-----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, FqYB85qygA9YknqCx1pC5kmH2DJ++ufagIrsRIFfFa1tOqkwzSCiXbTR3zOIJ74e xMHsrV5wiVKkunj/DQ+VVA== 0000891618-98-002457.txt : 19980518 0000891618-98-002457.hdr.sgml : 19980518 ACCESSION NUMBER: 0000891618-98-002457 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19980313 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980515 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CISCO SYSTEMS INC CENTRAL INDEX KEY: 0000858877 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 770059951 STATE OF INCORPORATION: CA FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-18225 FILM NUMBER: 98623772 BUSINESS ADDRESS: STREET 1: 170 WEST TASMAN DRIVE CITY: SAN JOSE STATE: CA ZIP: 95134-1706 BUSINESS PHONE: 4085264000 MAIL ADDRESS: STREET 1: 225 WEST TASMAN DRIVE CITY: SAN JOSE STATE: CA ZIP: 95134-1706 8-K 1 FORM 8-K 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): MARCH 13, 1998 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 2 ITEM 5. OTHER EVENTS On March 13, 1998, Cisco Systems, Inc. (the "Registrant") acquired WheelGroup Corporation, a Texas corporation ("WheelGroup") under the terms of a merger whereby 1,900,000 shares of the Registrant's Common Stock were exchanged for all of WheelGroup's outstanding shares and options. A copy of the press release issued by the Registrant on February 18, 1998 concerning the foregoing transaction is filed herewith as Exhibit 20.1 and is incorporated herein by reference. On April 7, 1998, the Registrant acquired Precept Software, Inc., a California corporation ("Precept"), under the terms of a merger whereby stock worth up to approximately $84 million on the date of closing was exchanged for all outstanding shares and options of Precept. Copies of the press releases issued by the Registrant on March 11, 1998 and April 7, 1998 concerning the foregoing transaction are filed herewith as Exhibits 20.2 and 20.3, and are incorporated herein by reference. On April 10, 1998, the Registrant acquired NetSpeed, Inc., a Texas corporation ("NetSpeed"), under the terms of a merger whereby up to 3,529,482 shares of the Registrant's Common Stock were exchanged for all of NetSpeed's outstanding shares and options. Copies of the press releases issued by the Registrant on March 10, 1998 and April 13, 1998 concerning the foregoing transaction are filed herewith as Exhibits 20.4 and 20.5, and are incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Exhibits. 20.1 Press Release of Registrant, dated February 18, 1998, announcing Registrant's agreement to acquire WheelGroup Corporation. 20.2 Press Release of Registrant, dated March 11, 1998, announcing Registrant's agreement to acquire Precept Software, Inc. 20.3 Press Release of Registrant, dated April 7, 1998, announcing the closing of Registrant's acquisition of Precept Software, Inc. 20.4 Press Release of Registrant, dated March 10, 1998, announcing Registrant's agreement to acquire NetSpeed, Inc. 20.5 Press Release of Registrant, dated April 13, 1998, announcing the closing of Registrant's acquisition of NetSpeed, Inc.
2. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CISCO SYSTEMS, INC. Dated: May 15, 1998 By: /s/ Larry R. Carter ----------------------------------- Larry R. Carter, Vice President, Finance and Administration, Chief Financial Officer and Secretary 4 EXHIBIT INDEX
Exhibit Number Description of Document ------ ----------------------- 20.1 Press Release of Registrant, dated February 18, 1998, announcing Registrant's agreement to acquire WheelGroup Corporation. 20.2 Press Release of Registrant, dated March 11, 1998, announcing Registrant's agreement to acquire Precept Software, Inc. 20.3 Press Release of Registrant, dated April 7, 1998, announcing the closing of Registrant's acquisition of Precept Software, Inc. 20.4 Press Release of Registrant, dated March 10, 1998, announcing Registrant's agreement to acquire NetSpeed, Inc. 20.5 Press Release of Registrant, dated April 13, 1998, announcing the closing of Registrant's acquisition of NetSpeed, Inc.
