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                                                    Filed by Cisco Systems, Inc.
                           Pursuant to Rule 425 under the Securities Act of 1933
                                        and deemed filed pursuant to Rule 14a-12
                                          of the Securities Exchange Act of 1934

                                            Subject Company: Cisco Systems, Inc.
                                                  Commission File No.: 000-18225

                               FOR CONFERENCE CALL

                                 CONFERENCE CALL
                                  ACTIVE VOICE
                            FRIDAY, NOVEMBER 10, 2000
                                   10:00AM PT


-    Good morning everyone, and thank you for joining us this morning.

-    This is Art Rangel with Cisco's Corporate Industry Analyst Relations Group
     in San Jose with Eugene Lee, Vice President of Marketing of our Internet
     Communications Software Group (ICSG) and Ammar Hanafi, Vice President,
     Business Development. I would also like to introduce Ken Myer, the EVP of
     Sales and Marketing for Active Voice and Kevin Chestnut, Active Voice's
     Chief Technology Officer and Vice President of Advanced Products and
     Technology. Ken and Kevin are joining us from Seattle and will be
     participating in the Q&A session.

-    This morning Cisco announced a definitive agreement to acquire publicly
     held Atlantis of Seattle, Washington (NASDAQ: ACVC) for approximately $266
     million in stock.

-    The purpose of the call this morning is to review the strategy and
     specifics of the acquisition and to answer any questions in regards to the

-    The press release went out at 5:30 a.m. Pacific Time this morning and is
     available on First Call and National Business.

-    You can also find the press release on our Web page at

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-    The matters we will be discussing today may include forward-looking
     statements, and as such are subject to the risks and uncertainties that we
     discuss in detail in our documents filed 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.

-    Unauthorized recording of this conference call is not permitted.

-    Now let me pass the call to Ammar who will review the terms of the deal and


-    Under the terms of the Active Voice agreement, Cisco will pay approximately
     $266M in stock for Active Voice's Unity operations. Cisco will also pay
     approximately $30M in stock for Active Voice's legacy voicemail solutions
     which will be sold after the closing to a newly formed entity comprised of
     the former Active Voice employees for $30M. The purchase price will be
     shared by all Active Voice security holders. As of November 9, 2000, there
     were approximately 14.8M shares of Active Voice outstanding on a fully
     diluted basis.

-    We expect the deal to close in Cisco's Q2 Fy01. Based on initial
     projections, the deal will be neutral to slightly accretive.

-    The acquisition of Active Voice, a leading provider of Internet Protocol
     (IP)-based Unified Messaging solutions for the Enterprise, supports Cisco's
     vision to deliver Unified Communications and a single, end-to-end IP
     network combining data, voice, and video for the corporate enterprise.

-    As you know from past calls, when we do acquisitions, we look for several
     key criteria - such as in this case - an entrepreneurial, customer-focused
     culture, a shared vision, a strong engineering team and the potential for
     future market share and exciting next-generation products.

-    Cisco believes that Active Voice was the best choice among IP-based Unified
     Messaging providers. Active Voice has best-in-class technology with proven
     reliability and scalability, an impressive customer base, strong
     engineering team, and close ties to Cisco's AVVID group. Customer demand
     has already driven sales of the Active Voice product through Cisco's
     enterprise and commercial line of business units and the technology is
     unique in its level of integration to Cisco CallManager. In addition, Cisco
     and Active Voice have a strong-shared vision for fostering growth and
     innovation in IP telephony through protocol and standards driven telephony
     infrastructure. With its technology expertise, Active Voice will help
     accelerate the time to market for value added applications sitting on top
     of Cisco infrastructure and software platforms.

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-    I will now turn the call over to Eugene Lee who will outline the technology
     and organization. We will then open the call for Q&A.

-    Eugene.


-    Thanks, Ammar

Product/Technology Positioning

-    Cisco believes unified messaging/unified communications market is a
     substantial opportunity and as the market for this technology matures, the
     requirements for various segments of the market will drive multiple
     solutions. With the purchase of Amteva, now known as the Unified
     Communications Software Business Unit, Cisco has built a strong focus and
     software platform for delivering unified communications for the service
     provider market.

