<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): July 28, 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
On September 2, 1997, the Registrant purchased all of the
outstanding common stock of DAGAZ Technologies, Inc., a California corporation
("DAGAZ"), from Integrated Network Corporation, a Delaware corporation ("INC"),
for a purchase price of $108,017,000 in cash and the assumption of INC stock
options and shares held by certain DAGAZ personnel. Copies of the press releases
issued by the Registrant on July 28, 1997, and September 2, 1997, concerning the
foregoing transaction are filed herewith as Exhibits 20.1 and 20.2, and are
incorporated herein by reference.
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 July 28, 1997,
announcing the Registrant's agreement to acquire certain
assets of INC.
20.2 Press Release of the Registrant, dated September 2, 1997,
announcing the completion of the Registrant's acquisition
of certain assets of INC.
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: September 3, 1997 By: /s/ LARRY R. CARTER
------------------------------------
Larry R. Carter, Vice President,
Finance and Administration, Chief
Financial Officer and Secretary
4.
<PAGE> 5
EXHIBIT INDEX
DESCRIPTION OF DOCUMENT
<TABLE>
<CAPTION>
Exhibit
Number
- ------
<S> <C>
20.1 Press Release of the Registrant, dated July 28, 1997, announcing the
Registrant's agreement to acquire certain assets of INC.
20.2 Press Release of the Registrant, dated September 2, 1997, announcing the
completion of the Registrant's acquisition of certain assets of INC.
</TABLE>
5.
<PAGE> 1
EXHIBIT 20.1
CISCO SYSTEMS TO ACQUIRE INTEGRATED NETWORK CORPORATION'S DSL ASSETS
SAN JOSE, Calif. -- July 28, 1997 -- Cisco Systems, Inc. today announced it has
signed a definitive agreement to purchase the Dagaz xDSL business of Integrated
Network Corporation (INC) for approximately $108 million in cash and the
assumption of the xDSL business' option plan with approximately 230,000 shares
of Cisco stock (worth approximately $16.5 million based upon Cisco's July 25
closing price of $79.6875). INC, based in Bridgewater, New Jersey, is a
broadband networking company providing a suite of products for high speed
information transmission over existing copper phone lines.
Under terms of the purchase, Cisco will acquire INC's Dagaz xDSL products and
intellectual property, personnel, and other xDSL-related assets. In connection
with the transaction, Cisco expects a one-time charge against after-tax
earnings of between $.08 and $.11 cents per share in the first fiscal quarter
of 1998. Cisco expects the transaction to have a neutral EPS impact in the
first year and to be accretive thereafter. The purchase has received board
approvals from each company and is expected to be completed in August subject
to various closing conditions including approval under the Hart Scott Rodino
Antitrust Improvements Act.
CISCO TO OFFER SERVICE PROVIDERS ADVANCED DIGITAL SUBSCRIBER LINE TECHNOLOGY
Customer demand for high speed information transmission using the Internet,
graphics-heavy web sites, networked commerce, teleworking and integrated voice,
video and data services is escalating. Using the existing telephone system,
xDSL is poised to solve the problem of high-speed access to many of these
networked applications while offloading the public switched telephone network.
Service providers believe xDSL will offer an affordable mechanism to satisfy
bandwidth hunger and supply new high-speed networking services without large
capital outlays.
"We believe Cisco's leadership end-to-end solution, with additional NEBS
compliant xDSL, offers great potential," said Joe Zell, president of US WEST
Interprise. "Subscriber link technology, underscored by today's news, will help
U.S West fuel the market acceptance of new xDSL services resulting in market
acceleration."
"From xDSL to dial services and all points in-between, GTE is a firm believer
in Cisco Powered Networks," said Lewis Wilks, president of GTE Communications.
"Cisco's commitment to a carrier and premise xDSL platform will help us deploy
both business and residential services quickly. The purchase of the Dagaz
business, combined with Cisco's xDSL internal development, will give users a
new carrier compliant fast lane on their networks."
This acquisition brings both a leading density DSL central office concentrator
(Jera) and subscriber side unit (Thurisa) to Cisco's product portfolio. At the
central office site, Dagaz's
<PAGE> 2
Jera is a carrier class xDSL Access Multiplexer (DSLAM) capable of speeding
traffic onto an ATM-based network to reduce network congestion. Jera takes this
one step further with high density voice splitting technology and plans to
condense numerous network traffic feeds into a single line. This DSLAM also
offers upgradeable line cards offering investment protection during the current
period of evolving modem standards.
Cisco also has several options today for delivering xDSL in subscriber sites.
Dagaz recently announced immediate availability of the Thurisa xDSL public
premises device. The Cisco 700 series also offers xDSL to connect end-users
with networked applications at near-LAN speeds over the world's more than 700
million telephone lines.
The approximately 30 employees of Dagaz will continue to work in New Jersey,
and will eventually relocate to Cisco's Chelmsford, MA facility. All employees,
including Dagaz's President and COO Dr. Dev Gupta, will become part of the
Network to User Business Unit headed by Vice President and General Manager
Kevin Kennedy within Cisco's Service Provider line of business.
ABOUT INC
INC (http://www.integnet.com) was founded in 1985 by senior Bell System
executives and takes a network-wide approach to providing enhanced voice, data
and video service capabilities. INC will use Dagaz sales proceeds for operating
costs and other necessary funds for the remaining two divisions, the Network
Access Division that supplies central office products and the Odin group that
supplies video and full service networking products including the Odin 3000.
INC's Dagaz xDSL business (http://www.dagaztech.com) is dedicated to delivering
broadband multimedia using a suite of products that span the Last Mile Network
- -- the network segment that extends the enterprise to small business, remote
offices and residential markets. Dagaz products enhance existing networks,
offering scaleable, cost-effective, media-independent solutions for passage of
broadband multimedia applications such as voice, video and data to end-users.
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 IOS is a trademark, and 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
<PAGE> 3
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.
<PAGE> 1
EXHIBIT 20.2
CISCO COMPLETES ACQUISITION OF DAGAZ TECHNOLOGIES
SAN JOSE, Calif. -- September 2, 1997 -- Cisco Systems, Inc. today announced it
has completed the acquisition of DAGAZ Technologies, Inc., a wholly owned
subsidiary of Integrated Network Corporation (INC).
Under terms of the purchase announced on July 28, 1997, Cisco acquired INC's
DAGAZ xDSL products and intellectual property, personnel and other xDSL-related
assets. In connection with the transaction, Cisco expects a one-time charge
against after-tax earnings of between $.08 and $.11 cents per share in the
first fiscal quarter of 1998. Cisco expects the transaction to have a neutral
EPS impact in the first year and to be accretive thereafter.
ABOUT INC
INC (http://www.integnet.com) was founded in 1985 by senior Bell System
executives and takes a network-wide approach to providing enhanced voice, data
and video service capabilities. INC's DAGAZ xDSL business
(http://www.dagaztech.com) is dedicated to delivering broadband multimedia
using a suite of products that span the Last Mile Network -- the network
segment that extends the enterprise to small business, remote offices and
residential markets. DAGAZ products enhance existing networks, offering
scalable, cost-effective, media-independent solutions for passage of broadband
multimedia applications such as voice, video and data to end users.
ABOUT CISCO SYSTEMS INC.
Cisco Systems (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.
