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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): December 22, 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
On February 10, 1998, the Registrant acquired LightSpeed International,
Inc., a Virginia Corporation ("LightSpeed"), under the terms of a merger whereby
3,000,000 shares of the Registrant's common stock were exchanged for all of
LightSpeed's outstanding shares and options. Copies of the press releases issued
by the Registrant on December 22, 1997, and February 10, 1998, concerning the
foregoing transaction are filed herewith as Exhibits 20.1 and 20.2, and are
incorporated herein by reference.
2.
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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
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20.1 Press Release of the Registrant, dated December 22, 1997,
announcing the Registrant's agreement to acquire LightSpeed.
20.2 Press Release of the Registrant, dated February 10, 1998,
announcing the completion of the Registrant's acquisition of
LightSpeed.
3.
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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: February 11, 1998 By: /s/ Larry R. Carter
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Larry R. Carter, Vice President, Finance
and Administration, Chief Financial Officer
and Secretary
4.
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EXHIBIT INDEX
DESCRIPTION OF DOCUMENT
Exhibit
Number
20.1 Press Release of the Registrant, dated December 22, 1997, announcing
the Registrant's agreement to acquire LightSpeed.
20.2 Press Release of the Registrant, dated February 10, 1998, announcing
the completion of the Registrant's acquisition of LightSpeed.
5.
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EXHIBIT 20.1
Press Release dated December 22, 1997
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CISCO SYSTEMS TO ACQUIRE LIGHTSPEED
INTERNATIONAL, INC.
CISCO STEPS UP VOICE PROTOCOL EXPERTISE
SAN JOSE, Calif. -- December 22, 1997 -- Cisco Systems, Inc. today announced it
has signed a definitive agreement to acquire privately-held LightSpeed
International, Inc. of Sterling, Virginia. LightSpeed International is an
innovator in voice signaling translation technology.
Under the terms of the acquisition, between 2.7 and 3.3 million shares of Cisco
common stock will be exchanged for the outstanding shares and options of
LightSpeed. Based upon Cisco's December 19 closing price of $53.4375 the stock
exchanged would have a value of approximately $160 million. In connection with
the acquisition, Cisco expects a one-time charge against after-tax earnings of
between $.11 and $.15 cents per share for purchased-in-process research and
development expenses in the second quarter of fiscal 1998. The acquisition has
been approved by the board of directors of each company and is expected to be
completed by mid-January subject to various closing conditions. The number of
shares and per share amounts reflect the three-for-two split in Cisco stock that
was effective December 16, 1997.
CISCO STEPS UP VOICE PROTOCOL EXPERTISE
LightSpeed's voice signaling technologies will enable Cisco to provide solutions
in both the enterprise and service provider markets as voice traffic transitions
from purely circuit switched networks to integrated circuit and packet/cell
switched networks. LightSpeed has developed leading-edge voice protocol
conversion and intelligent call control software which enables signaling to be
transmitted among diverse sets of voice protocols and applications. This
technology allows different phone and communications systems to work together in
a seamless fashion, lowering communication costs for both businesses and
consumers.
In the enterprise market, this technology will provide PBX gateway functionality
to interconnect diverse PBX environments for large customers and in the future,
to provide LAN PBX applications. In the service provider market, carriers are
beginning to transition from circuit switched environments to voice over ATM and
voice over Internet protocol (IP). LightSpeed's voice signaling technology will
enable Cisco to participate in these emerging markets. LightSpeed was founded in
1995. The approximately 70 employees will be based in the greater Washington
D.C. area and will become part of Cisco's Service Provider line of business
headed by Senior Vice President Don Listwin.
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.
###
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.
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Copyright (C) 1997 Cisco Systems, Inc. Important Notices.
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EXHIBIT 20.2
Press Release dated February 10, 1998
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PUBLIC RELATIONS: INVESTOR RELATIONS:
Stacey O'Hara Randi Paikoff Feigin
Cisco Systems, Inc. Cisco Systems, Inc.
(408) 527-9365 (408) 527-1099
[email protected] [email protected]
CISCO COMPLETES ACQUISITION OF LIGHTSPEED INTERNATIONAL, INC.
SAN JOSE, Calif. - February 10, 1998 - Cisco Systems, Inc. today announced
it has completed the acquisition of LightSpeed International, Inc. of Sterling,
Virginia.
On December 22, 1998 Cisco Systems announced a definitive agreement to
acquire privately-held LightSpeed, an innovator in voice signaling translation
technology. Under the terms of the acquisition, 3 million shares of Cisco
common stock were exchanged for all outstanding shares and options of
LightSpeed. In connection with the acquisition, Cisco expects a one-time charge
against after-tax earnings of between $.16 and $.18 cents per share in the
third fiscal quarter of 1998.
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
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.
