-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NMF6xG2BOoXBf698kSgL7ptvlY1hhbv1FI1scmv+ER8V6CB1uGsJVoiRgyTaq1An IvoWOZPHfi9P72NarbvNKg== 0000891618-95-000727.txt : 19951208 0000891618-95-000727.hdr.sgml : 19951208 ACCESSION NUMBER: 0000891618-95-000727 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950929 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19951206 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CISCO SYSTEMS INC CENTRAL INDEX KEY: 0000858877 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 770059951 STATE OF INCORPORATION: CA FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18225 FILM NUMBER: 95599551 BUSINESS ADDRESS: STREET 1: 170 W TASMAN DR CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4085264000 MAIL ADDRESS: STREET 1: 170 WEST TASMAN DRIVE CITY: SAN JOSE STATE: CA ZIP: 95134-1706 8-K 1 FORM 8-K - DATED OF REPORT SEPTEMBER 29, 1995 1 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): SEPTEMBER 29, 1995 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 (Address of principal executive offices) (Zip Code) Company's telephone number, including area code: (408) 526-4000 (Former name or former address, if changed since last report.) 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. (a) On September 29, 1995, the Registrant acquired Combinet, Inc., a California corporation ("Combinet"), by the statutory merger (the "Merger") of a wholly-owned subsidiary of the Registrant, Mathilda Acquisition Corporation, a California corporation ("Sub"), with and into Combinet. The Merger was accomplished pursuant to the Agreement and Plan of Reorganization dated as of August 9, 1995, among the Registrant, Combinet and Sub, and a related Agreement of Merger (collectively, "Merger Agreements"). The Merger of Sub with and into Combinet occurred following the approval by written consent of the Merger Agreements by the shareholders of Combinet and satisfaction of certain other closing conditions. As a result of the Merger, the Registrant became the owner of 100% of the issued and outstanding common stock of Combinet and each outstanding share of Combinet Common stock (after conversion of Combinet's Preferred Stock into Combinet Common Stock) was converted into .1380976 of a share of the Registrant's Common Stock. The terms of the Merger Agreements were the result of arm's-length negotiations among the parties. A total of approximately 2,000,000 shares of the Registrant's Common Stock will be issued to former Combinet shareholders, optionholders and warrantholders in exchange for the acquisition by Sub of all outstanding Combinet capital stock and all unexpired and unexercised options to acquire Combinet capital stock. The shares issued to Combinet shareholders were issued pursuant to the exemption from the registration requirements of the Securities Act of 1933 provided by Section 3(a)(10) thereof. Combinet stock options to purchase Combinet Common Stock were assumed by the Registrant and remain outstanding as options to purchase shares of the Registrant's Common Stock. (b) Combinet sells several professional office products that provide small offices and residential users with easy access to remotely located information using telephone lines based on ISDN technology. ISDN is an advanced telecommunication service capable of moving information much faster than standard telephone service. The Registrant intends to continue such business. 2. 3 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial Statements of Businesses Acquired. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Exhibits: Exhibit Number 20.1 Press Releases of the Registrant dated August 10, 1995 and October 2, 1995. 3. 4 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: November 28, 1995 By: /s/ Larry R. Carter ----------------------- Larry R. Carter, Chief Financial Officer and Secretary 4. 5 EXHIBIT INDEX DESCRIPTION OF DOCUMENT Exhibit Number - ------ 20.1 Press Releases of the Registrant dated August 10, 1995 and October 2, 1995 . . . . . . . . . . . . . . . . . . . . . 