<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): JANUARY 22, 1997
-----------------------
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.)
<PAGE> 2
ITEM 5. OTHER EVENTS.
(a) On November 15, 1996, the Registrant acquired Netsys
Technologies, Inc., a California corporation ("Netsys"), by statutory merger
(the "Merger"). The Merger was accomplished pursuant to the Agreement and Plan
of Reorganization, dated as of October 11, 1996, among the Registrant and
Netsys, and a related Certificate of Merger (collectively, the "Netsys Merger
Agreements"). The Merger of Netsys with and into the Registrant occurred
following the approval of the Netsys Merger Agreements by the shareholders of
Netsys by written consent which was received on November 7, 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 Netsys and each outstanding share of Netsys Common Stock was converted into
0.147666 of a share of the Registrant's Common Stock. The terms of the Netsys
Merger Agreements were the result of arm's-length negotiations among the
parties.
A total of approximately 1,340,958 shares of the Registrant's
Common Stock will be issued to former Netsys shareholders and optionholders in
exchange for the acquisition by the Registrant of all outstanding Netsys capital
stock and all unexpired and unexercised options to acquire Netsys capital stock.
The shares issued to Netsys shareholders were issued pursuant to the exemption
from registration provided by Section 4(2) of the Securities Act of 1933, as
amended (the "Securities Act"). Netsys stock options were assumed by the
Registrant and remain outstanding as options to purchase shares of the
Registrant's Common Stock.
Netsys is a provider of network infrastructure management and
performance analysis software. 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 October 14,
1996, announcing the Registrant's agreement to
acquire Netsys.
20.2 Press Release of the Registrant, dated November 19,
1996, announcing the completion of the Registrant's
acquisition of Netsys.
2.
<PAGE> 3
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: January 21, 1997 By: /s/ Larry R. Carter
-----------------------------------------
Larry R. Carter, Vice President, Finance
and Administration, Chief Financial
Officer and Secretary
3.
<PAGE> 4
EXHIBIT INDEX
DESCRIPTION OF DOCUMENT
Exhibit
Number
- ------
20.1 Press Release of the Registrant, dated October 14, 1996, announcing the
Registrant's agreement to acquire Netsys.
20.2 Press Release of the Registrant, dated November 19, 1996, announcing
the completion of the Registrant's acquisition of Netsys.
4.
<PAGE> 1
EXHIBIT 20.1
Press Release dated October 14, 1996
CISCO SYSTEMS TO ACQUIRE NETSYS TECHNOLOGIES
SAN JOSE, Calif. - October 14, 1996 - Cisco Systems, Inc. today announced it has
signed a definitive agreement to acquire privately held Netsys Technologies
through a stock purchase. Netsys is a pioneer in network infrastructure
management and performance analysis software.
Under the terms of the stock purchase, shares of Cisco common stock worth
approximately $79 million will be exchanged for all outstanding shares and
options of Netsys. Cisco has held a minority equity interest in Netsys since
February 1995 along with a strategic reseller agreement. Cisco expects the
agreement will result in a one-time charge against after-tax earnings of between
5 and 6 cents per share in its second fiscal quarter of 1997 as a write-off of
in-process research and development. The transaction is expected to be completed
by November 1996 and is subject to various closing conditions including Netsys
shareholder approval.
Cisco's intent in acquiring Palo Alto, Calif. based Netsys Technologies is to
give customers the ability to simulate their network design in order to optimize
capacity and performance. Netsys provides standards-based software capable of
leveraging the graphical World Wide Web and Internet technology for managing
today's hybrid internetworks. Use of network modeling, planning and analysis
helps network managers consolidate their multimedia and multiprotocol networks
and support multivendor network infrastructures. More than 200 Netsys customers
already use network modeling to help scale their networks and forecast future
needs. Netsys' approximately 50 employees, headed by CEO Herb Madan, will become
part of Cisco's Central Engineering team headed by Vice President Stu Phillips.
Together with Netsys, Cisco will offer network infrastructure management
solutions for CISCO IOS(TM)-TECHNOLOGIES, while simplifying network management
and planning for customers. Netsys' technology will help provide a consistent
and overarching network management capability and will offer an important
complement to emerging web-based management solution.
Netsys Technologies, Inc., founded in 1991, developed the first family of
network intelligent management software products. Netsys CONNECTIVITY and
PERFORMANCE TOOLS provide the first accurate, protocol-sensitive view of the
network. The tools allow network managers to quickly and easily manage and plan
changes to their networks and ensure error-free connectivity and the highest
levels of network performance and security. Netsys can be reached on the Web at
http://www.netsystech.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 CISCO IOS(TM)-SOFTWARE to link
geographically dispersed LANs, WANs and IBM networks.
5.
<PAGE> 2
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.
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.
6.
<PAGE> 1
EXHIBIT 20.2
Press Release dated November 19, 1996
CISCO COMPLETES ACQUISITION OF NETSYS TECHNOLOGIES
SAN JOSE, Calif. - November 19, 1996 - Cisco Systems, Inc. today announced it
has completed the purchase of privately held Netsys Technologies through a stock
purchase.
By the terms of the October 14 agreement, Cisco common stock worth approximately
$79 million was exchanged for all outstanding shares and options of Netsys
Technologies, a pioneer in network infrastructure management and performance
analysis software. Cisco has had a strategic reseller agreement with and held a
minority equity interest in Netsys since February 1995.
Cisco will integrate Netsys' network infrastructure management tools with CISCO
IOS(TM) technologies to simplify network management and planning for customers.
By leveraging the graphical World Wide Web and Internet technology to manage
today's hybrid internetworks, Netsys' standards-based software technology helps
provide a consistent and overarching network management capability that is an
important complement to emerging Web-based management solutions. Use of network
modeling, planning and analysis helps network managers consolidate their
MULTIMEDIA and multiprotocol networks and support multivendor network
infrastructures. Netsys' approximately 50 employees, headed by CEO Herb Madan,
are now part of Cisco's Central Engineering team headed by Vice President Stu
Phillips.
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 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.
7.