EX-20.1 2 PRESS RELEASE DATED FEBRUARY 18, 1998 1 EXHIBIT 20.1 CISCO SYSTEMS TO ACQUIRE WHEELGROUP CORPORATION SAN JOSE, Calif.--February 18, 1998--Cisco Systems, Inc. today announced it has signed a definitive agreement to acquire privately-held WheelGroup Corporation of San Antonio, Texas. WheelGroup is an innovator in network security software products. Under the terms of the acquisition, between 1.8 and 2.0 million shares of Cisco common stock will be exchanged for the outstanding shares and options of WheelGroup. Based upon Cisco's February 18 closing price of $65.50 the stock exchanged would have a value of approximately $124 million. In connection with the acquisition, Cisco expects a one-time charge against after-tax earnings of between $.08 and $.13 cents per share for purchased-in-process research and development expenses in the third quarter of fiscal 1998. The acquisition has been approved by the board of directors of each company and is expected to be completed by mid-March subject to various closing conditions. CISCO INCREASES LEADERSHIP IN END-TO-END NETWORK SECURITY SOLUTIONS WheelGroup's software technology will extend Cisco's leadership in end-to-end network security solutions and help create a more secure environment for Cisco customers to do business on the Internet. WheelGroup is a leader in intrusion detection and security scanning software products. Its technology delivers a 'radar-like' intrusion detection system that operates with network routers and switches as real-time 'sensors' to identify and respond to unauthorized intrusions and hackers. WheelGroup's scanning technology identifies network security gaps throughout the enterprise and offers solutions for closing them. Cisco will refer to this new class of detection and scanning technology as "active audit." "Active audit" is the third element of Cisco's multi-phase security architecture. The first two phases, announced last year, focused on "identity" and "integrity" of the network. WheelGroup was founded in 1995. The majority of the company's 75 employees will remain in their current offices in San Antonio, TX. ABOUT CISCO SYSTEMS Cisco Systems, Inc. (NASDAQ:CSCO) is the worldwide leader in networking for the Internet. News and information are available at http://www.cisco.com. # # # Cisco, Cisco Systems, and the Cisco Systems logo are registered trademarks of Cisco Systems, Inc. in the U.S. and certain other countries. All other trademarks mentioned in this document are the property of their respective owners. This release may contain forward-looking statements that involve risks and uncertainties. These statements may differ materially from actual future events or results. Readers are referred to the documents filed by Cisco with the SEC, specifically the most recent reports on Form 10-K and 10-Q, which identify important risk factors that could cause actual results to differ from those contained in the forward-looking statements, including potential fluctuations in quarterly results, dependence on new product development, rapid technological and market change, acquisition strategy, manufacturing risks, risks associated with the Internet infrastructure, volatility of stock price, financial risk management and future growth subject to risks. EX-20.2 3 PRESS RELEASE 1 EXHIBIT 20.2 CISCO SYSTEMS TO ACQUIRE PRECEPT SOFTWARE INC. EXPANDS OFFERINGS FOR INTEGRATION OF VOICE, DATA AND VIDEO SOLUTIONS SAN JOSE, Calif.--March 11, 1998--Cisco Systems, Inc. today announced it has signed a definitive agreement to acquire privately-held Precept Software, Inc. of Palo Alto, California. Precept is a leading multimedia networking software company. Based upon Cisco's March 11 closing price of $62.63 the stock exchanged would have a value of approximately $84 million. Under the terms of the acquisition, between 1.15 and 1.35 million shares of Cisco common stock will be exchanged for all outstanding shares and options of Precept Software. The transaction will be accounted for as a pooling of interests. Cisco has held a minority equity interest in Precept since April 1996. The acquisition has been approved by the board of directors of each company and is expected to be completed by April subject to various closing conditions. CISCO INCREASES LEADERSHIP IN MULTIMEDIA NETWORKING The acquisition complements Cisco's strategy of developing networking solutions that integrate voice, data and video traffic. Precept's IP/TV product is a client/server application that sends live or pre-recorded digital video and audio to a large number of users over any IP-based local- or wide-area network. Precept's technology will be incorporated into Cisco offerings for both the enterprise and service provider markets. Cisco will continue to sell Precept's IP/TV product, delivering video solutions to enterprise networks for use in such applications as training and distance learning. Additionally, Cisco will build on Precept's IP/TV technology to enable service providers to create a network infrastructure that will support integrated