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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): MARCH 13, 1998
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.)
170 WEST TASMAN DRIVE, SAN JOSE, CALIFORNIA 95134-1706
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (408) 526-4000
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ITEM 5. OTHER EVENTS
On March 13, 1998, Cisco Systems, Inc. (the "Registrant") acquired
WheelGroup Corporation, a Texas corporation ("WheelGroup") under the terms of a
merger whereby 1,900,000 shares of the Registrant's Common Stock were exchanged
for all of WheelGroup's outstanding shares and options. A copy of the press
release issued by the Registrant on February 18, 1998 concerning the foregoing
transaction is filed herewith as Exhibit 20.1 and is incorporated herein by
reference.
On April 7, 1998, the Registrant acquired Precept Software, Inc., a
California corporation ("Precept"), under the terms of a merger whereby stock
worth up to approximately $84 million on the date of closing was exchanged for
all outstanding shares and options of Precept. Copies of the press releases
issued by the Registrant on March 11, 1998 and April 7, 1998 concerning the
foregoing transaction are filed herewith as Exhibits 20.2 and 20.3, and are
incorporated herein by reference.
On April 10, 1998, the Registrant acquired NetSpeed, Inc., a Texas
corporation ("NetSpeed"), under the terms of a merger whereby up to 3,529,482
shares of the Registrant's Common Stock were exchanged for all of NetSpeed's
outstanding shares and options. Copies of the press releases issued by the
Registrant on March 10, 1998 and April 13, 1998 concerning the foregoing
transaction are filed herewith as Exhibits 20.4 and 20.5, and are incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Exhibits.
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<S> <C>
20.1 Press Release of Registrant, dated February 18, 1998, announcing
Registrant's agreement to acquire WheelGroup Corporation.
20.2 Press Release of Registrant, dated March 11, 1998, announcing
Registrant's agreement to acquire Precept Software, Inc.
20.3 Press Release of Registrant, dated April 7, 1998, announcing the
closing of Registrant's acquisition of Precept Software, Inc.
20.4 Press Release of Registrant, dated March 10, 1998, announcing
Registrant's agreement to acquire NetSpeed, Inc.
20.5 Press Release of Registrant, dated April 13, 1998, announcing the
closing of Registrant's acquisition of NetSpeed, Inc.
</TABLE>
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: May 15, 1998 By: /s/ Larry R. Carter
-----------------------------------
Larry R. Carter, Vice President,
Finance and Administration, Chief
Financial Officer and Secretary
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
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<S> <C>
20.1 Press Release of Registrant, dated February 18, 1998,
announcing Registrant's agreement to acquire WheelGroup
Corporation.
20.2 Press Release of Registrant, dated March 11, 1998,
announcing Registrant's agreement to acquire Precept
Software, Inc.
20.3 Press Release of Registrant, dated April 7, 1998,
announcing the closing of Registrant's acquisition of
Precept Software, Inc.
20.4 Press Release of Registrant, dated March 10, 1998,
announcing Registrant's agreement to acquire NetSpeed,
Inc.
20.5 Press Release of Registrant, dated April 13, 1998,
announcing the closing of Registrant's acquisition of
NetSpeed, Inc.
</TABLE>
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EXHIBIT 20.1
CISCO SYSTEMS TO ACQUIRE WHEELGROUP CORPORATION
SAN JOSE, Calif.--February 18, 1998--Cisco Systems, Inc. today announced
it has signed a definitive agreement to acquire privately-held WheelGroup
Corporation of San Antonio, Texas. WheelGroup is an innovator in network
security software products.
Under the terms of the acquisition, between 1.8 and 2.0 million shares
of Cisco common stock will be exchanged for the outstanding shares and options
of WheelGroup. Based upon Cisco's February 18 closing price of $65.50 the stock
exchanged would have a value of approximately $124 million. In connection with
the acquisition, Cisco expects a one-time charge against after-tax earnings of
between $.08 and $.13 cents per share for purchased-in-process research and
development expenses in the third 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-March subject to various closing conditions.
CISCO INCREASES LEADERSHIP IN END-TO-END NETWORK SECURITY SOLUTIONS
WheelGroup's software technology will extend Cisco's leadership in
end-to-end network security solutions and help create a more secure environment
for Cisco customers to do business on the Internet.
WheelGroup is a leader in intrusion detection and security scanning
software products. Its technology delivers a 'radar-like' intrusion detection
system that operates with network routers and switches as real-time 'sensors' to
identify and respond to unauthorized intrusions and hackers. WheelGroup's
scanning technology identifies network security gaps throughout the enterprise
and offers solutions for closing them. Cisco will refer to this new class of
detection and scanning technology as "active audit."
"Active audit" is the third element of Cisco's multi-phase security
architecture. The first two phases, announced last year, focused on "identity"
and "integrity" of the network.
WheelGroup was founded in 1995. The majority of the company's 75
employees will remain in their current offices in San Antonio, TX.
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, 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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EXHIBIT 20.2
CISCO SYSTEMS TO ACQUIRE PRECEPT SOFTWARE INC.
EXPANDS OFFERINGS FOR INTEGRATION OF VOICE, DATA AND VIDEO SOLUTIONS
SAN JOSE, Calif.--March 11, 1998--Cisco Systems, Inc. today announced it
has signed a definitive agreement to acquire privately-held Precept Software,
Inc. of Palo Alto, California. Precept is a leading multimedia networking
software company.
Based upon Cisco's March 11 closing price of $62.63 the stock exchanged
would have a value of approximately $84 million. Under the terms of the
acquisition, between 1.15 and 1.35 million shares of Cisco common stock will be
exchanged for all outstanding shares and options of Precept Software. The
transaction will be accounted for as a pooling of interests. Cisco has held a
minority equity interest in Precept since April 1996. The acquisition has been
approved by the board of directors of each company and is expected to be
completed by April subject to various closing conditions.
