
                                        -6-
  
  
  
  
      (b) The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in the
  Registration Statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
      (c) Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to directors, officers and controlling persons of
  the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in the Act
  and is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the Registrant of expenses
  incurred or paid by a director, officer or controlling person of the Registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Act and will be governed by the final adjudication of
  such issue.
  
  
  
  <PAGE>   7
                                        -7-
  
  
  
                                     SIGNATURES
  
      Pursuant to the requirements of the Securities Act of 1933, the Registrant,
  Cascade Communications Corp., certifies that it has reasonable grounds to
  believe that it meets all of the requirements for filing on Form S-8 and has
  duly caused this Registration Statement to be signed on its behalf by the
  undersigned, thereunto duly authorized, in the Westford, Commonwealth of
  Massachusetts on this 20th day of June, 1996.
  
   
                                         CASCADE COMMUNICATIONS CORP.
  
  
                                         By: /s/ Daniel E. Smith
                                             -------------------------------------
                                             Daniel E. Smith
                                             President and Chief Executive Officer
                                       
  
  
                                  POWER OF ATTORNEY
  
      KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose signature
  appears below constitutes and appoints, jointly and severally, Daniel E. Smith,
  Paul E. Blondin and Frances M. Jewels his or her attorneys-in-fact, each with
  the power of substitutions, for him or her in any and all capacities, to sign
  any amendments to this Registration Statement on Form S-8 (including any
  post-effective amendments), and to file the same, with all exhibits thereto, and
  other documents in connection therewith, with the Securities and Exchange
  Commission, hereby ratifying and confirming all that each of said
  attorneys-in-fact, or his or her substitute or substitutes, may do or cause to
  be done by virtue hereof.
  
      Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  
         SIGNATURE                  TITLE                           DATE
         ---------                  -----                           ----
  
  /s/ Daniel E. Smith        President, Chief Executive         June 20, 1996
  - -----------------------    Officer and Director
  Daniel E. Smith            
                             
  
  /s/ Paul E. Blondin        Vice President of Finance          June 20, 1996
  - -----------------------    and Administration, and Chief
  Paul E. Blondin            Financial Officer, Treasurer
                             and Clerk (Principle Financial
                             and Accounting Officer)
                             
                                 
  
  /s/ Victoria A. Brown      Director                            June 20, 1996
  - -----------------------    
  Victoria A. Brown
  
  /s/ Gururaj Deshpande      Director                            June 20, 1996
  - -----------------------    
  Gururaj Deshpande
  
  
  
  
  <PAGE>   8
                                        -8-
  
  
  
  
  /s/ Richard M. Burnes, Jr.       Director        June 20, 1996
  - ---------------------------      
  Richard M. Burnes, Jr.
  
  /s/ Bruns H. Grayson             Director        June 20, 1996
  - ---------------------------      
  Bruns H. Grayson
  
  /s/ Paul J. Ferri                Director        June 20, 1996 
  - ---------------------------     
  Paul J. Ferri
  
  /s/ Steven Walske                Director        June 20, 1996
  - ---------------------------      
  Steven Walske
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "CASCADE COMMUNICATIONS CORP.", "secsgml_size_bytes": 20478}]
metadata_filer: {"company-data": {"conformed-name": "CASCADE COMMUNICATIONS CORP", "cik": "0000887763", "assigned-sic": "3576", "irs-number": "043099677", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06417", "film-number": "96583536"}, "business-address": {"street1": "5 CARLISLE RD", "city": "WESTFORD", "state": "MA", "zip": "01886", "phone": "8006922401"}, "mail-address": {"street1": "5 CARLISLE ROAD", "city": "WESTORD", "state": "MA", "zip": "01886"}}
text: 1
                                      
  
        As filed with the Securities and Exchange Commission on June 20, 1996
                                                      Registration No. 333-_____
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                 ------------------
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                 -------------------
  
                            CASCADE COMMUNICATIONS CORP.
                            ----------------------------
               (Exact Name of Registrant as Specified in Its Charter)
  
             Delaware                                       04-3099677
   ------------------------------             -----------------------------------
  (State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
  Incorporation or Organization)
  
                 5 Carlisle Road, Westford, Massachusetts 01886-3601
                 ---------------------------------------------------
                 (Address of Principal Executive Offices) (Zip Code)
  
                    Arris Networks, Inc. 1995 Stock Option Plan
                    -------------------------------------------
                              (Full Title of the Plan)
  
