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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 20, 1997
CISCO SYSTEMS, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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<S> <C> <C>
California 0-18225 77-0059951
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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255 West Tasman Drive, San Jose, California 95134
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(Address of principal executive offices) (Zip Code)
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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.
On June 20, 1997, the Registrant signed an agreement (the
"Stock Purchase Agreement") to acquire 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 signed a
definitive agreement to purchase an undisclosed equity interest in GIC. The
Stock Purchase will be 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, which has received the required approvals
from each party, is subject to various 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.
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:
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Exhibit
Number
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20.1 Press Release of the Registrant, dated June 24, 1997,
announcing the Registrant's agreement to acquire
Global and its investment in GIC.
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2.
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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: July 1, 1997 By: /s/ Larry R. Carter
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Larry R. Carter, Vice President, Finance
and Administration, Chief Financial Officer
and Secretary
3.
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EXHIBIT INDEX
DESCRIPTION OF DOCUMENT
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Exhibit
Number
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20.1 Press Release of the Registrant, dated June 24, 1997, announcing
the Registrant's agreement to acquire Global and its investment in
GIC.
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EXHIBIT 20.1
CISCO SYSTEMS TO ACQUIRE GLOBAL INTERNET SOFTWARE GROUP, INVESTS IN PARENT
COMPANY GLOBAL INTERNET.COM; WINDOWS NT FIREWALL EXPERTISE TO COMPLEMENT
CISCO'S PIX FIREWALL OFFERINGS
June 24, 1997 8:38 AM EDT
SAN JOSE, Calif.--(BUSINESS WIRE)--June 24, 1997--Cisco Systems, Inc. today
announced it has signed a definitive agreement to acquire Global Internet
Software Group, a wholly owned subsidiary of Global Internet.Com Inc. based in
Palo Alto, CA. Cisco is also taking 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 the acquisition, approximately $40.25 million cash will be
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. The acquisition has received all required approvals from each
company and is expected to be completed by late-July subject to various closing
conditions including approval under the Hart Scott Rodino Antitrust
Improvements Act.
CISCO NOW COVERS MULTIPLE AREAS IN THE FIREWALL MARKETPLACE
Firewalls are fast becoming a necessity, as growing numbers of businesses open
up their networks to Internet traffic for networked commerce, training and
networked information exchange. To complement Cisco's enterprise-class PIX
firewall, today's acquisition of Global Internet Software and its Centri
Security Manager Windows NT firewall is designed to meet the turnkey needs of
small and medium businesses who are often without security engineers to design,
build and support their networks offerings.
Global Internet's Windows NT management software will allow network
administrators to simply install the firewall in minutes with step-by-step
instructions and help the user determine appropriate security policies. Cisco
is continuing to extend its product offerings as the leading provider of
networking for the Internet with a wide range of network-aware software,
hardware and appliances to protect networks from unauthorized intruders.
Upon completion of this acquisition, Cisco will be able to deliver a Windows NT
network firewall suite capable of examining credentials including names
applications, Internet Protocol (IP) addresses and other inquiry
characteristics against access rules programmed by the systems administrator.
In addition, Cisco users will be able to leverage Global Internet.Com's
expertise in network integration, design, security, consulting and management
services. In conjunction with today's announcement, a Cisco executive will
also retain a seat on Global Internet.Com's Board of Directors.
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The approximately 20 employees of the Global Internet Software development team
will continue to work out of two locations, the SF Bay area and a remote office
in Champaign, IL. All employees will become part of the Internet Appliances
and Applications Business Unit headed by Vice President and General Manager
Christine Hemrick within Cisco's Small/Medium Business line of business.
ABOUT GLOBAL INTERNET SOFTWARE GROUP
Global Internet Software Group specializes in security solutions for Microsoft
Windows NT networks. Parent company Global Internet.Com, whose principal
investor is New York-based Welsh, Carson, Anderson and Stowe, builds, manages
and secures corporate networks with a focus on medium- size business. News and
information are available at
http://www.globalinternet.com,http://www.centri.com or by calling (800)
682-5550.
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.
Note to Editors:
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.
