CISCO SYSTEMS INC
8-K/A, 1999-08-13
COMPUTER COMMUNICATIONS EQUIPMENT
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K/A


                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934



Date of Report (Date of earliest event reported)   August 9, 1999
                                                  ------------------------------

                               CISCO SYSTEMS, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S>                                    <C>                     <C>
     CALIFORNIA                       0-18225                  77-0059951
- --------------------------------------------------------------------------------
(State or other jurisdiction         (Commission             (IRS Employer
      of incorporation)               File Number)          Identification No.)
</TABLE>

   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
                                                      --------------------------

- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)


                                   SIGNATURES*

         Pursuant  to the  requirements  of the  Securities  Act  of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                          CISCO SYSTEMS, INC.
                    -----------------------------------------------------------
                                             (Registrant)

 August 12, 1999                           Larry R. Carter
- ------------------ -------------------------------------------------------------
       Date         Larry R. Carter, Vice President, Finance and Administration,
                                Chief Financial Officer and Secretary



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ITEM 5. OTHER EVENTS

     On August 9, 1999, Cisco Systems, Inc. ("Cisco") and KPMG LLP announced
that Cisco had entered into a letter of intent with KPMG LLP and KPMG Consulting
Inc. ("KPMG Consulting") pursuant to which it agreed in principle to make a
$1.05 billion equity investment in KPMG Consulting in connection with KPMG
Consulting's planned separation from KPMG LLP. In connection with the
transaction, Cisco and KPMG Consulting intend to form a global alliance to
provide networking services and products to customers. The transaction is
subject to mutually satisfactory definitive documentation and receipt of
necessary corporate and regulatory approvals. A copy of the press release issued
by Cisco on August 9, 1999, concerning the transaction is attached as Exhibit
20.1 and is incorporated herein by reference.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

     (c)      Exhibits

              20.1     Press Release of Cisco, dated August 9, 1999,
                       announcing the planned $1.05 billion investment in
                       KPMG Consulting, Inc.



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                                  EXHIBIT INDEX

                             Description of Document


      Exhibit
      Number
      ------

       20.1     Press Release of Cisco dated August 9, 1999



<PAGE>   1






                                  EXHIBIT 20.1

                                  PRESS RELEASE


Cisco to Invest US$1 Billion in KPMG to Expand Global Internet Services for
Service Provider and Enterprise Market

Joint Venture will Add 4,000 KPMG Engineers to Support Deployment of
Cisco Networks


SAN JOSE, Calif. & NEW YORK, NY -- August 9 -- Cisco Systems, Inc. and KPMG LLP
today announced that Cisco plans to invest more than US$1 billion in KPMG's
market-leading Internet services business, focusing on telecommunications and
enterprise markets. Both companies have signed a letter of intent and KPMG's
board of directors has voted to approve the investment.

Under the terms of this letter of intent, KPMG, the leading  e-Engineer in the
marketplace, will add 4,000 Internet integrators over the next 18 months. These
engineers will help develop and deliver Internet-based data, voice and video
services to clients  secured by Cisco's  6,000-person  strong sales force. The
demand for Internet-based  communications services is equally significant
worldwide, and KPMG's consultants will also service expanding customer needs in
Europe, Asia and Latin America.

"We chose to make an  investment in KPMG's consulting business because KPMG
understands how the Internet will reshape the future of all  businesses," said
John Chambers,  president and CEO, Cisco Systems. "KPMG played an integral role
in moving Cisco's own business to the web, where today we are the  worldwide
leader in e-commerce and in using Internet applications to manage our business.
Under this joint venture, our customers can now count on the Internet systems
expertise of Cisco and the Internet solutions expertise of KPMG, a significant
combination for any company that wants to move their business to the Internet
and participate in the emerging Internet Ecosystem of connected businesses and
customers."

"Any company  today  planning to move their  business to the Internet  naturally
thinks of  partnering  with Cisco first, the market leader in  networking  for
Internet," said Stephen G. Butler, chairman and CEO of KPMG LLP. "As the market
leader in Internet integration services, KPMG prides itself on delivering the
best possible solutions to our Internet customers, and we believe that this
relationship with Cisco will further enhance our ability to meet the challenges
our clients face in this rapidly evolving new economy."

To better serve customers, KPMG will build six Internet innovation centres, work
closely with personnel in Cisco sales offices and provide additional support to
Cisco's existing customers. KPMG's consulting unit will support customers in the
telecommunications and enterprise markets, respectively.

Cisco and KPMG expect to sign a definitive  agreement and close the  transaction
in September 1999. The transaction is subject to a number of closing conditions,
including obtaining government approvals. KPMG will incorporate its consulting
practice as "KPMG  Consulting,"  and Cisco will be represented on KPMG
Consulting's board of directors upon approval of the transaction by the firm's
partners.


Cisco Systems

Cisco Systems, Inc. (NASDAQ:CSCO) is the worldwide leader in networking for
the Internet.
<PAGE>   2

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
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