-    Unified Messaging (UM) a key component of Unified Communications, is an
     important initiative for Cisco that paints a very compelling picture for
     the future of communications applications and supports our direction with
     the Architecture for Voice, Video, and Integrated Data (AVVID) for the
     corporate enterprise. The Active Voice acquisition in conjunction with
     Cisco CallManager will give us a robust solution for enterprise customers.

-    One of the biggest obstacles to adoption in the enterprise market has been
     the interoperability of Unified Messaging/Unified Communications with
     legacy PBX and voice mail systems and the transition to IP based
     communications. With the acquisition of Active Voice and its strength in
     integrating with traditional and IP based systems combined with Cisco's
     focus and expertise in IP, we believe that we are well positioned to help
     accelerate the UM/UC market. In addition, with different solutions designed
     to meet the specific needs of various market segments (uOne for service
     provider and Active Voice for enterprise), Cisco will deliver solutions to
     meet the needs of its various customers as the market continues to evolve.

-    The Cisco uOne software platform is targeted towards the service provider
     market and will continue to deliver unified communications capabilities to
     that market.

-    In September, we announced the Cisco uOne 5.0E targeted at the enterprise
     market. We will offer customers a choice of either purchasing the uOne 5.0E
     product as a limited release with future migration options to the Active
     Voice enterprise version, or to purchase the Active Voice product with
     similar pricing and capabilities.

-    Active Voice offers two product suites called the Unity Enterprise and
     Unity Connections. The Unity line is a set of IP-based messaging services
     that currently

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     enables the following integrated unified messaging capabilities: voice
     messaging over IP, fax messaging over IP, and e-mail messaging. These
     products work with legacy systems and interface with any fax machine,
     wireline or wireless phone, and communicate over the IP network to
     standards-based directories. Cisco will integrate Unity functionality with
     the Cisco CallManager and enable a turnkey solution that integrates with
     existing enterprise email systems.

-    Active Voice also offers a suite of a suite of legacy voicemail
     applications. These legacy applications do not fit into Cisco's AVVID New
     World infrastructure strategy, and therefore the legacy business will be
     spun-off into a self-operating entity.

-    Active Voice competitors include Lucent/Avaya, Nortel and KeyVoice. All of
     these companies are focused primarily on legacy telephony/TDM networks.
     Active Voice/Unity is the only product designed with New World IP
     infrastructure in mind from product conception.

-    Active Voice has a strong international customer base of over 100,000 voice
     messaging, computer telephony and unified systems in over 60 countries.
     Some key customers include Aether Systems, CF Bean, C&S Machine Products,
     Holy Cross College, pHT Clinical Networks, and TECO-Westinghouse Motor

-    Cisco is not becoming an applications provider. Cisco believes that voice
     mail and unified messaging need to be core components of an IP telephony
     and unified communications platform. The aggregation of these technologies
     into an underlying platform that interoperates with legacy equipment
     provide our customers with a clear migration path; from legacy systems to a
     new-world IP infrastructure. It will help accelerate the deployment of
     applications such as scheduling, directory services, VXML, etc., by
     providing 3rd party vendors with value-added integration capabilities. As
     such, Cisco's strategy continues to be to enable Internet-based
     applications and adding value to core IP networking technology. Cisco will
     continue to partner with application providers in order to provide robust,
     end-to-end solutions to its customers.

Organizational Details

-    We are acquiring both technology and skilled employees related to the Unity
     product line. As discussed earlier, employees related to the Legacy
     business will be transferred to a self-operating entity.

-    Active Voice will remain in Seattle, WA and the Active Voice organization
     will form a new business unit reporting to David Kirk, Sr. Vice President
     ICSG, as part of Cisco's Internet Communications Software Group (ICSG).
     Kevin Chestnut will run the Active Voice team within Cisco.


