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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): MARCH 15, 2000
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 March 15, 2000, Cisco Systems, Inc. (the "Registrant") agreed to acquire
InfoGear Technology Corporation, a California corporation ("InfoGear"), and
JetCell, Inc. ("JetCell"), a Delaware corporation, for a combined total of
approximately $501 million in Registrant stock. Copies of the press releases
issued by the Registrant on March 16, 2000 concerning the foregoing transactions
are filed herewith as Exhibit 20.1 and Exhibit 20.2 and are incorporated herein
by reference.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Exhibits.
20.1 Press Release of Registrant, dated March 16, 2000, announcing
Registrant's agreement to acquire InfoGear.
20.2 Press Release of Registrant, dated March 16, 2000, announcing
Registrant's agreement to acquire JetCell.
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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: March 23, 2000 By: /s/ CHARLIE GIANCARLO
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Charlie Giancarlo, Senior Vice President,
Small/Medium Line of Business
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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 March 16, 2000, announcing
Registrant's agreement to acquire InfoGear.
20.2 Press Release of Registrant, dated March 16, 2000, announcing Registrant's
agreement to acquire JetCell.
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EXHIBIT 20.1
PRESS RELEASE
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PRESS CONTACT: INVESTOR RELATIONS CONTACT:
Jeanette Gibson Roberta De Tata
Cisco Systems, Inc. Cisco Systems, Inc.
(408) 525-8965 (408) 527-6388
[email protected] [email protected]
ANALYST RELATIONS CONTACT:
Art Rangel
Cisco Systems, Inc.
(408) 853-5705
[email protected]
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CISCO SYSTEMS TO ACQUIRE INFOGEAR TECHNOLOGY CORPORATION
NEW SOFTWARE TO MANAGE INFORMATION APPLIANCES
SAN JOSE, Calif., March 16, 2000 - Cisco Systems, Inc., today announced a
definitive agreement to acquire privately-held InfoGear Technology Corporation
of Redwood City, Calif. InfoGear is a leading provider of Internet appliances
and software used to manage information appliances. This acquisition underscores
Cisco's New World strategy to deliver end-to-end solutions for service providers
and other customers to deploy advanced data, voice and video services.
Under the terms of the agreement, Cisco common stock with an aggregate
value of approximately $301 million will be exchanged for all outstanding shares
and options of InfoGear. Cisco currently holds a minority stake of 8% in
InfoGear. This acquisition will be accounted for as a pooling of interests and
is expected to close in the fourth quarter of Cisco's fiscal year 2000.
The acquisition has been approved by the board of directors of each company
and is subject to various closing conditions.
Cisco is acquiring InfoGear to offer service providers, consumer-based
businesses and vertical markets a comprehensive solution to deliver and manage
services to multiple types of information appliances. InfoGear's hardware and
software, designed to be integrated into information appliances, will allow our
customers to remotely manage and upgrade information appliances from a central
location, deliver customized content to any information appliance and offer
advanced New World integrated services.
InfoGear was founded in 1995. The 74 employees will be led by InfoGear CEO
Ed Cluss and will join Cisco's Small and Medium Line of Business led by Senior
Vice President Charles Giancarlo.
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ABOUT CISCO SYSTEMS
Cisco Systems, Inc. (NASDAQ: CSCO) is the worldwide leader in networking
for the Internet. News and information are available at www.cisco.com.
# # #
Cisco, Cisco Systems, and the Cisco Systems logo are registered trademarks of
Cisco Systems, Inc. and/or its affiliates in the U.S. and certain other
countries. All other trademarks mentioned in this document are the property of
their respective owners.
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EXHIBIT 20.2
PRESS RELEASE
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PRESS CONTACT: INVESTOR RELATIONS CONTACT:
Jeanette Gibson Roberta De Tata
Cisco Systems, Inc Cisco Systems, Inc.
(408) 525-8965 (408) 527-6388
[email protected] [email protected]
ANALYST RELATIONS CONTACT:
Art Rangel
Cisco Systems, Inc.
(408) 853-5705
[email protected]
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CISCO SYSTEMS TO ACQUIRE JETCELL, INC.
MERGING STANDARDS-BASED WIRELESS COMMUNICATIONS WITH VOICE-OVER-IP
SAN JOSE, Calif., March 16, 2000 - Cisco Systems, Inc., today announced a
definitive agreement to acquire privately-held JetCell, Inc. of Menlo Park, CA.
JetCell is a leading developer of standards-based, in-building wireless
telephony solutions for corporate networks. This acquisition broadens Cisco's
New World strategy by offering wireless voice services over an Internet-based
network. Using JetCell's wireless telephony solution, enterprise customers will
be able to add the convenience of mobility to voice-over-IP (Internet Protocol)
services. JetCell's wireless technologies are currently in trials.
Under the terms of the agreement, Cisco common stock with an aggregate
value of approximately $200 million will be exchanged for all outstanding shares
and options of JetCell. Cisco currently holds a minority stake of less than 10%
in JetCell. This acquisition will be accounted for using purchase accounting and
is expected to close in the fourth quarter of Cisco's fiscal year 2000. In
connection with the acquisition, Cisco expects a one-time charge against
after-tax earnings of up to $0.03 per share for purchased in-process research
and development. This charge per share does not reflect Cisco's two-for-one
stock split effective March 22, 2000. The acquisition has been approved by the
board of directors of each company and is subject to various closing conditions.
JetCell's open, standards-based wireless technology will extend Cisco's
AVVID architecture into the wireless domain, integrating New World IP telephony
solutions with traditional PBX (Private Branch Exchange) systems. JetCell's
in-building wireless solution supports standard GSM (Global System for Mobile
communication) wireless technology and IP, which will allow Cisco to offer its
enterprise customers mobile voice and data services over IP-based corporate
networks. This will give employees the ability to use a standard cellular phone
to access their corporate voice services and roam between their private
corporate network and public cellular networks with uninterrupted service.
JetCell is currently engaged in a number of technology trials with service
providers.
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JetCell was founded in 1998. The 46 employees will be led by JetCell CEO
Dave McClure and will join Cisco's Enterprise Line of Business led by Senior
Vice President James Richardson.
ABOUT CISCO SYSTEMS
Cisco Systems, Inc. (NASDAQ: CSCO) is the worldwide leader in networking
for the Internet. News and information are available at www.cisco.com.
# # #
Cisco, Cisco Systems, and the Cisco Systems logo are registered trademarks of
Cisco Systems, Inc. and/or its affiliates in the U.S. and certain other
countries. All other trademarks mentioned in this document are the property of
their respective owners.
