8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):       October 21, 2002

CISCO SYSTEMS, INC.

(Exact Name of Registrant as Specified in Charter)

California	0-18225	77-0059951
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

170 West Tasman Drive, San Jose, California	95134-1706
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:    (408) 526-4000

TABLE OF CONTENTS

	Item 5. Other Events.
	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

Item 5. Other Events.

         On October 22, 2002, Cisco Systems, Inc. (the “Registrant”) announced that it has signed a definitive agreement to acquire privately-held Psionic Software, Inc., a Delaware corporation. A copy of the press release issued by the Registrant on October 22, 2002 concerning the foregoing transaction is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

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

(c)	Exhibits.
	99.1	Press Release of Registrant, dated October 22, 2002, announcing that it has signed a definitive agreement to acquire privately-held Psionic Software, Inc., a Delaware corporation.

SIGNATURES

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

	CISCO SYSTEMS, INC
Dated: October 23, 2002	By: /s/ Daniel Scheinman
	Daniel Scheinman, Senior Vice President
	and Assistant Secretary

EXHIBIT INDEX

Exhibit
Number	Description of Document
99.1	Press Release of Registrant, dated October 22, 2002, announcing that it has signed a definitive agreement to acquire privately-held Psionic Software, Inc., a Delaware corporation.

EX-99.1 3 f85075exv99w1.htm EXHIBIT 99.1

EXHIBIT 99.1
PRESS RELEASE

Press Contacts:	Investor Relations Contact:
Robyn Jenkins	Blair Christie
Cisco Systems, Inc.	Cisco Systems, Inc.
(408) 853-9848	(408) 525-4856
rojenkin@cisco.com	blchrist@cisco.com
Rob Barlow
Cisco Systems, Inc.
(408) 527-5018
rbarlow@cisco.com

Cisco Systems to Acquire Psionic Software

Software Reduces Network Security False Alarms, Improving Business Productivity and Lowering Costs

         SAN JOSE, Calif., Oct. 22, 2002 –– Cisco Systems, Inc., today announced a definitive agreement to acquire privately-held Psionic Software, Inc. of Austin, Texas. Psionic develops network security software that increases the efficiency of intrusion detection systems (IDS) by reducing false alarms by up to 95 percent. Psionic’s software will allow Cisco security customers to increase productivity and lower the costs associated with network-based intrusion detection systems (NIDS) by enabling businesses to focus manpower and attention on legitimate attacks against their networks.

         Psionic’s software addresses the number one problem associated with current IDS security technology by reducing false alarms and quickly validating potential security breaches. Integrating Psionic’s software with Cisco IDS products, which utilize multiple modes to identify malicious network security activity, will provide enterprise customers with high-performance security attack identification and suppression across a range of network environments, offering a more comprehensive approach to security while minimizing operational costs. This integration also provides the basis for future in-line IDS architectures where today, the high rate of mis-identified attacks often leads to the termination of legitimate network traffic.

         Under the terms of the agreement, Cisco common stock worth an aggregate value of up to $12 million will be exchanged for all outstanding shares and options of Psionic Software. In connection with the acquisition, Cisco expects a nominal one-time charge for purchased in-process research and development expenses. The acquisition of Psionic is expected to close in the second quarter of Cisco’s fiscal year 2003. The acquisition has been approved by the board of directors of each company and is subject to various closing conditions.

         Psionic’s intrusion response technology goes beyond the alarm consolidation and correlation products on the market today by using patented adaptive scanning techniques to rapidly validate IDS events, escalate legitimate attacks and remediate costly intrusions. With Psionic’s unique technology, only those qualified attacks that have the highest damage potential against vulnerable systems will be terminated, thus ensuring maximum network protection.

         The acquisition of Psionic Software enhances Cisco’s existing network security portfolio consisting of VPN gateways and concentrators, firewalls, IDS and security management applications. Cisco delivered the security industry’s first commercial network intrusion detection system in 1995. The acquisition of Psionic further illustrates Cisco’s commitment and focus on continued innovation and leadership in the IDS market.

         Psionic Software was founded in January 2000. Psionic’s eight employees will join the Cisco VPN and Security Services (VSEC) business unit under the direction of Richard Palmer, VSEC vice president and general manager.

About Cisco Systems

         Cisco Systems, Inc. (NASDAQ: CSCO) is the worldwide leader in networking for the Internet. News and information are available at www.cisco.com.

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Cisco, Cisco Systems, and the Cisco Systems logo are registered trademarks of Cisco Systems, Inc. and/or its affiliates in the U.S. and certain other countries. All other trademarks mentioned in this document are the property of their respective owners.

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EX-99.1

Exhibit 99.1