Q & A

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-    Thank you Eugene, we will now open the call for questions from our Industry

-    Operator, please begin the Q & A.

Closing remarks

-    Thank you for your participation in today's call. If you have further
     questions regarding this acquisition, please call Neha Mirchandani, ICSG's
     PR and Industry Analyst Relations Manager at 408 525-1323 or you can call
     me at 408 853-5705. Also Active Voice's web site is located at

-    This concludes our call.

                                     * * * *

This report may contain projections or other forward-looking statements
regarding future events or the future financial performance of Cisco that
involve risks and uncertainties. Readers are cautioned that these
forward-looking statements are only predictions and 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, 8-K, and
10-Q, each as it may be amended from time to time, which identify important risk
factors that could cause actual results to differ from those contained in the
forward-looking statements, including risks associated with acquisition
strategy, dependence on new product offerings, competition, patents,
intellectual property and licensing, future growth, rapid technological and
market change, manufacturing and sourcing risks, Internet infrastructure and
regulation, international operations, volatility of stock price, financial risk
management, and potential volatility in operating results, among others.

Cisco, Cisco Systems, and the Cisco Systems logo are registered trademarks of
Cisco Systems, Inc. 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. Copyright(C)2000 Cisco Systems, Inc. All rights reserved.

                                     * * * *

Cisco plans to file a Registration Statement on SEC Form S-4 in connection with
the merger and Active Voice Corporation ("Active Voice") expects to mail a Proxy
Statement/Prospectus to its stockholders containing information about the
merger. Investors and security holders are urged to read the Registration
Statement and the Proxy Statement/Prospectus carefully when they are available.
The Registration Statement and the Proxy Statement/Prospectus will contain
important information about Cisco, Active Voice, the merger and related matters.
Investors and security holders will be able to obtain free copies of these
documents through the web site maintained by the U.S. Securities and Exchange
Commission at http//

In addition to the Registration Statement and the Proxy Statement/Prospectus,
Cisco and Active Voice file annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission.
You may read and copy any reports, statements and other information filed by
Cisco and Active Voice at the SEC public reference rooms at 450 Fifth Street,
N.W., Washington, D.C. 20549 or at the Commission's other public reference rooms
in New York, New York and Chicago, Illinois. Please call the Commission at
1-800-SEC-0330 for further information on public reference rooms. Cisco's and
Active Voice's filings with the Commission also are

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available to the public from commercial document-retrieval services and at the
web site maintained by the Commission at http//


Active Voice, its directors, executive officers and certain members of
management and employees may be soliciting proxies from Active Voice's
stockholders in favor of the adoption of the merger agreement. Information
concerning Active Voice's participants in the solicitation is set forth in its
Proxy Statement for its 2000 Annual Meeting of Stockholders. In addition, Cisco
and certain employees of Cisco, including Ammar Hanafi, Art Rangel and Eugene
Lee, may be deemed to have participated in the solicitation of proxies from
Active Voice's stockholders in favor of the adoption of the merger agreement.
Information concerning Cisco's directors and executive officers is set forth in
Cisco's Proxy Statement for its 2000 Annual Meeting of Shareholders. Messrs.
Hanafi, Rangel and Lee are Vice Presidents of Cisco.


Officers and directors of Active Voice will receive accelerated vesting of their
stock options in connection with the merger. A description of these benefits is
contained in the Active Voice Proxy Statement for its 2000 Annual Meeting of
Stockholders. In addition, certain officers of Active Voice, as a condition to
the closing of the merger, will enter into employment and non-competition
agreements with Cisco that will become effective upon completion of the merger.
Certain officers of Active Voice will receive bonuses as a result of the merger.
A description of the employment agreements and bonuses will be contained in the
Registration Statement and the Proxy Statement/Prospectus under the caption
"Interests of Active Voice Directors, Officers and Affiliates in the Merger." In
addition certain officers and directors of Active Voice will purchase certain
assets from Active Voice and receive certain payments relating thereto following
the closing of the Merger. A description of this transaction will also be set
forth in the Proxy Statement/Prospectus.

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