5. EX-20.1 2 PRESS RELEASES 1 EXHIBIT 20.1 PRESS RELEASES 2 CISCO SYSTEMS TO ACQUIRE COMBINET INC. San Jose, CA (August 10, 1995) -- Cisco Systems Inc. today announced an agreement to purchase Combinet Inc., a leading maker of ISDN remote-access networking products. The acquisition will broaden Cisco's offerings for small office and residential users, particularly in the fast-growing area of telecommuting. Cisco will acquire the privately held Combinet in a stock swap in which two million shares of Cisco stock will be exchanged for all outstanding shares and options of Combinet. The transaction will be accounted for as a pooling of interests. The closing price of Cisco common stock on Aug. 9 was $57.125 per share giving the transaction as indicated value of $114.2 million. The transaction is expected to be completed by the end of September, and is subject to various conditions, including clearance under the Hart-Scott-Rodino Antitrust Act. Combinet's management, employees and product line will be incorporated into Cisco's Access Business Unit, headed by Vice President and General Manager Don Listwin. Cisco's intention in acquiring Combinet is to broaden the solutions Cisco offers for telecommuting; strengthen its expertise in Integrated Services Digital Network (ISDN) technology; extend its product offerings for remote ISDN access; and leverage Combinet's distributors and resellers. "The Combinet products round out Cisco's product line for remote-access applications and ISDN," Listwin said. Tom Williams, President and CEO of Combinet, said, "With remote users increasingly demanding robust solutions for connection to corporate enterprise networks and the Internet, the combination of Cisco and Combinet will establish a new standard in remote LAN access." Combinet sells several professional-office products which provide small offices and residential users with easy access to remotely located information using telephone lines based on ISDN technology, ISDN is an 3 advanced telecommunication service capable of moving information much faster than standard telephone service. Use of ISDN services is growing rapidly worldwide, and Combinet products are approved for use in more than 20 countries. Both Cisco and Combinet have alliance relationships with telephone companies who are in the forefront of providing ISDN service. Combinet platforms and functions will interoperate and integrate within the functions of the Cisco Internetwork Operating System (Cisco IOS(TM)) software, allowing use throughout the enterprise. This will extend Cisco's broad line of solutions for customers who want to use ISDN for wide-area connectivity -- from high-performance multiprotocol routers for corporate headquarters, to simple, low-cost access devices for small offices and homes. Cisco currently offers ISDN connectivity on a variety of products targeted at headquarters sites, departments and branch offices, including the Cisco 7000, Cisco 4000, Cisco 2500 and Cisco 1000 series of routers. The Combinet acquisition will enhance these offerings by adding a line of products with price points and feature sets appropriate to small offices and home users. Combinet, founded in 1988, employs 100 persons, most of them at the company's headquarters in Sunnyvale, CA. Information about Combinet and its products are available at World Wide Web site http://www.combinet.com. Cisco Systems is the leading global supplier of enterprise networks, including routers, LAN and ATM switches, dial-up access servers and network management software. These products, integrated by the Cisco IOS(TM) software, link geographically dispersed LANs, WANs and IBM networks. Cisco news and product/service information are available at World Wide Web site http://www.cisco.com. Cisco is headquartered in San Jose, CA. Its stock is traded in the United States on NASDAQ under the symbol CSCO. 4 SAN JOSE, Calif.--(BUSINESS WIRE) via First!--Cisco Systems Inc. (NASDAQ:CSCO) Monday announced the completion of its agreement to purchase Combinet, Inc., a leading maker of ISDN remote-access networking products. The acquisition follows an agreement signed Aug. 10, 1995, under which Cisco agreed to acquire all outstanding stock and assume all outstanding employee stock options and warrants of Combinet. The acquisition is already broadening Cisco's offerings for small office and residential users, particularly in the fast-growing area of telecommuting. Combinet's management, employees and product line are now part of Cisco's Access Business Unit, headed by Vice President and General Manager Don Listwin. Combinet, founded in 1988, employs 100 persons at its headquarters in Sunnyvale, Calif. Information about Combinet and its products are available at World Wide Web site http://www.combinet.com. Cisco Systems is the leading global supplier of enterprise networks, including routers, LAN and ATM switches, dial-up access servers and network management software. These products, integrated by the Cisco IOS software, link geographically dispersed LANs, WANs and IBM networks. Cisco news and product/service information are available at World Wide Web site http://www.cisco.com. Cisco is headquartered in San Jose, Calif. -----END PRIVACY-ENHANCED MESSAGE-----