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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 4, 1998
CISCO SYSTEMS, INC.
(Exact name of registrant as specified in charter)
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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 4, 1998, Cisco Systems, Inc. (the "Registrant") acquired Summa
Four, Inc., a Delaware corporation ("Summa Four") under the terms of a merger
whereby shares of the Registrant's Common Stock with an aggregate value of
approximately $116 million were exchanged for all of the outstanding shares of
Summa Four. Copies of the press releases issued by the Registrant on July 28,
1998 and November 5, 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.
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20.1 Press Release of Registrant, dated July 28, 1998,
announcing Registrant's agreement to acquire Summa Four.
20.2 Press Release of Registrant, dated November 5, 1998,
announcing the closing of Registrant's acquisition of Summa
Four.
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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 July 28, 1998, announcing Registrant's
agreement to acquire Clarity.
20.2 Press Release of Registrant, dated November 5, 1998, announcing the closing
of Registrant's acquisition of Clarity.
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EXHIBIT 20.1
CISCO SYSTEMS TO ACQUIRE SUMMA FOUR, INC.
SAN JOSE, Calif. -- July 28, 1998 -- Cisco Systems, Inc. today announced it has
signed a definitive agreement to acquire publicly-held Summa Four, Inc.
(Nasdaq:SUMA) of Manchester, New Hampshire. Summa Four is a leading provider of
programmable switches.
Under the terms of the acquisition, between 1.0 and 1.4 million shares of Cisco
common stock will be exchanged for all outstanding shares and options of Summa
Four. Based upon Cisco's July 27, 1998 closing price of $97.50, the stock
exchanged would have a value of approximately $116 million. In connection with
the acquisition, Cisco expects a one-time charge against after-tax earnings of
between $.04 and $.09 per share for purchased in-process research and
development expenses in the first half of fiscal 1999. The acquisition has been
approved by the board of directors of each company and is subject to various
closing conditions, including approval under the Hart-Scott-Rodino Antitrust
Improvements Act and approval by Summa Four stockholders.
CISCO EXTENDS VOICE SERVICES TO PACKET-BASED NETWORKS
Summa Four's open standards-based programmable switches will enable Cisco to
offer value-added telephony applications to new and existing service providers
as well as extending these services to a voice-over-IP (Internet Protocol)
infrastructure. These switches are used today by service providers for basic
call switching as well as delivering value-added services such as voice mail,
calling card and voice-activated dialing. This acquisition reaffirms Cisco's
strategy to provide an open services environment enabling applications for
circuit- and packet-switched networks.
Cisco intends to expand Summa Four's existing relationships with application
developers and will help them to extend their service platforms to voice-over-IP
networks. Carriers will select from more than 50 market-leading application
developers who have built a broad array of voice solutions based on Summa Four's
switching family.
Summa Four was founded in 1976. The 210 employees led by Summa Four President
and CEO, Robert Degan, will become part of Cisco's Network-to-User Business Unit
headed by Vice President and General Manager Kevin Kennedy within Cisco's
Service Provider line of business.
ABOUT CISCO SYSTEMS
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. This release may contain forward-looking statements that
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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.
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EXHIBIT 20.2
CISCO COMPLETES ACQUISITION OF SUMMA FOUR, INC.
SAN JOSE, Calif. -- November 5, 1998 -- Cisco Systems, Inc. today announced it
has completed the acquisition of Summa Four, Inc. of Manchester, N.H.
On July 28, 1998 Cisco Systems announced a definitive agreement to acquire
publicly-held Summa Four, Inc. Summa Four's open standards-based programmable
switches will enable Cisco to offer value-added telephony applications to new
and existing service providers as well as extending these services to a
voice-over-IP (Internet Protocol) infrastructure. Under the terms of the
acquisition, shares of Cisco common stock were exchanged for all outstanding
shares and options of Summa Four, Inc. In connection with the acquisition, Cisco
expects a one-time charge against after-tax earnings of between $.03 and $.06
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.
