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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): NOVEMBER 3, 1995
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CISCO SYSTEMS, INC.
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(Exact name of registrant as specified in charter)
California 0-18225 77-0059951
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
170 West Tasman Drive, San Jose, California 95134
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(Address of principal executive offices) (Zip Code)
Company's telephone number, including area code: (408) 526-4000
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(Former name or former address, if changed since last report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
(a) On November 3, 1995, the Registrant acquired Grand Junction
Networks, Inc., a California corporation ("Grand"), by the statutory merger (the
"Merger") of a wholly-owned subsidiary of the Registrant, Everest Acquisition
Corporation, a California corporation ("Sub"), with and into Grand. The Merger
was accomplished pursuant to the Agreement and Plan of Reorganization dated as
of September 26, 1995, among the Registrant, Grand and Sub, and a related
Agreement of Merger (collectively, "Merger Agreements"). The Merger of Sub with
and into Grand occurred following the approval by written consent of the Merger
Agreements by the shareholders of Grand 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 Grand, and each
outstanding share of Grand Common Stock (after conversion of Grand's Preferred
Stock into Common Stock) was converted into .3706197 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 5,000,000 shares of the
Registrant's Common Stock will be issued to former Grand
shareholders, optionholders and warrantholders in exchange for the acquisition
by Sub of all outstanding Grand capital stock and all unexpired and unexercised
options to acquire Grand capital stock. The shares issued to Grand shareholders
were issued pursuant to the exemption from the registration requirements of the
Securities Act of 1933 provided by Section 3(a)(10) thereof. Grand stock options
to purchase Grand Common Stock were assumed by the Registrant and remain
outstanding as options to purchase shares of the Registrant's Common Stock.
(b) Grand is a leader in providing high performance,
cost-effective solutions for desktop connectivity. Grand's FastLink product line
reduces network congestion by providing Ethernet network segmentation through
switching and higher data transmissions speeds through the use of Fast Ethernet.
Grand's products provide the large installed base of Ethernet users with an
Ethernet-based solution for high speed desktop connectivity. The Registrant
intends to continue such business.
2.
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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:
<TABLE>
<CAPTION>
Exhibit
Number
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<S> <C>
20.1 Press Releases of the Registrant dated September 27, 1995 and November 6, 1995.
</TABLE>
3.
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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
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Larry R. Carter,
Chief Financial Officer
and Secretary
4.
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EXHIBIT INDEX
DESCRIPTION OF DOCUMENT
<TABLE>
<CAPTION>
Exhibit
Number
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<S> <C>
20.1 Press Releases of the Registrant dated September 27, 1995
and November 6, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>
5.
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EXHIBIT 20.1
PRESS RELEASES
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Cisco Systems to Acquire Grand Junction Networks, Inc.
Provides Leadership Desktop Switching and Fast Ethernet Solution
SAN JOSE, CA September 27, 1995 -- Cisco Systems Inc. today announced an
agreement to purchase Grand Junction Networks, Inc., the inventor and a leading
supplier of Fast Ethernet (100Base-T) and Ethernet desktop switching products.
The acquisition extends Cisco's LAN switch and Fast Ethernet offerings for its
Cisco-Pro=81 product family to address desktop switching, a popular high-speed
alternative for 10Base-T hub users.
Cisco will acquire the privately held Grand Junction Networks in a
stock swap in which five million shares of Cisco stock will be exchanged for
all outstanding shares and options of Grand Junction Networks. The transaction
will be accounted for as a pooling of interests. The closing price of Cisco
common stock on September 26 was $69.625 per share, giving the transaction an
indicated value of $348 million. The transaction is expected to be completed by
the close of October, and is subject to various conditions, including clearance
under the Hart-Scott-Rodino Antitrust Act.
"Our customers are migrating from shared hubs to desktop switches
faster than we anticipated and with this acquisition we can respond with a
complete switched internetworking solution to the desktop," said John Chambers,
president and CEO of Cisco Systems.
Cisco's intent in acquiring Grand Junction Networks is to give users a
range of LAN switching and Fast Ethernet products and to provide comprehensive
desktop solutions for CiscoPro, a line of switching and remote access products
targeted at small/medium businesses and individual professionals.
"By joining forces Cisco and Grand Junction are in a strong position to
shape the future of high-performance desktop connectivity," said Howard
Charney, president and CEO of Grand Junction Networks. "Our customers will
benefit from the union of two market leaders."
Expanded Switching Solutions
Currently Cisco's LAN switching products address network backbone and
workgroup market segments. With Grand Junction's products spanning =46ast
Ethernet hubs, adapters and Ethernet switches, Cisco can now expand its
presence to the desktop. As part of the CiscoFusion=81 architecture for
scalable switched internetworks, these products will complement Cisco's
existing EtherSwitch and Catalyst families of LAN switches.
As the desktop division of Cisco Systems' Workgroup Business Unit,
Grand Junction will focus on cost-effective, high-performance desktop
solutions. All FastLink products will continue to be offered and supported
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through Grand Junction's existing world wide distribution channels and Cisco's
distribution channels.
Grand Junction developed and marketed the first Ethernet desktop switch,
which provides dedicated Ethernet to the desktop. Grand Junction Networks
pioneered the development of Fast Ethernet and was the first company to develop
and market Fast Ethernet products. Grand Junction Networks, founded in 1992,
employs 85 persons, most of them at the company's headquarters in Fremont, CA.
Information about Grand Junction Networks and its products is available at World
Wide Web site http://www.grandjunction.com or by phone at 510-252-0726.
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 CiscoIOS=81 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. Copyright 1995
Cisco Systems Inc.
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CISCO SYSTEMS FINALIZES AGREEMENT
TO ACQUIRE GRAND JUNCTION
SAN JOSE, Calif., Nov. 6, 1995 -- Cisco Systems Inc. today announced the
completion of its acquisition of Grand Junction Networks, Inc., a privately held
networking company providing FastEthernet (100Base-T) and Ethernet desktop
switching products.
The acquisition follows an agreement signed on September 26, 1995
pursuant to which Cisco agreed to acquire all outstanding stock and assume all
outstanding employee stock options and warrants of Grand Junction.
The acquisition extends Cisco's switching product offerings to the
rapidly-growing desktop switching segment. Grand Junction's management,
employees and product line are now part of Cisco's Workgroup Business Unit,
headed by Mario Mazzola, vice president and general manager.
Grand Junction developed and marketed the first Ethernet desktop switch,
which provides dedicated Ethernet to the desktop. Grand Junction Networks
pioneered the development of Fast Ethernet and was the first company to develop
and market Fast Ethernet products. Grand Junction Networks, founded in 1992,
employed 85 persons, most of them at the company's headquarters in Fremont, CA.
Information about Grand Junction Networks and its products is available on
Cisco's World Wide Web site http://www.cisco.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 CiscoIOS=81 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.
Copyright 1995 Cisco Systems Inc.