voice, video and data solutions and help enable deployment of network multimedia applications. This acquisition will enable Cisco to integrate multicast, quality of service, streaming video and network management technologies to create a network platform for delivering high-quality video over IP. Precept's technology will complement Cisco's work with the Networked Multimedia Connection, a joint program announced in 1997 with Intel Corporation and Microsoft. Precept was founded in 1995. The 50 employees will become part of Cisco's IOSO technology group and sales organization. Precept's products will be distributed through Cisco's sales force. Simultaneously today, Cisco also announced the appointment of Precept's president and CEO, Judith Estrin, to senior vice president and chief technology officer. ABOUT CISCO SYSTEMS Cisco Systems, Inc. (NASDAQ: CSCO) is the worldwide leader in networking for the Internet. News and information are available at http://www.cisco.com. # # # Cisco, Cisco Systems, and the Cisco Systems logo are registered trademarks of Cisco Systems, Inc. in the U.S. and certain other countries. All other trademarks mentioned in this document are the property of their respective owners. 2 This release may contain forward-looking statements that involve risks and uncertainties. These statements may differ materially from actual future events or results. Readers are referred to the documents filed by Cisco with the SEC, specifically the most recent reports on Form 10-K and 10-Q, which identify important risk factors that could cause actual results to differ from those contained in the forward-looking statements, including potential fluctuations in quarterly results, dependence on new product development, rapid technological and market change, acquisition strategy, manufacturing risks, risks associated with the Internet infrastructure, volatility of stock price, financial risk management and future growth subject to risks. EX-20.3 4 PRESS RELEASE DATED APRIL 7, 1998 1 EXHIBIT 20.3 CISCO SYSTEMS COMPLETES ACQUISITION OF PRECEPT SOFTWARE SAN JOSE, Calif.--April 7, 1998--Cisco Systems, Inc. today announced it has completed the purchase of Precept Software, Inc. of Palo Alto, Calif. On March 11, 1998 Cisco Systems announced a definitive agreement to acquire privately-held Precept, a leading multimedia networking software company. Under the terms of the acquisition, shares of Cisco common stock worth approximately $84 million were exchanged for all outstanding shares and options of Precept. The transaction will be accounted for as a pooling of interests. ABOUT CISCO SYSTEMS Cisco Systems, Inc. (NASDAQ:CSCO) is the worldwide leader in networking for the Internet. News and information are available at http://www.cisco.com. # # # Cisco, Cisco Systems, and the Cisco Systems logo are registered trademarks of Cisco Systems, Inc. in the U.S. and certain other countries. All other trademarks mentioned in this document are the property of their respective owners. This release may contain forward-looking statements that involve risks and uncertainties. These statements may differ materially from actual future events or results. Readers are referred to the documents filed by Cisco with the SEC, specifically the most recent reports on Form 10-K and 10-Q, which identify important risk factors that could cause actual results to differ from those contained in the forward-looking statements, including potential fluctuations in quarterly results, dependence on new product development, rapid technological and market change, acquisition strategy, manufacturing risks, risks associated with the Internet infrastructure, volatility of stock price, financial risk management and future growth subject to risks. EX-20.4 5 PRESS RELEASE DATED MARCH 10, 1998 1 EXHIBIT 20.4 CISCO SYSTEMS TO ACQUIRE NETSPEED INC. SAN JOSE, Calif.--March 10, 1998--Cisco Systems, Inc. today announced it has signed a definitive agreement to acquire privately-held NetSpeed, Inc. of Austin, Texas. NetSpeed is a market leader in Digital Subscriber Line (DSL) technology in North America. Its networking product suite provides high-speed Internet access and data transmission using existing copper phone lines. Under the terms of the acquisition, between 3.7 and 4.0 million shares of Cisco common stock (subject to certain adjustments) will be exchanged for all outstanding shares and options of NetSpeed. Based upon Cisco's March 9 closing price of $61.22, the stock exchanged would have a value of approximately $236 million. In connection with the acquisition, Cisco expects a one time charge against after-tax earnings of between $.13 and $.18 per share for purchased-in-process research and development expenses in the third quarter of fiscal 1998. The acquisition has been approved by the board of directors of each company and is expected to be completed by April subject to various closing conditions, including, approval under the Hart-Scott-Rodino Antitrust Improvements Act. CISCO EXPANDS DSL PRODUCT LINE; WILL OFFER COMPLETE