                              ------------------------
  
                                   Daniel E. Smith
                        President and Chief Executive Officer
                            Cascade Communications Corp.
                                   5 Carlisle Road
                         Westford, Massachusetts 01886-3601
  
                              ------------------------
                       (Name and Address of Agent For Service)
  
                                   (508) 692-2600
                                   --------------  
            (Telephone Number, Including Area Code, of Agent For Service)
  
                              ------------------------
  
                                      Copy to:
  
                                John A. Meltaus, Esq.
                           Testa, Hurwitz & Thibeault, LLP
                                  High Street Tower
                                   125 High Street
                             Boston, Massachusetts 02110
                                   (617) 248-7000
  
                     Total of Sequentially Numbered Pages: ____
                   Exhibit Index on Sequentially Numbered Page: 9
  2
  
                                      - 2 -
  
                           CALCULATION OF REGISTRATION FEE
  Proposed     Proposed
                                            Maximum       Maximum
          Title of                          Offering     Aggregate    Amount of
         Securities         Amount to be   Price Per     Offering    Registration
      to be Registered       Registered      Share         Price         Fee
  ARRIS NETWORKS, INC.         242,021      $0.04(1)    $9,680.84     $100.00(2)
  CORPORATION 1995 STOCK
  OPTION PLAN
  Common Stock, $.001 par value
  
        TOTAL:                 242,021 shares           $9,680.84     $100.00
                                                                      =======
                                  
  
  - ----------
  (1)  Such shares are issuable upon exercise of outstanding options with fixed
       exercise prices. Pursuant to, Rule 457(h)(1) of Regulation C under the
       Securities Act of 1933, as amended, the aggregate offering price has been
       computed upon the basis of the price at which the options may be exercised.
  
  (2)  Calculated pursuant to Section 6(b) of the Securities Act of 1933, as 
       amended.
  PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Item 1.  Plan Information.
           -----------------
  
      The documents containing the information specified in this Item 1 will be
  sent or given to employees, directors or others as specified by Rule 428(b)(1).
  In accordance with the rules and regulations of the Securities and Exchange
  Commission (the "Commission") and the instructions to Form S-8, such documents
  are not being filed with the Commission either as part of this Registration
  Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
  
  Item 2.  Registrant Information and Employee Plan Annual Information.
           ------------------------------------------------------------
  
      The documents containing the information specified in this Item 2 will be
  sent or given to employees as specified by Rule 428(b)(1). In accordance with
  the rules and regulations of the Commission and the instructions to Form S-8,
  such documents are not being filed with the Commission either as part of this
  Registration Statement or as prospectuses or prospectus supplements pursuant to
  Rule 424.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  3
  
                                        -3-
  
  Item 3.  Incorporation of Documents by Reference.
           ----------------------------------------
  
      The following documents filed with the Commission are incorporated by
  reference in this Registration Statement:
  
      (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
           December 31, 1995.
  
      (b)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
           March 30, 1996.
  
      (c)  The Company's Current Report on Form 8-K dated May 3, 1996, reporting
           the acquisition by the Company of Arris Networks, Inc., a Delaware
           corporation ("Arris").
  
      (d)  The Company's Current Reports on Form 8-K dated February 27, 1996 and
           May 30, 1996.
  
      (f)  The description of the Company's Common Stock, $.001 par value per
           share, contained in the Registration Statement on Form 8-A filed under
           the Exchange Act on July 26, 1994, including any amendment or report
           filed for the purpose of updating such description.
  
      All documents subsequently filed with the Commission by the Registrant
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
  the filing of a post-effective amendment which indicates that all securities
  offered herein have been sold or which deregisters all securities then remaining
  unsold, shall be deemed to be incorporated by reference in this Registration
  Statement and to be a part hereof from the date of filing of such documents.
  
  Item 4.  Description of Securities.
           --------------------------
    
      Not applicable.
  
  Item 5.  Interest of Named Experts and Counsel.
           --------------------------------------
  
      Not applicable.
  