CISCO INCREASES LEADERSHIP IN MULTIMEDIA NETWORKING
The acquisition complements Cisco's strategy of developing networking
solutions that integrate voice, data and video traffic. Precept's IP/TV product
is a client/server application that sends live or pre-recorded digital video and
audio to a large number of users over any IP-based local- or wide-area network.
Precept's technology will be incorporated into Cisco offerings for both
the enterprise and service provider markets. Cisco will continue to sell
Precept's IP/TV product, delivering video solutions to enterprise networks for
use in such applications as training and distance learning. Additionally, Cisco
will build on Precept's IP/TV technology to enable service providers to create a
network infrastructure that will support integrated voice, video and data
solutions and help enable deployment of network multimedia applications.
This acquisition will enable Cisco to integrate multicast, quality of
service, streaming video and network management technologies to create a network
platform for delivering high-quality video over IP. Precept's technology will
complement Cisco's work with the Networked Multimedia Connection, a joint
program announced in 1997 with Intel Corporation and Microsoft.
Precept was founded in 1995. The 50 employees will become part of
Cisco's IOSO technology group and sales organization. Precept's products will be
distributed through Cisco's sales force. Simultaneously today, Cisco also
announced the appointment of Precept's president and CEO, Judith Estrin, to
senior vice president and chief technology officer.
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, 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.
<PAGE> 2
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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EXHIBIT 20.3
CISCO SYSTEMS COMPLETES ACQUISITION OF PRECEPT SOFTWARE
SAN JOSE, Calif.--April 7, 1998--Cisco Systems, Inc. today announced it
has completed the purchase of Precept Software, Inc. of Palo Alto, Calif. On
March 11, 1998 Cisco Systems announced a definitive agreement to acquire
privately-held Precept, a leading multimedia networking software company. Under
the terms of the acquisition, shares of Cisco common stock worth approximately
$84 million were exchanged for all outstanding shares and options of Precept.
The transaction will be accounted for as a pooling of interests.
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, 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.
<PAGE> 1
EXHIBIT 20.4
CISCO SYSTEMS TO ACQUIRE NETSPEED INC.
SAN JOSE, Calif.--March 10, 1998--Cisco Systems, Inc. today announced it
has signed a definitive agreement to acquire privately-held NetSpeed, Inc. of
Austin, Texas. NetSpeed is a market leader in Digital Subscriber Line (DSL)
technology in North America. Its networking product suite provides high-speed
Internet access and data transmission using existing copper phone lines.
Under the terms of the acquisition, between 3.7 and 4.0 million shares
of Cisco common stock (subject to certain adjustments) will be exchanged for all
outstanding shares and options of NetSpeed. Based upon Cisco's March 9 closing
price of $61.22, the stock exchanged would have a value of approximately $236
million. In connection with the acquisition, Cisco expects a one time charge
against after-tax earnings of between $.13 and $.18 per share for
purchased-in-process research and development expenses in the third quarter of
fiscal 1998. The acquisition has been approved by the board of directors of each
company and is expected to be completed by April subject to various closing
conditions, including, approval under the Hart-Scott-Rodino Antitrust
Improvements Act.
CISCO EXPANDS DSL PRODUCT LINE; WILL OFFER COMPLETE END-TO-END SOLUTION.
NetSpeed's product suite adds customer premise equipment, central office
products and broadband remote access to Cisco's DSL product portfolio. Its DSL
products are deployed in production carrier networks including Cincinnati Bell,
Telus and US WEST. NetSpeed's DSL product line for North America complements
Cisco's 1997 acquisition of DSL solutions from the Dagaz business of Integrated
Network Corporation targeted at international markets.
DSL technology offers high-speed information transmission over existing
phone lines enabling a new class of high-bandwidth applications like
telecommuting, telemedicine, distance learning and downloading graphic-intense
web pages. NetSpeed's expertise in DSL technology enables Cisco to offer
telephone companies and other service providers an end-to-end DSL solution
leveraging their existing infrastructure to accelerate integrated data, voice
and video services to the home at affordable service rates. NetSpeed's solutions
feature low-cost customer premise modems with a splitterless solution enabling
"plug and play" and cost effective service provisioning.
"Cisco's acquisition of NetSpeed will enable US WEST to accelerate the
deployment of DSL services," said Joe Zell, president of US WEST. "Together with
Cisco as a strategic partner in our broadband strategy solution, we are
confident the challenges of growing this new market can be met in record time
with our combined strengths."
NetSpeed is a leader in standards-based DSL technology. Its central
office products are carrier class telecommunications equipment supporting the
North American Equipment Building System (NEBS) requirements.
NetSpeed was founded in 1996. The approximately 140 employees will
continue to work in Austin, Texas. John McHale, NetSpeed president and CEO, and
his team 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 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
<PAGE> 2
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.
<PAGE> 1
EXHIBIT 20.5
CISCO COMPLETES ACQUISITION OF NETSPEED INC.
SAN JOSE, Calif. -- April 13, 1998 -- Cisco Systems, Inc. today
announced it has completed the acquisition of NetSpeed, Inc. of Austin, Texas.
On March 10, 1998 Cisco Systems announced a definitive agreement to
acquire privately-held NetSpeed, a market leader in Digital Subscriber Line
(DSL) technology in North America. Under the terms of the acquisition, 3.8
million shares of Cisco common stock were exchanged for all outstanding shares
and options of NetSpeed. In connection with the acquisition, Cisco expects a
one-time charge against after-tax earnings of between $.15 and $.18 per share in
the third fiscal quarter of 1998.
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, 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.