END-TO-END SOLUTION. NetSpeed's product suite adds customer premise equipment, central office products and broadband remote access to Cisco's DSL product portfolio. Its DSL products are deployed in production carrier networks including Cincinnati Bell, Telus and US WEST. NetSpeed's DSL product line for North America complements Cisco's 1997 acquisition of DSL solutions from the Dagaz business of Integrated Network Corporation targeted at international markets. DSL technology offers high-speed information transmission over existing phone lines enabling a new class of high-bandwidth applications like telecommuting, telemedicine, distance learning and downloading graphic-intense web pages. NetSpeed's expertise in DSL technology enables Cisco to offer telephone companies and other service providers an end-to-end DSL solution leveraging their existing infrastructure to accelerate integrated data, voice and video services to the home at affordable service rates. NetSpeed's solutions feature low-cost customer premise modems with a splitterless solution enabling "plug and play" and cost effective service provisioning. "Cisco's acquisition of NetSpeed will enable US WEST to accelerate the deployment of DSL services," said Joe Zell, president of US WEST. "Together with Cisco as a strategic partner in our broadband strategy solution, we are confident the challenges of growing this new market can be met in record time with our combined strengths." NetSpeed is a leader in standards-based DSL technology. Its central office products are carrier class telecommunications equipment supporting the North American Equipment Building System (NEBS) requirements. NetSpeed was founded in 1996. The approximately 140 employees will continue to work in Austin, Texas. John McHale, NetSpeed president and CEO, and his team will become part of the Network-to-User Business Unit headed by Vice President and General Manager Kevin Kennedy within Cisco's Service Provider line of business. ABOUT CISCO SYSTEMS Cisco Systems, Inc. (NASDAQ:CSCO) is the worldwide leader in networking for the Internet. News and information are available at http://www.cisco.com. # # # Cisco, Cisco Systems, and the Cisco Systems logo are registered trademarks of Cisco Systems, Inc. in the U.S. and certain other countries. All other trademarks mentioned in this document are the property of their respective owners. This release may contain forward-looking statements that involve risks and uncertainties. These statements may differ materially from actual future events or results. Readers are referred to the documents filed by Cisco with the SEC, specifically the most recent reports on Form 10-K and 10-Q, which identify important risk factors that 2 could cause actual results to differ from those contained in the forward-looking statements, including potential fluctuations in quarterly results, dependence on new product development, rapid technological and market change, acquisition strategy, manufacturing risks, risks associated with the Internet infrastructure, volatility of stock price, financial risk management and future growth subject to risks. EX-20.5 6 PRESS RELEASE DATED APRIL 13, 1998 1 EXHIBIT 20.5 CISCO COMPLETES ACQUISITION OF NETSPEED INC. SAN JOSE, Calif. -- April 13, 1998 -- Cisco Systems, Inc. today announced it has completed the acquisition of NetSpeed, Inc. of Austin, Texas. On March 10, 1998 Cisco Systems announced a definitive agreement to acquire privately-held NetSpeed, a market leader in Digital Subscriber Line (DSL) technology in North America. Under the terms of the acquisition, 3.8 million shares of Cisco common stock were exchanged for all outstanding shares and options of NetSpeed. In connection with the acquisition, Cisco expects a one-time charge against after-tax earnings of between $.15 and $.18 per share in the third fiscal quarter of 1998. ABOUT CISCO SYSTEMS Cisco Systems, Inc. (NASDAQ: CSCO) is the worldwide leader in networking for the Internet. News and information are available at http://www.cisco.com. # # # Cisco, Cisco Systems, and the Cisco Systems logo are registered trademarks of Cisco Systems, Inc. in the U.S. and certain other countries. All other trademarks mentioned in this document are the property of their respective owners. This release may contain forward-looking statements that involve risks and uncertainties. These statements may differ materially from actual future events or results. Readers are referred to the documents filed by Cisco with the SEC, specifically the most recent reports on Form 10-K and 10-Q, which identify important risk factors that could cause actual results to differ from those contained in the forward-looking statements, including potential fluctuations in quarterly results, dependence on new product development, rapid technological and market change, acquisition strategy, manufacturing risks, risks associated with the Internet infrastructure, volatility of stock price, financial risk management and future growth subject to risks. -----END PRIVACY-ENHANCED MESSAGE-----