CISCO SYSTEMS INC
8-K, 1996-04-26
COMPUTER PERIPHERAL EQUIPMENT, NEC
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<PAGE>   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): APRIL 21, 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.)

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.)
<PAGE>   2
ITEM  5.    OTHER EVENTS.

            On April 21, 1996, the Registrant agreed to acquire StrataCom, Inc.,
a Delaware corporation ("Target"), by the statutory merger (the "Merger") of a
wholly-owned subsidiary of the Registrant, Jet Acquisition Corporation, a
Delaware corporation ("Merger Sub"), with and into Target. The Merger will be
accomplished pursuant to the Agreement and Plan of Reorganization, dated as of
April 21, 1996, among the Registrant, Target and Merger Sub, and a related
Certificate of Merger (collectively, the "Merger Agreements"). The Merger of
Merger Sub with and into Target will occur following the approval of the Merger
Agreements by the stockholders of Target at a stockholders meeting held on or
about June 25, 1996 and the satisfaction of certain other closing conditions. As
a result of the Merger, the Registrant will become the owner of 100% of the
issued and outstanding common stock of Target and each outstanding share of
Target Common Stock will be converted into a factor derived by dividing $50.00
by the average of the closing prices of the Registrant's Common Stock as quoted
on the Nasdaq National Market for the fifteen trading days immediately preceding
(and including) the fifth trading day prior to the Target Stockholders meeting;
provided that, if the actual quotient obtained thereby is less than one, the
quotient shall be one, and if the actual quotient obtained thereby is more than
1.2195, the quotient shall be 1.2195 (the "Exchange Ratio").

            A total of approximately 79,54,384 shares of the Registrant's Common
Stock will be issued to former Target stockholders in exchange for the
acquisition by Merger Sub of all the outstanding Target capital stock and all
unexpired and unexercised options to acquire Target capital stock will be
assumed by the Registrant for exercise into the Registrant's Common Stock, of
which there were 11,897,697 shares of Target Common Stock subject to exercise of
outstanding options. The shares to be issued to Target shareholders will be
issued pursuant to a registration statement on Form S-4, pursuant to the
Securities Act of 1933, as amended.

                                       2.
<PAGE>   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 Release of the Registrant dated April 22, 1996.

                                       3.
<PAGE>   4
                                   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:  April 21, 1996             By:  /s/ Larry R. Carter
                                        --------------------
                                        Larry R. Carter, Vice President, Finance
                                        and Administration, Chief Financial
                                        Officer and Secretary





                                       4.

<PAGE>   1
                                  EXHIBIT INDEX

                             DESCRIPTION OF DOCUMENT

Exhibit
Number
- -------

20.1        Press Release of the Registrant dated April 21, 1996
<PAGE>   2
                                  EXHIBIT 20.1

                                 PRESS RELEASES
<PAGE>   3
FOR MORE INFORMATION, CONTACT:

Public Relations:
Bob Michelet                              Barbara Burdick
Cisco Systems, Inc.                       StrataCom, Inc.
(408) 526-6636                            (408) 882-2003

Investor Relations:
Mary Thurber                              Randi Paikoff Feigin
Cisco Systems, Inc.                       StrataCom, Inc.
(408) 526-8893                            (408) 882-2231

                       CISCO SYSTEMS TO ACQUIRE STRATACOM

      SAN JOSE, Calif. -- April 22, 1996 -- Cisco Systems, Inc. today announced
an agreement to acquire StrataCom, Inc. (NASDAQ: STRM), a leading supplier of
Asynchronous Transfer Mode (ATM) and Frame Relay high-speed wide area network
(WAN) switching equipment that integrates and transports a wide variety of
information, including voice, data and video.

      The combination with StrataCom will enable Cisco to provide end-to-end
solutions across public, private or hybrid networks. Cisco and StrataCom will
define the future of networking by merging high-performance ATM switching and
local area network (LAN) switching with the intelligence and control of routing
to develop the next- generation networking infrastructure. The combined entity
will be positioned to deliver integrated, scalable multiservice network
solutions to public carriers, Internet service providers and enterprises.

      Under the terms of the agreement, shares of Cisco common stock will be
exchanged for all outstanding shares and options of StrataCom. Each share of
StrataCom stock will be exchanged for the higher of one Cisco share or $50 of
Cisco stock, depending on the price of Cisco's shares averaged during a
specified period preceding the merger. If the average price of Cisco shares
falls below $41 during this period, then the exchange rate will be 1.22 shares
of Cisco stock to one share of StrataCom stock. The transaction will be
accounted for as a pooling of interests and will qualify as a tax
reorganization. Following the transaction, Dick Moley, president and CEO of
StrataCom, will join Cisco's board of directors.

      The closing price of Cisco common stock on April 19, 1996, was $47.75 per
share, giving the transaction an approximate value of $4 billion. The
transaction is expected to be completed by the end of June 1996 and is subject
to various conditions, including clearance under the Hart-Scott-Rodino Antitrust
Act and approval by StrataCom stockholders.

      "By combining our networking technologies with those of StrataCom, Cisco
will become the first vendor to provide advanced network infrastructure for the
intranet and Internet environments and the only vendor to offer end-to-end
connectivity across public, private or hybrid networks," said John Chambers,
president and CEO of Cisco Systems.

                                     (more)
<PAGE>   4
CISCO SYSTEMS TO ACQUIRE STRATACOM                                       2-2-2-2

      "In addition to having complementary technologies and a shared vision of
future networking architectures, Cisco and StrataCom are both entrepreneurial,
fast-growing Silicon Valley companies that thrive on the dynamic networking
market," said StrataCom's Moley. "There's an excellent fit of cultures, values
and personal chemistry."

      The transaction is expected to have a slightly dilutive-to-neutral impact
on Cisco's earnings in fiscal 1997. However, any dilution is expected to be
offset by the gain from certain appreciated securities from prior investments.

     Concurrent with this agreement, the companies have entered into licensing
and OEM agreements under standard terms. StrataCom will license Cisco IOS(TM)
software for integration into its line of wide area switching products, and
Cisco will distribute and resell StrataCom's entire product line worldwide.

      This press release contains forward-looking statements that involve risks
and uncertainties. The company's actual results, including the level of earnings
of both Cisco and StrataCom, may differ from the results discussed in the
forward-looking statements. Factors that might cause such a difference include,
but are not limited to, risks associated with acquisitions, such as difficulties
in the assimilation of operations, technologies and products of the acquired
companies, diversion of management's attention from other business concerns and
risks of entering new markets.

      StrataCom, Inc., based in San Jose, Calif., develops, delivers and
supports FastPacket networking systems for ATM applications in private wide area
networks and public carrier service offerings, such as Frame Relay, ATM and
Internet. StrataCom's family of products, including IPX(R), IGX, BPX, AXIS,
FastPAD and EdgeConnect, is used to integrate and transport a wide variety of
corporate information, including voice, data, video, image and multimedia
traffic in narrowband to broadband ATM network applications. Company news and
product/service information are available at World Wide Web site
http://www.stratacom.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 ATM 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.

                                      # # #

Cisco IOS is a trademark and Cisco, Cisco Systems and the Cisco 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.

Editors' note: Cisco Systems, Inc. will be holding a conference call to discuss
the Company's acquisition of StrataCom. The conference call will be held at 6:30
a.m. PDT (9:30 a.m. EDT) on Monday, April 22, 1996. To participate, call (212)
378-0901 and ask for the Cisco Systems Conference Call. A playback of this
conference call will also be available immediately following the call. To listen
to the playback, call (800) 633-8284 and enter the reservation number: 1710282.




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