  Item 6.  Indemnification of Directors and Officers.
           ------------------------------------------
  
      Article EIGHT of the Registrant's Amended and Restated Certificate of
  Incorporation provides that no director of the Registrant shall be personally
  liable to the Registrant or its stockholders for monetary damages for breach of
  fiduciary duty as a director notwithstanding any provision of law imposing such
  liability, except, to the extent provided by applicable law (i) for any breach
  of the director's duty of loyalty to the Registrant or its stockholders, (ii)
  for acts or omissions not in good faith or which involve intentional misconduct
  or a knowing violation of law, (iii) under Section 174 of the General
  Corporation Law of the State of Delaware, or (iv) for any transaction from which
  the director derived an improper personal benefit. If the General Corporation
  Law of the State of Delaware is amended hereafter to authorize corporation
  action further eliminating or limiting the personal liability of directors, then
  the liability of a director of the Registrant shall be eliminated or limited to
  the fullest extent permitted by the General Corporation Law of the State of
  Delaware, as so amended. No amendment or repeal of Article EIGHT shall apply to
  have any effect on the liability or alleged liability of any director for or
  with respect to any acts or omissions of such director occurring prior to such
  amendment or repeal.
  4
                                        -4-
  
      Article TENTH of the Registrant's Amended and Restated Certificate of
  Incorporation provides that the Registrant shall, to the maximum extent
  permitted from time to time under the laws of the State of Delaware, indemnify
  and upon request shall advance expenses to any person who is or was a party or
  is threatened to be made a party to any threatened, pending or completed action,
  suit, proceeding or claim, whether civil, criminal, administrative or
  investigative, by reason of the fact that he is or was or has agreed to be a
  director or officer of the Registrant or while a director or officer is or was
  serving at the request of the Registrant as a director, officer, partner,
  trustee, employee or agent of any corporation, partnership, joint venture, trust
  or other enterprise, including service with respect to employee benefit plans,
  against any and all expenses (including attorney's fees and expenses),
  judgments, fines, penalties and amounts paid in settlement or incurred in
  connection with the investigation, preparation to defend or defense of such
  action, suit, proceeding or claim; PROVIDED, HOWEVER, that the foregoing shall
  not require the Registrant to indemnify or advance expenses to any person in
  connection with any action, suit, proceeding, claim or counterclaim initiated by
  or on behalf of such person. Such indemnification shall not be exclusive of
  other indemnification rights arising under any By-law, agreement, vote of
  directors or stockholders or otherwise and shall inure to the benefit of the
  heirs and legal representatives of such person. Any repeal or modification of
  Article TENTH shall not adversely affect any right or protection of a director
  or officer of the Registrant existing at the time of such repeal or
  modification.
  
      Article ELEVENTH of the Registrant's Amended and Restated Certificate of
  Incorporation further provides that in addition to the vote of the holders of
  any class or series of stock of the Registrant required by law or by the Amended
  and Restated Certificate of Incorporation, but in addition to any vote of the
  holders of any class or series of stock of the Corporation required by law, the
  Amended and Restated Certificate of Incorporation or a Certificate of
  Designation with respect to a series of Preferred Stock, the affirmative vote of
  the holders of shares of voting stock of the Registrant representing at least
  seventy-five percent (75%) of the voting power of all of the then outstanding
  shares of the capital stock of the Registrant entitled to vote generally in the
  election of directors, voting together as a single class, shall be required to
  amend or repeal, or adopt any provision inconsistent with Article EIGHTH, TENTH
  or ELEVENTH of the Amended and Restated Certificate of Incorporation.
  
      The Company has obtained directors and officers liability insurance for the
  benefit of its directors and certain of its officers.
  
  Item 7.  Exemption From Registration Claimed.
           ------------------------------------
  
      Not applicable.
  
  Item 8.  Exhibits
           --------
    
       Exhibit
       Number           Description of Exhibit
       ------           ----------------------
  
       Exhibit 4.1      Amended and Restated Certificate of Incorporation of the
                        Registrant (filed as Exhibit 3.1 to the Registrant's
                        Registration Statement on Form S-1 (File No. 33-79330)
                        and incorporated herein by reference).
  
       Exhibit 4.2      Certificate of Amendment of Amended and Restated
                        Certificate of Incorporation of the Registrant.
  5
  
                                        -5-
  
       Exhibit 4.3      Amended and Restated By-laws of the Registrant (filed as
                        Exhibit 3.2 to the Registrant's Registration Statement
                        on Form S-1 (File No. 33-79330) and incorporated herein
                        by reference).
  
       Exhibit 4.4      Specimen Stock certificate representing the Common
                        Stock of the Registrant (filed as Exhibit 4.1 to the
                        Registrant's Registration Statement on Form S-1 (File No.
                        33-79330) and incorporated herein by reference).
  
       Exhibit 4.5      Arris Networks, Inc. 1995 Stock Option
                        Plan.
  
       Exhibit 5.1      Opinion of Testa, Hurwitz & Thibeault, LLP.
  
       Exhibit 23.1     Consent of Testa, Hurwitz & Thibeault, LLP (included
                        in Exhibit 5.1).
  
