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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 8, 1999
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 November 9, 1999 Cisco Systems, Inc. ("Cisco") announced a definitive
agreement to acquire Aironet Wireless Communications, Inc. of Akron, Ohio
("Aironet") pursuant to an Agreement and Plan of Merger and Reorganization dated
as of November 8, 1999 (the "Merger Agreement"), by and among Cisco, Osprey
Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of
Cisco ("Merger Sub"), and Aironet. Subject to the conditions set forth in the
Merger Agreement (including approval by stockholders of Aironet), Merger Sub
will be merged with and into Aironet (the "Merger"), with each share of Aironet
Common Stock being converted into the right to receive approximately 0.637
shares of Cisco Common Stock. The value of the transaction, based on the trading
price of Cisco's Common Stock on the date of the Merger Agreement, is
approximately $799 million.
The consummation of the Merger is subject to various conditions precedent,
including (i) approval of the Merger Agreement by the stockholders of Aironet
and (ii) expiration or early termination of the waiting period required under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
Aironet has granted Cisco an option to acquire 2,826,375 shares of its
common stock, at an exercise price of $48.00 per share, exercisable upon the
occurrence of certain events. In addition, certain stockholders of Aironet have
agreed to vote in favor of the approval of the Merger Agreement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Exhibits.
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<S> <C>
Exhibit No. Description
99.1
Press Release of Registrant, dated November 9, 1999, announcing the
definitive agreement to acquire Aironet.
</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: November 16, 1999 By: /s/ LARRY R. CARTER
-------------------------------------------------
Larry R. Carter, Senior Vice President,
Finance and Administration,
Chief Financial Officer and Secretary
3
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EXHIBIT INDEX
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<S> <C>
Exhibit No. Description
99.1
Press Release of Registrant, dated November 9, 1999, announcing the
definitive agreement to acquire Aironet.
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EXHIBIT 99.1
CISCO SYSTEMS TO ACQUIRE AIRONET WIRELESS COMMUNICATIONS
NEW STANDARDS-BASED WIRELESS TECHNOLOGY BRINGS INTERNET MOBILITY TO BUSINESSES
SAN JOSE, Calif. -- November 9, 1999 -- Cisco Systems, Inc. today announced a
definitive agreement to acquire publicly-held Aironet Wireless Communications of
Akron, Ohio. Aironet Wireless Communications is a leading developer of
high-speed wireless LAN products. This acquisition furthers Cisco's New World
strategy to deliver open standards-based wireless solutions to mobile business
environments.
Under the terms of the acquisition, each share, option and warrant of Aironet
Wireless Communications will be converted to 0.637 shares of Cisco common stock.
Based on Cisco's closing price of $75 5/16 on November 8, the transaction has an
aggregate value of approximately $799 million. In connection with the
acquisition, Cisco expects a one-time charge against after-tax earnings of
between $.03 and $.08 per share for purchased in-process research and
development expenses in the third quarter of fiscal 2000. 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 by the shareholders of Aironet Wireless
Communications.
Cisco's acquisition of Aironet Wireless Communications will allow business
customers to gain wireless capabilities that act as extensions to existing wired
local area networks, extending the power of Cisco's New World vision to the
wireless marketplace. Wireless LANs are in-building local area networks (LANs)
that communicate using radio technology and enable personal computer users to
establish and maintain a wireless network connection anywhere throughout a
building. For example, a person with a wireless-enabled PC can check email,
browse the Internet and access network resources - all while roaming throughout
a building or campus.
Aironet Wireless Communications' product portfolio includes wireless adapter
cards and "access points" that interface with wired infrastructures and manage
wireless LAN traffic. Aironet Wireless Communications also is an innovator of
wireless bridge products that provide point-to-point or point-to-multipoint
connections among buildings. Aironet Wireless Communications has a customer base
comprised of leading Fortune 500 companies, including Dell, Ford, HP, IBM,
Microsoft and Sears.
Aironet Wireless Communications was founded in 1993. The 131 employees are led
by CEO Roger Murphy and will join the Desktop Switching Business Unit within
Cisco's Small/Medium line of business.
CISCO SYSTEMS CONTACTS:
Jeanette Gibson
Cisco Systems, Corporate PR
(408) 525-8965
[email protected]
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Scott Landman
Cisco Systems, Analyst Relations
(978) 244-8369
[email protected]
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 IOS, Cisco Systems, 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.
