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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): June 9, 1997
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CISCO SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
California 0-18225 77-0059951
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
255 West Tasman Drive, San Jose, California 95134
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(Address of principal executive offices) (Zip Code)
Company's telephone number, including area code: (408) 526-4000
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(Former name or former address, if changed since last report.)
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ITEM 5 OTHER EVENTS
(a) On July 25, 1997, the Registrant acquired Skystone Systems
Corporation, a corporation existing under the laws of Canada ("Skystone"), by
the acquisition of all of the outstanding Common Stock and options to purchase
Common Stock of Skystone (the "Acquisition"). The Acquisition was accomplished
pursuant to the Amended and Restated Acquisition Agreement, dated as of June 9,
1997, as amended, between the Registrant and Skystone and the transactions
contemplated thereunder (collectively, the "Skystone Acquisition Agreements").
The Acquisition occurred following the approval of the Skystone Acquisition
Agreements by the shareholders of Skystone by written consent which was received
on July 24, 1997 and satisfaction of certain other closing conditions. As a
result of the Acquisition, the Registrant became the owner of 100% of the issued
and outstanding common stock of Skystone and each outstanding share of Skystone
Common Stock was converted into .237109 of an exchangeable share of Skystone
(the "Exchange Shares"), each of which is exchangeable for one share of the
Registrant's Common Stock. Skystone became a wholly-owned subsidiary of the
Registrant as a result of the Acquisition. The terms of the Skystone Acquisition
Agreements were the result of arm's-length negotiations among the parties.
A total of 1,071,781 shares of the Registrant's Common Stock
will be issued to former Skystone shareholders and optionholders in exchange for
the acquisition by the Registrant of all outstanding Skystone Common Stock and
all unexpired and unexercised options to acquire Skystone Common Stock. The
shares issued to Skystone 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"). Each Skystone stock option was assumed by the
Registrant and became exercisable for .237109 a share of the Registrant's Common
Stock.
Skystone is a provider of semiconductor products for
integrating several telecommunications functions for use in advanced fiber-optic
networks. The Registrant intends to continue such business.
(b) On July 25, 1997, the Registrant acquired Ardent
Communications Corporation, a California corporation ("Ardent"), by the
acquisition of all of the outstanding Common Stock and options to purchase
Common Stock of Ardent (the "Acquisition"). The Acquisition was accomplished
pursuant to the Agreement and Plan of Reorganization, dated as of June 23, 1997,
between the Registrant and Ardent and the transactions contemplated thereunder
(collectively, the "Ardent Acquisition Agreements"). The Acquisition occurred
following the approval of the Ardent Acquisition Agreements by the shareholders
of Ardent by written consent which was received on or before July 25, 1997 and
satisfaction of certain other closing conditions. As a result of the
Acquisition, the Registrant became the owner of 100% of the issued and
outstanding common stock of Ardent and each outstanding share of Ardent Common
Stock was exchanged for .150916 shares of the Registrant's Common Stock. The
terms of the Ardent Acquisition Agreements were the result of arm's-length
negotiations among the parties.
A total of 2,370,538 shares of the Registrant's Common Stock
will be issued to former Ardent shareholders and optionholders in exchange for
the acquisition by the Registrant of all outstanding Ardent Common Stock and all
unexpired and unexercised options to acquire Ardent Common Stock. The shares
issued to Ardent 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"). Each Ardent stock option was assumed by the Registrant
and became exercisable for .150916 a share of the Registrant's Common Stock.
Ardent is a designer of combined communications support for
compressed voice, LAN, data and video traffic across public and private Frame
Relay and ATM networks. The Registrant intends to continue such business.
(c) On July 25, 1997, the Registrant acquired all the outstanding
stock (the "Stock Purchase") of Global Internet Software Group, an Illinois
corporation ("Global"), a wholly-owned subsidiary of Global Internet.Com, a
Delaware corporation ("GIC") for $40.25 million in cash. The Registrant also
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completed the purchase of an undisclosed equity interest in GIC. The Stock
Purchase was accomplished pursuant to the terms of the Stock Purchase Agreement
dated June 20, 1997, among the Registrant, Global and GIC. The completion of the
Stock Purchase occurred upon the receipt of the required approvals from each
party and the satisfaction of other closing conditions. The terms of the Stock
Purchase Agreement were the result of arm's-length negotiations among the
parties.
Global is a provider of Windows NT network security software.
The Registrant intends to continue such business.
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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 Release of the Registrant, dated June 9, 1997,
announcing the Registrant's agreement to acquire Skystone.
20.2 Press Release of the Registrant, dated June 24, 1997,
announcing the Registrant's agreement to acquire Ardent.