       Exhibit 23.2     Consent of Coopers & Lybrand L.L.P.
  
  Item 9.  Undertakings.
           -------------
  
      (a)  The undersigned Registrant hereby undertakes:
  
           (1)  To file, during any period in which offers or sales are being
                made, a post-effective amendment to this Registration Statement:
  
                (i)  To include any prospectus required by Section 10(a)(3) of
                     the Securities Act of 1933;
  
               (ii)  To reflect in the prospectus any facts or events arising
                     after the effective date of the Registration Statement (or
                     the most recent post-effective amendment thereof) which,
                     individually or in the aggregate, represent a fundamental
                     change in the information set forth in the Registration
                     Statement; and
  
              (iii)  To include any material information with respect to the plan
                     of distribution not previously disclosed in the Registration
                     Statement or any material change to such information in the
                     Registration Statement;
  
                provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
                apply if the information required to be included in a
                post-effective amendment by those paragraphs is contained in
                periodic reports filed with or furnished to the Commission by the
                Registrant pursuant to Section 13 or Section 15(d) of the
                Securities Exchange Act of 1934 that are incorporated by reference
                in the Registration Statement.
  
           (2)  That, for the purpose of determining any liability under the
                Securities Act of 1933, each such post-effective amendment shall
                be deemed to be a new registration statement relating to the
                securities offered therein, and the offering of such securities at
                that time shall be deemed to be the initial bona fide offering
                thereof.
  
           (3)  To remove from registration by means of a post-effective amendment
                any of the securities being registered which remain unsold at the
                termination of the offering.
  6
  
                                        -6-
  
      (b) The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in the
  Registration Statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
      (c) Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to directors, officers and controlling persons of
  the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in the Act
  and is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the Registrant of expenses
  incurred or paid by a director, officer or controlling person of the Registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Act and will be governed by the final adjudication of
  such issue.
  7
                                        -7-
  
                                     SIGNATURES
  
      Pursuant to the requirements of the Securities Act of 1933, the Registrant,
  Cascade Communications Corp., certifies that it has reasonable grounds to
  believe that it meets all of the requirements for filing on Form S-8 and has
  duly caused this Registration Statement to be signed on its behalf by the
  undersigned, thereunto duly authorized, in the Westford, Commonwealth of
  Massachusetts on this 20th day of June, 1996.
  
   
                                         CASCADE COMMUNICATIONS CORP.
  
                                         By: /s/ Daniel E. Smith
                                             -------------------------------------
                                             Daniel E. Smith
                                             President and Chief Executive Officer
                                       
  
                                  POWER OF ATTORNEY
  
      KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose signature
  appears below constitutes and appoints, jointly and severally, Daniel E. Smith,
  Paul E. Blondin and Frances M. Jewels his or her attorneys-in-fact, each with
  the power of substitutions, for him or her in any and all capacities, to sign
  any amendments to this Registration Statement on Form S-8 (including any
  post-effective amendments), and to file the same, with all exhibits thereto, and
  other documents in connection therewith, with the Securities and Exchange
  Commission, hereby ratifying and confirming all that each of said
  attorneys-in-fact, or his or her substitute or substitutes, may do or cause to
  be done by virtue hereof.
  
      Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
         SIGNATURE                  TITLE                           DATE
         ---------                  -----                           ----
  
  /s/ Daniel E. Smith        President, Chief Executive         June 20, 1996
  - -----------------------    Officer and Director
  Daniel E. Smith            
                             
  
  /s/ Paul E. Blondin        Vice President of Finance          June 20, 1996
  - -----------------------    and Administration, and Chief
  Paul E. Blondin            Financial Officer, Treasurer
                             and Clerk (Principle Financial
                             and Accounting Officer)
                             
                                 
  
  /s/ Victoria A. Brown      Director                            June 20, 1996
  - -----------------------    
  Victoria A. Brown
  
  /s/ Gururaj Deshpande      Director                            June 20, 1996
  - -----------------------    
  Gururaj Deshpande
  8
                                        -8-
  
  /s/ Richard M. Burnes, Jr.       Director        June 20, 1996
  - ---------------------------      
  Richard M. Burnes, Jr.
  
  /s/ Bruns H. Grayson             Director        June 20, 1996
  - ---------------------------      
  Bruns H. Grayson
  
  /s/ Paul J. Ferri                Director        June 20, 1996 
  - ---------------------------     
  Paul J. Ferri
  
  /s/ Steven Walske                Director        June 20, 1996
  - ---------------------------      
  Steven Walske