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): January 24, 2003

CISCO SYSTEMS, INC.

(Exact Name of Registrant as Specified in Charter)

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

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

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

Item 5. Other Events.

          On January 24, 2003, Cisco Systems, Inc. (the “Registrant”) announced that it has signed a definitive agreement to acquire privately-held Okena, Inc., a Delaware corporation. A copy of the press release issued by the Registrant on January 24, 2003 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 January 24, 2003, announcing that it has signed a definitive agreement to acquire privately-held Okena, 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: January 27, 2003	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 January 24, 2003, announcing that it has signed a definitive agreement to acquire privately-held Okena, Inc., a Delaware corporation.

EX-99.1 3 f87205exv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 PRESS RELEASE PRESS CONTACTS: INVESTOR RELATIONS CONTACT: Jim Brady Blair Christie Cisco Systems, Inc. Cisco Systems, Inc. (408) 853-3168 (408) 525-4856 jambrady@cisco.com blchrist@cisco.com Amy Hughes Cisco Systems, Inc. (408) 525-8471 amhughes@cisco.com CISCO SYSTEMS TO ACQUIRE OKENA, INC. Acquisition Extends Cisco's Network Security Portfolio with Next-Generation Endpoint Security Solution SAN JOSE, Calif., January 24, 2003 - - Cisco Systems, Inc., today announced a definitive agreement to acquire privately-held Okena, Inc. of Waltham, Mass. Okena's next-generation network security software provides threat protection for desktop and server computing systems, also known as "endpoints," by identifying and preventing malicious behavior before it causes harm. With the addition of Okena's endpoint security software, Cisco will offer its customers the most comprehensive network security threat protection portfolios for securing large corporate networks. The acquisition of Okena enhances Cisco's leadership in the rapidly growing market segment for networking security. Under the terms of the agreement, Cisco common stock worth an aggregate value of approximately $154 million will be exchanged for all outstanding shares and options of Okena. In connection with the acquisition of Okena, Cisco expects a one-time charge for purchased in-process research and development expenses not to exceed $0.01 per share. The acquisition of Okena is expected to close in the third 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. "The acquisition of Okena reinforces Cisco's commitment to leadership in the network security market and is part of a significant initiative to more tightly integrate network and endpoint security," said Richard Palmer, vice president and general manager, Cisco Virtual Private Network and Security (VSEC) Business Unit. "By removing endpoint vulnerabilities, Okena's preventive software solution enhances the overall security, availability and integrity of corporate networks." Okena's technology extends beyond conventional desktop and server security solutions. Rather than relying on signature-based techniques, Okena technology intercepts all operating system, file system, configuration, registry, and network requests, preventing malicious activity from occurring. This unique, behavior-based approach provides customers robust protection and reduces operational costs. Okena's security software aggregates and extends multiple endpoint security functions - Host-based Intrusion Detection (HIDS), distributed firewall, malicious code protection and operating system lockdown - in a single, integrated solution. Additionally, because it protects against Day Zero viruses and worms, Okena's technology is complementary to conventional desktop Anti-Virus solutions. The acquisition of Okena further enhances Cisco's comprehensive security portfolio of network-integrated solutions and appliances for Virtual Private Networks (VPN), firewalling, intrusion protection, and security management. Okena was founded in 1999. Okena's 52 employees will join the Cisco Virtual Private Network and Security Business Unit under the direction of Richard Palmer. 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. # # # 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. -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                    EXHIBIT 99.1
                                                                   PRESS RELEASE



PRESS CONTACTS:                                INVESTOR RELATIONS CONTACT:

Jim Brady                                      Blair Christie
Cisco Systems, Inc.                            Cisco Systems, Inc.
(408) 853-3168                                 (408) 525-4856
jambrady@cisco.com                             blchrist@cisco.com

Amy Hughes
Cisco Systems, Inc.
(408) 525-8471
amhughes@cisco.com

                      CISCO SYSTEMS TO ACQUIRE OKENA, INC.

   Acquisition Extends Cisco's Network Security Portfolio with Next-Generation
                           Endpoint Security Solution

      SAN JOSE, Calif., January 24, 2003 - - Cisco Systems, Inc., today
announced a definitive agreement to acquire privately-held Okena, Inc. of
Waltham, Mass. Okena's next-generation network security software provides threat
protection for desktop and server computing systems, also known as "endpoints,"
by identifying and preventing malicious behavior before it causes harm. With the
addition of Okena's endpoint security software, Cisco will offer its customers
the most comprehensive network security threat protection portfolios for
securing large corporate networks. The acquisition of Okena enhances Cisco's
leadership in the rapidly growing market segment for networking security.

      Under the terms of the agreement, Cisco common stock worth an aggregate
value of approximately $154 million will be exchanged for all outstanding shares
and options of Okena. In connection with the acquisition of Okena, Cisco expects
a one-time charge for purchased in-process research and development expenses not
to exceed $0.01 per share. The acquisition of Okena is expected to close in the
third 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.

      "The acquisition of Okena reinforces Cisco's commitment to leadership in
the network security market and is part of a significant initiative to more
tightly integrate network and

endpoint security," said Richard Palmer, vice president and general manager,
Cisco Virtual Private Network and Security (VSEC) Business Unit. "By removing
endpoint vulnerabilities, Okena's preventive software solution enhances the
overall security, availability and integrity of corporate networks."

      Okena's technology extends beyond conventional desktop and server security
solutions. Rather than relying on signature-based techniques, Okena technology
intercepts all operating system, file system, configuration, registry, and
network requests, preventing malicious activity from occurring. This unique,
behavior-based approach provides customers robust protection and reduces
operational costs.

      Okena's security software aggregates and extends multiple endpoint
security functions - Host-based Intrusion Detection (HIDS), distributed
firewall, malicious code protection and operating system lockdown - in a single,
integrated solution. Additionally, because it protects against Day Zero viruses
and worms, Okena's technology is complementary to conventional desktop
Anti-Virus solutions.

      The acquisition of Okena further enhances Cisco's comprehensive security
portfolio of network-integrated solutions and appliances for Virtual Private
Networks (VPN), firewalling, intrusion protection, and security management.

      Okena was founded in 1999. Okena's 52 employees will join the Cisco
Virtual Private Network and Security Business Unit under the direction of
Richard Palmer.

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.

                                      # # #

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.