<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A(1)
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.)
- --------------------
(1) THIS REPORT AMENDS THE REGISTRANT'S REPORT ON FORM 8-K ORIGINALLY FILED ON
OCTOBER 1, 1996 WITH THE SECURITIIES AND EXCHANGE COMMISSION.
<PAGE> 2
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 1,808,952 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 Granite 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
<PAGE> 3
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 engines. The Registrant intends to continue such
business.
<PAGE> 4
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 Previously filed.
20.2 Previously filed.
20.3 Previously filed.
20.4 Previously filed.
<PAGE> 5
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: October 15, 1996 By: /s/ Larry R. Carter
----------------------
Larry R. Carter, Vice President, Finance
and Administration, Chief Financial
Officer and Secretary
<PAGE> 6
EXHIBIT INDEX
DESCRIPTION OF DOCUMENT
EXHIBIT
NUMBER
- ------
20.1 Previously filed.
20.2 Previously filed.
20.3 Previously filed.
20.4 Previously filed.