20.3 Press Release of the Registrant, dated July 28, 1997,
announcing the completion of the Registrant's acquisition of
Skystone, Ardent and Global.
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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: August 21, 1997 By: /s/ LARRY R. CARTER
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Larry R. Carter, Vice President,
Finance and Administration,
Chief Financial Officer and Secretary
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EXHIBIT INDEX
DESCRIPTION OF DOCUMENT
<TABLE>
<CAPTION>
Exhibit
Number
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<S> <C>
20.1 Press Release of the Registrant, dated June 9, 1997, announcing the
Registrant's agreement to acquire Skystone.
20.2 Press Release of the Registrant, dated June 24, 1997, announcing the
Registrant's agreement to acquire Ardent.
20.3 Press Release of the Registrant, dated July 28, 1997, announcing the
completion of the Registrant's acquisition of Skystone, Ardent and
Global.
</TABLE>
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CISCO SYSTEMS TO ACQUIRE SKYSTONE SYSTEMS CORP
SAN JOSE, Calif. -- June 9, 1997 -- Cisco Systems, Inc. today announced it
has signed a definitive agreement to acquire privately-held Skystone Systems
Corp. of Ottawa, Ontario, Canada. Skystone is an innovator of high-speed
Synchronous Optical Networking/Synchronous Digital Hierarchy (SONET/SDH)
technology.
Under the terms of the acquisition, 1 million shares of Cisco common stock
worth approximately $66.5 million (based on Cisco's June 9 closing price of
$66.50) and $22.6 million cash will be exchanged for all outstanding shares,
warrants and options of Skystone. In connection with the acquisition, Cisco
expects a one-time charge against after-tax earnings of between 8 and 13 cents
per share in the fourth fiscal quarter of 1997. The acquisition has been
approved by the Board of Directors of each company and is expected to be
completed by mid-July subject to various closing conditions including Skystone
shareholder approval.
COMMITMENT TO DEVELOPING NEW MARKET
Network transport of multiple types of information is rapidly becoming
commonplace worldwide, for two reasons. First, the traditionally disparate
communication channels of voice, video, and data are converging. And second,
these channels are being integrated using the standard Internet protocol (IP).
The acquisition of Skystone underscores Cisco's commitment to this new market
with the ability to offer users a cost-effective SONET/SDH capability. SONET/SDH
is the emerging transport technology used for carrying information in
very-high-capacity backbone networks, such as those operated by
telecommunications carriers and large internet service providers. Cisco intends
to leverage Skystone development efforts on new SONET/SDH transport technologies
for integration within next- generation Cisco products.
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The approximately 40 employees and managers of Skystone will remain in
Ottawa, and will become part of Cisco's Service Provider line of business.
ABOUT SKYSTONE SYSTEMS
Skystone Systems, founded in 1994, develops a family of semiconductor
products for integrating several telecommunications functions for use in
advanced fiber-optic networks. News and information are available at
http://www.skystone.com.
ABOUT CISCO SYSTEMS
Cisco Systems (NASDAQ: CSCO) is the worldwide leader in networking for the
Internet. News and information are available at http://www.cisco.com.
# # #
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.
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CISCO SYSTEMS TO ACQUIRE ARDENT COMMUNICATIONS CORP.
SAN JOSE, Calif. -- June 24, 1997 -- Cisco Systems, Inc. today announced
it has signed a definitive agreement to acquire privately-held Ardent
Communications Corp. Previously, Cisco and Sequoia Capital held minority equity
stakes in Ardent. San Jose-based Ardent is a pioneer in designing combined
communications support for compress voice, LAN, data and video traffic across
public and private Frame Relay and ATM networks.
Under the terms of the acquisition agreement, shares of Cisco common stock
worth approximately $156 million will be exchanged for the outstanding shares
and options of Ardent. In connection with the acquisition, Cisco expects a
one-time charge against after-tax earnings of 23 cents per share in the fourth
fiscal quarter of 1997. The acquisition is expected to be completed by late-July
1997 subject to various closing conditions, including clearance under the
Hart-Scott-Rodino Antitrust Improvements Act and Ardent shareholder approval.
CISCO STEPS UP INTEGRATION OVER FRAME RELAY AND ATM NETWORKS
With the continued pace of deregulation of the telecommunications service
industry, carriers are increasingly offering services which integrate
communication channels of voice, video, and data. As a result, the demand for
low cost, easy to use, multiservice access products for new carrier services is
rapidly expanding. The acquisition of Ardent will complement CISCO'S 3800 SERIES
within carrier service offerings for branch offices and remote sites by
extending leadership in integration of voice, video and data. Based on CISCO IOS
SOFTWARE, Ardent's low cost platforms will natively support multiservice traffic
and implement voice compression using high performance Digital Signal Processor
(DSP)
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technology. Ardent's early affiliation with Cisco has resulted in a
complementary product platform offering superior interoperability with existing
Cisco MULTISERVICE ACCESS and SWITCHING product lines.
