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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): NOVEMBER 2, 1998
CISCO SYSTEMS, INC.
(Exact name of registrant as specified in charter)
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<S> <C> <C>
CALIFORNIA 0-18225 77-0059951
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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170 WEST TASMAN DRIVE, SAN JOSE, CALIFORNIA 95134-1706
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (408) 526-4000
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ITEM 5. OTHER EVENTS
On November 2, 1998, Cisco Systems, Inc. (the "Registrant") acquired
Clarity Wireless Incorporated, a California corporation ("Clarity") under the
terms of a merger whereby shares of the Registrant's Common Stock with an
aggregate value of approximately $157 million were exchanged for all of the
outstanding shares of Clarity. Copies of the press releases issued by the
Registrant on September 15, 1998 and November 18, 1998 concerning the foregoing
transaction are filed herewith as Exhibits 20.1 and 20.2, respectively, and are
incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Exhibits.
20.1 Press Release of Registrant, dated September 15, 1998,
announcing Registrant's agreement to acquire Clarity.
20.2 Press Release of Registrant, dated November 18, 1998,
announcing the closing of Registrant's acquisition of Clarity.
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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: November 18, 1998 By: /s/ LARRY R. CARTER
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Larry R. Carter, Senior Vice President,
Finance and Administration,
Chief Financial Officer and Secretary
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EXHIBIT INDEX
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Exhibit
Number Description of Document
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20.1 Press Release of Registrant, dated September 15, 1998, announcing Registrant's agreement to
acquire Clarity.
20.2 Press Release of Registrant, dated November 18, 1998, announcing the closing of Registrant's
acquisition of Clarity.
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EXHIBIT 20.1
CISCO SYSTEMS TO ACQUIRE CLARITY WIRELESS CORPORATION
SAN JOSE, Calif. - September 15, 1998 - Cisco Systems, Inc. today announced it
has signed a definitive agreement to acquire privately-held Clarity Wireless
Corporation of Belmont, CA. Clarity is a leading developer of wireless
communication technology for computer networking and Internet service markets.
This acquisition provides Cisco with fixed wireless technology, which
complements Cisco's current last mile solutions including dial, xDSL, and cable.
Last mile technologies can be divided into two areas, narrow-band (dial) and
broadband (xDSL, cable and wireless), which enables the integration of voice,
data and video. Clarity's technology is the first to provide high-speed,
reliable operation in obstructed environments, which have traditionally been
challenging to wireless network communications.
Under the terms of the acquisition, shares of Cisco common stock with an
aggregate value of approximately $157 million will be exchanged for all
outstanding shares and options of Clarity not already owned by Cisco. In
connection with the acquisition, Cisco expects a one-time charge against
after-tax earnings of between $.06 to $.09 per share for purchased in-process
research and development expenses in the second fiscal quarter of 1999. These
per share numbers take into account Cisco's three-for-two stock split effective
today. Cisco has been a minority investor in earlier private placement funding
of Clarity. The acquisition is expected to be completed by November 1998, and is
subject to certain closing conditions.
CISCO EXTENDS BROADBAND ACCESS CAPABILITY INTO FIXED WIRELESS
Clarity's technology extends Cisco's broadband access portfolio of DSL and cable
to include fixed wireless access. Clarity's technology targets the
point-to-point and point-to-multipoint markets. Clarity recently demonstrated
its breakthrough, high-speed (90Mbps) microwave communication system that
operates with fiber-like reliability in long distance, non-line-of-site links.
In comparison, today's high-speed wireless communications require clear
line-of-site paths between end points. For the past year, the two companies have
been developing wireless systems that integrate into Cisco products. Clarity has
39 employees and was founded in 1996. The Clarity team will relocate to Cisco's
San Jose campus and will report to Kevin Kennedy, senior vice president of the
service provider line of business.
ABOUT CISCO SYSTEMS
Cisco Systems (NASDAQ: CSCO) is the worldwide leader in networking for the
Internet. Cisco news and information are available at http://www.cisco.com.
# # #
Cisco, Cisco IOS, Cisco Systems and the Cisco Systems logo are registered
trademarks of Cisco Systems, Inc. in the U.S. and other countries. All other
trademarks mentioned in this document are the property of their respective
owners.
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EXHIBIT 20.2
CISCO COMPLETES ACQUISITION OF CLARITY WIRELESS INCORPORATED
SAN JOSE, Calif. -- November 18, 1998 -- Cisco Systems, Inc. today announced it
has completed the acquisition of Clarity Wireless Incorporated of Belmont,
Calif.
On September 15, 1998, Cisco Systems announced a definitive agreement to acquire
privately held Clarity Wireless Incorporated. This acquisition provides Cisco
with fixed wireless technology, which complements Cisco's current last mile
solutions including dial, xDSL and cable. Under the terms of the acquisition,
shares of Cisco common stock were exchanged for all outstanding shares and
options of Clarity Wireless Incorporated. In connection with the acquisition,
Cisco expects a one-time charge against after-tax earnings of between $.06 to
$.09 per share for purchased in-process research and development expenses in the
second fiscal quarter of 1999.
CISCO SYSTEMS
Cisco Systems, Inc. (NASDAQ:CSCO) is the worldwide leader in networking for the
Internet. For more information visit Cisco PR Contacts
# # #
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 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.
