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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 18, 1996
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.)
255 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 5. OTHER EVENTS.
(a) On September 18, 1996, the Registrant acquired Nashoba
Networks Inc., a Delaware corporation ("Nashoba"), by the statutory merger (the
"Merger") of a wholly-owned subsidiary of the Registrant, Neptune Acquisition
Corporation, a Delaware corporation ("Merger Sub"), with and into Nashoba. The
Merger was accomplished pursuant to the Agreement and Plan of Reorganization,
dated as of August 5, 1996, among the Registrant, Nashoba and Merger Sub, and a
related Certificate of Merger (collectively, the "Nashoba Merger Agreements").
The Merger of Merger Sub with and into Nashoba occurred following the approval
of the Nashoba Merger Agreements by the stockholders of Nashoba by written
consent which was received on September 18, 1996 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 Nashoba and each
outstanding share of Nashoba Common Stock was converted into 0.2174317 of a
share of the Registrant's Common Stock. The terms of the Nashoba Merger
Agreements were the result of arm's-length negotiations among the parties.
A total of approximately 1,936,423 shares of the
Registrant's Common Stock will be issued to former Nashoba shareholders and
optionholders in exchange for the acquisition by the Registrant of all
outstanding Nashoba capital stock and all unexpired and unexercised options to
acquire Nashoba capital stock. The shares issued to Nashoba shareholders were
issued pursuant to the exemption from registration provided by Section 3(a)(10)
of the Securities Act of 1933, as amended (the "Securities Act"). Nashoba stock
options were assumed by the Registrant and remain outstanding as options to
purchase shares of the Registrant's Common Stock.
Nashoba is a provider of highly functional
workgroup/backbone Token Ring switches which integrate with existing switch and
router products. The Registrant intends to continue such business.
(b) On September 27, 1996, the Registrant acquired Granite
Systems ,Inc., a California corporation ("Granite"), by the statutory merger of
Granite with and into the Registrant. The Merger was accomplished pursuant to
the Agreement and Plan of Reorganization, dated as of August 30, 1996, between
the Registrant and Granite, and a related Agreement of Merger (collectively, the
"Granite Merger Agreements"). The Merger of Granite with and into the
Registrant occurred following the approval of the Granite Merger Agreements by
the sole shareholder of Granite by written consent which was received on
September 27, 1996 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 Nashoba and each outstanding share of Nashoba Common
Stock was converted into 0.221992 of a share of the Registrant's Common Stock.
The terms of the Granite Merger Agreements were the result of arm's-length
negotiations among the parties.
A total of approximately 3,929,259 shares of the
Registrant's Common Stock will be issued to the former Granite sole shareholder
and optionholders in exchange for the acquisition by the Registrant of all
outstanding Granite capital stock and all unexpired and unexercised options to
acquire Granite capital stock. The shares issued to the Granite sole shareholder
were issued pursuant to the exemption from registration provided by Section
3(a)(10) of the Securities Act. Granite stock options were assumed by the
Registrant and remain outstanding as options to purchase shares of the
Registrant's Common Stock.
Granite is a developer of standards-based
multilayer Gigabit Ethernet switching technologies which use powerful
application specific integrated circuit switching
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engines. The Registrant intends to continue such business.
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 Release of the Registrant, dated August 6, 1996,
announcing the Registrant's agreement to acquire Nashoba.
20.2 Press Release of the Registrant, dated September 3, 1996,
announcing the Registrant's agreement to acquire Granite.
20.3 Press Release of the Registrant, dated September 19,
1996, announcing the completion of the Registrant's
acquisition of Nashoba.
20.4 Press Release of the Registrant, dated September 27,
1996, announcing the completion of the Registrant's
acquisition of Granite.
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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: September 30, 1996 By: /s/ Larry R. Carter
---------------------------------
Larry R. Carter, Vice President,
Finance and Administration,
Chief Financial Officer and
Secretary
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EXHIBIT INDEX
DESCRIPTION OF DOCUMENT
Exhibit
Number
20.1 Press Release of the Registrant, dated August 6, 1996,
announcing the Registrant's agreement to acquire Nashoba.
20.2 Press Release of the Registrant, dated September 3, 1996,
announcing the Registrant's agreement to acquire Granite.
20.3 Press Release of the Registrant, dated September 19, 1996,
announcing the completion of the Registrant's acquisition of
Nashoba.
20.4 Press Release of the Registrant, dated September 27, 1996,
announcing the completion of the Registrant's acquisition of
Granite.
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CISCO SYSTEMS TO ACQUIRE TOKEN RING SWITCH INNOVATOR NASHOBA NETWORKS
SAN JOSE, Calif. -- August 6, 1996 -- Cisco Systems, Inc. today announced
it has signed a definitive agreement to acquire privately held Nashoba Networks,
Inc. and its Token Ring switching technologies in a stock swap.
