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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.)
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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.
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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:
Exhibit
Number
20.1 Press Releases of the Registrant dated August 10, 1995 and
October 2, 1995.
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
-----------------------
Larry R. Carter,
Chief Financial Officer
and Secretary
4.
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EXHIBIT INDEX
DESCRIPTION OF DOCUMENT
Exhibit
Number
- ------
20.1 Press Releases of the Registrant dated August 10, 1995
and October 2, 1995 . . . . . . . . . . . . . . . . . . . . .
5.
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EXHIBIT 20.1
PRESS RELEASES
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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
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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.
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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.