ABOUT ARDENT COMMUNICATIONS
Ardent Communications was founded in 1996 by CEO Wu Fu Chen. Mr. Chen has
co-founded four other companies since 1986 including Cascade Communications and
Arris Networks. Ardent's approximately 40 employees will remain in San Jose and
become part of the Multiservice Access Business Unit led by Vice President and
General Manager Alex Mendez within Cisco's Service Provider line of business.
Ardent Communications is on the leading edge of integrated access
equipment design. Founded in 1996, Ardent designs, manufacturers and distributes
advanced access products for integrating voice, video and data on public or
private Frame Relay or ATM networks.
ABOUT CISCO SYSTEMS
CISCO SYSTEMS, INC. (NASDAQ:CSCO) is the worldwide leader in networking
for the Internet. News and information are available at http://www.cisco.com.
# # #
Cisco, Cisco Systems, and the Cisco Systems logo are registered trademarks
of Cisco Systems, Inc. in the U.S. and certain other countries. All other
trademarks mentioned in this document are the property of their respective
owners.
This release may contain 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 SEC,
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, including potential fluctuations in
quarterly results, dependence on new product development, rapid
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technological and market change, acquisition strategy, manufacturing risks,
risks associated with the Internet infrastructure, volatility of stock price,
financial risk management and future growth subject to risks.
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CISCO COMPLETES ACQUISITION OF SKYSTONE, ARDENT AND GLOBAL INTERNET
SOFTWARE GROUP
SAN JOSE, Calif. -- July 28, 1997 -- Cisco Systems, Inc. today announced
it has completed the acquisitions of Skystone Systems Corp., Ardent
Communications Corp. and Global Internet Software Group.
On June 9, Cisco Systems, Inc. announced a definitive agreement to acquire
privately-held Skystone Systems Corp. of Ottawa, Ontario, Canada. Skystone is an
innovator of moving Internet Protocol(IP) traffic over high-speed Synchronous
Optical Networking/Synchronous Digital Hierarchy (SONET/SDH) technology. Under
the terms of the acquisition, approximately 1 million shares of Cisco common
stock worth nearly $66.5 million (based upon Cisco's June 9 closing price of
$66.50) and $22.6 million cash were exchanged for all outstanding shares,
warrants and options of Skystone. In connection with the acquisition, Cisco
expects a one-time charge against after-tax earnings of between 8 and 13 cents
per share in the fourth fiscal quarter of 1997.
On June 24, 1997, Cisco Systems, Inc. announced a definitive agreement to
acquire privately-held Ardent Communications Corp. Previously, Cisco and Sequoia
Capital held minority equity stakes in Ardent. San Jose-based Ardent is a
pioneer in designing combined communications support for compressed voice, LAN,
data and video traffic across public and private Frame Relay and ATM networks.
Under the terms of the acquisition agreement, shares of Cisco common stock worth
approximately $156 million were exchanged for the outstanding shares and options
of Ardent. In connection with the acquisition, Cisco expects a one-time charge
against after-tax earnings of 23 cents per share in the fourth fiscal quarter of
1997.
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On June 24, Cisco Systems, Inc. announced a definitive agreement to
acquire Global Internet Software Group, a wholly-owned subsidiary of Global
Internet.Com Inc. based in Palo Alto, CA. Cisco also took an undisclosed
minority equity interest in Global Internet.Com. Global Internet Software is a
pioneer in the Windows NT network security marketplace. Under the terms of this
acquisition, approximately $40.25 million cash was exchanged for all outstanding
shares of Global Internet Software. In connection with the acquisition, Cisco
expects a one-time charge against after-tax earnings of between 2 and 3 cents
per share in the fourth fiscal quarter of 1997.
CISCO SYSTEMS
CISCO SYSTEMS, INC. (NASDAQ:CSCO) is the worldwide leader in networking
for the Internet. News and information are available at http://www.cisco.com.
# # #
Cisco, Cisco Systems, and the Cisco Systems logo are registered trademarks
of Cisco Systems, Inc. in the U.S. and certain other countries. Microsoft is a
registered trademark and Windows NT is a trademark of Microsoft Corporation. All
other trademarks mentioned in this document are the property of their respective
owners.
This release may contain 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 SEC,
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, including potential fluctuations in
quarterly results, dependence on new product development, rapid technological
and market change, acquisition strategy, manufacturing risks, risks associated
with the Internet infrastructure, volatility of stock price, financial risk
management and future growth subject to risks.
16