Under the terms of the agreement, shares of Cisco common stock worth
approximately $100 million will be exchanged for all outstanding shares and
options of Nashoba. The number of Cisco shares issued will be calculated at
closing based on the average price for Cisco's shares during a specified period.
However, the number of Cisco shares issued at the time of the merger will not be
less than 1,549,139 or more than 2,323,708. The transaction will be accounted
for as a pooling of interests. The transaction is expected to be completed by
mid-September 1996 and is subject to various closing conditions, including
shareholder votes.
Token Ring switching is one of the fastest-growing segments of the
local area networking (LAN) market. Cisco customers will now have access to
products and technology comprising a complete set of solutions for Token Ring
environments. Cisco's intent in acquiring Nashoba Networks is to give users a
wide choice of Token Ring LAN switching products targeted at the workgroup and
backbone environments. By joining forces, Cisco and Nashoba can help customers
employ high-performance switched workgroup and backbone Token Ring LAN
connectivity. Nashoba's approximately 40 employees will become part of the
InterWorks Business Unit and be located primarily at Cisco's Chelmsford, Mass.
facilities.
This acquisition will enhance Cisco's product offerings in the
fast-growing Token Ring switching arena by adding a highly functional
workgroup/backbone switch that integrates with existing switch and router
products. Within the CiscoFusion(TM) architecture, Token Ring switching allows
customers to combine router and switch products to provide scalable campus and
wide-area Token Ring solutions. Today's bridged networks can be upgraded with a
backbone switch such as the Nashoba Concord product, which will become the
Catalyst 1800, and provide access to high speed servers. In addition, the
backbone switch can be a concentrator of desktop/workgroup switches such as the
Catalyst 2600. Finally, the switches can front-end
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Cisco routers to exploit the rich feature set of the Cisco IOS(TM) software.
A joint development agreement between Cisco and Olicom A/S, announced
in March 1996, provides world-class Token Ring interface technology that will be
included in future Cisco Token Ring switching products. By including the Nashoba
products and engineering team, Cisco adds a rich set of software switching
features that will be leveraged within both the current and future product line.
Combined with Cisco IOS software and wide-area network switching, Cisco now
provides users with a scalable enterprise switched network for legacy SNA
networks.
Nashoba Networks Inc. was founded in 1993 and is based in Littleton,
Mass. Company and product information can be accessed via the World Wide Web at
http://www.nashoba.com
Cisco Systems (NASDAQ: CSCO) is the leading global supplier of
internetworking solutions for corporate intranets and the global Internet.
Cisco's products -- including routers, LAN and WAN switches, dial-up access
servers and network management software -- are integrated by the Cisco IOS
software to link geographically dispersed LANs, WANs and IBM networks. Company
news and product/service information are available at World Wide Web site
http://www.cisco.com. Cisco is headquartered in San Jose, Calif.
# # #
This release may consist of 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
S.E.C., 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.
CiscoFusion, Cisco IOS and Cisco Systems are trademarks, and Cisco and the Cisco
Systems logo are registered trademarks of Cisco Systems, Inc. All other
trademarks, service marks, registered trademarks or registered service marks
mentioned in this document are the property of their respective owners.
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CISCO SYSTEMS TO ACQUIRE GRANITE SYSTEMS
Transaction will provide customers with multilayer Gigabit Ethernet
switching technologies
SAN JOSE, Calif. -- September 3, 1996 -- Cisco Systems, Inc. today
announced it has signed a definitive agreement to acquire privately held Granite
Systems, Inc. for its standards-based multilayer Gigabit Ethernet switching
technologies.
Under the terms of the stock swap agreement, shares of Cisco common
stock worth approximately $220 million will be exchanged for all outstanding
shares and options of Granite Systems. The transaction will be accounted for as
a pooling of interests. The transaction is expected to be completed by October
1996 and is subject to various closing conditions, including clearance under the
Hart-Scott-Rodino Antitrust Act and shareholder approval.
Cisco's intent in acquiring Palo Alto, Calif.-based Granite Systems is
to give customers a wider choice of backbone network technologies best suited
for their individual network environments. Gigabit Ethernet switching (which can
move data as fast as one billion bits per second) and multilayer switching are
emerging new technology markets that can expand the choices Cisco customers have
for campus network information transportation. Multilayer switching and Gigabit
Ethernet may help alleviate traffic congestion on the network backbones
resulting from new users, new bandwidth-hungry applications (such as multimedia,
Internet access and groupware) and new high-performance servers. Granite
Systems' approximately 50 employees, headed by former CEO Andy Bechtolsheim,
will become part of Cisco Systems' Workgroup Business Unit.
Granite Systems plans to deliver standards-based multilayer switching
and Gigabit Ethernet through powerful application specific integrated circuit
(ASIC) switching engines that offer attractive price/performance solutions.
Customers will also have the option of using this ASIC technology with Cisco
IOS(TM) software to gain additional network services and interoperability for
maximizing network performance, reliability and manageability. In addition,
Granite System's Gigabit Ethernet and multilayer switching technology allows
customers to use the CiscoFusion(TM) architecture for scalable switched
internetworks.
To promote standards-based interoperability for Gigabit Ethernet, Cisco
and Granite Systems
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were two of the founding members of the Gigabit Ethernet Alliance. This
multi-vendor effort now consists of more than 60 leading networking and computer
companies committed to providing customers with open, cost-effective and
interoperable Gigabit Ethernet solutions.
Granite Systems was founded in 1995 by Andy Bechtolsheim, previously a
founder and vice-president of technology at Sun Microsystems, and David
Cheriton, professor of computer science at Stanford University, to develop
high-performance multilayer switching solutions.
Cisco Systems (NASDAQ: CSCO) is the leading global supplier of
internetworking solutions for corporate intranets and the global Internet.
Cisco's products -- including routers, LAN and WAN switches, dial-up access
servers and network management software -- are integrated by Cisco IOS software
to link geographically dispersed LANs, WANs and IBM networks. Company news and
product/service information are available at World Wide Web site
http://www.cisco.com. Cisco is headquartered in San Jose, Calif.
# # #
This press release may consist of 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
S.E.C., 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.
Cisco IOS, CiscoFusion and Cisco Systems are trademarks, and Cisco and the Cisco
Systems logo are registered trademarks of Cisco Systems, Inc. All other
trademarks, service marks, registered trademarks or registered service marks
mentioned in this document are the property of their respective owners.
<PAGE> 1
CISCO SYSTEMS COMPLETES ACQUISITION OF NASHOBA NETWORKS
SAN JOSE, Calif. -- September 19, 1996 -- Cisco Systems, Inc. today
announced it has completed the purchase of privately-held Nashoba Networks,
Inc., a Littleton, Mass.-based innovator in Token Ring switching technologies.
The acquisition follows an August 6 announcement of a stock-swap
agreement in which shares worth approximately $100 million will be exchanged for
all outstanding shares and options of Nashoba Networks. The transaction will be
accounted for as a pooling of interests.
With the acquisition of Nashoba Networks, Cisco customers will have
access to a broad set of Token Ring LAN-switching solutions targeted at
workgroup and backbone environments.
Cisco Systems (Nasdaq: CSCO) is the leading global supplier of
internetworking solutions for corporate intranets and the global Internet.
Cisco's products -- including routers, LAN and WAN switches, dial-up access
servers and network management software -- are integrated by Cisco IOS(TM)
software to link geographically dispersed LANs, WANs and IBM networks. Company
news and product/service information are available at World Wide Web site
http://www.cisco.com. Cisco is headquartered in San Jose, Calif.
# # #
This press release may consist of 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
S.E.C., 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.
Cisco IOS and Cisco Systems are trademarks, and Cisco and the Cisco Systems logo
are registered trademarks of Cisco Systems, Inc. All other trademarks, service
marks, registered trademarks or registered service marks mentioned in this
document are the property of their respective owners.
<PAGE> 1
CISCO SYSTEMS COMPLETES ACQUISITION OF GRANITE SYSTEMS
SAN JOSE, Calif. -- September 27, 1996 -- Cisco Systems, Inc. today
announced it has completed the purchase of privately-held Granite Systems, Inc.,
a Palo Alto, CA-based innovator in standards-based multilayer Gigabit Ethernet
switching technologies.
The acquisition follows a September 3 announcement of a stock-swap
agreement in which shares worth approximately $220 million will be exchanged for
all outstanding shares and options of Granite Systems. The transaction will be
accounted for as a pooling of interests.
With the acquisition of Granite Systems, Cisco will give customers a
wider choice of backbone network technologies best suited for their individual
network environments.
Cisco Systems (Nasdaq: CSCO) is the leading global supplier of
internetworking solutions for corporate intranets and the global Internet.
Cisco's products -- including routers, LAN and WAN switches, dial-up access
servers and network management software -- are integrated by Cisco IOS(TM)
software to link geographically dispersed LANs, WANs and IBM networks. Company
news and product/service information are available at World Wide Web site
http://www.cisco.com. Cisco is headquartered in San Jose, Calif.
# # #
This press release may consist of 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
S.E.C., 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.
Cisco IOS and Cisco Systems are trademarks, and Cisco and the Cisco Systems logo
are registered trademarks of Cisco Systems, Inc. All other trademarks, service
marks, registered trademarks or registered service marks mentioned in this
document are the property of their respective owners.
