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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Active Voice Corporation
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(Name of Issuer)
Common Stock, No Par Value
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(Title of Class of Securities)
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(CUSIP Number)
Larry R. Carter
170 West Tasman Drive
San Jose, CA 95134
(408) 526-4000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 9, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]
(Continued on following pages)
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SCHEDULE 13D
CUSIP No. 373656107
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cisco Systems, Inc.
I.R.S. I.D. # 77-0059951
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of California
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7 SOLE VOTING POWER
2,275,000
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,160,709
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,275,000
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
--
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,435,709
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Neither the filing of this Schedule 13D nor any of its contents shall be deemed
to constitute an admission by Cisco Systems, Inc. that it is the beneficial
owner of any of the Common Stock of Active Voice Corporation referred to
herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as
amended (the "Act"), or for any other purpose, and such beneficial ownership is
expressly disclaimed.
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ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the common stock, no par
value per share (the "Issuer Common Stock"), of Active Voice Corporation, a
Washington corporation (the "Issuer"). The principal executive office of the
Issuer is located at 2901 Third Avenue, Suite 500, Seattle, Washington
98121-9800.
ITEM 2. IDENTITY AND BACKGROUND.
(a) The name of the person filing this statement is Cisco Systems, Inc.,
a California corporation ("Cisco").
(b) The address of the principal office and principal business of Cisco
is 170 West Tasman Drive, San Jose, California 95134.
(c) Cisco is a leading supplier of high-performance, multimedia,
multiprotocol internetworking solutions. Cisco technology is used to build
enterprise-wide networks that link geographically dispersed local-area and
wide-area networks to form a single information infrastructure. Cisco products
include software-based routers, bridges, workgroup systems, ATM switches, access
servers and router management applications. Set forth in Schedule A is the name
and present principle occupation or employment and the name, principal business
and address of any corporation or other organization in which such employment is
conducted, of each of Cisco's directors and executive officers, as of the date
hereof.
(d) During the past five years, neither Cisco nor, to Cisco's knowledge,
any person named in Schedule A to this Statement, has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, neither Cisco nor, to Cisco's knowledge,
any person named in Schedule A to this Statement, was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which such person was or is subject to a judgment, decree or final
order enjoining future violations of or prohibiting or mandating activity
subject to Federal or State securities laws or finding any violation with
respect to such laws.
(f) Not applicable.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to an Agreement and Plan of Merger and Reorganization dated
as of November 9, 2000 (the "Reorganization Agreement"), by and among Cisco,
Aqua Acquisition Corporation, a Delaware corporation and a wholly owned
subsidiary of Cisco ("Merger Sub"), and the Issuer, and subject to the
conditions set forth therein (including approval by shareholders of the Issuer),
Merger Sub will be merged with and into the Issuer (the "Merger"), with each
share of Issuer Common Stock being converted into the right to receive a number
of shares of Cisco Common Stock equal to the ratio of (x) a quotient, the
numerator of which is $295,332,740 and the denominator of which is the average
of the closing prices of Cisco Common Stock as quoted on Nasdaq for the ten
consecutive trading days ending on the third trading day prior to the effective
time of the Merger and (y) the total number of Issuer Common Stock issued and
outstanding on a fully diluted basis at the effective time of the Merger (after
giving effect to the conversion, exchange or exercise as the case may be of all
securities convertible into, or exercisable or exchangeable for, Issuer Common
Stock, including all unexpired and unexercised options, warrants or other rights
to acquire Issuer Common Stock) (the "Exchange Ratio"). The Merger is subject to
the approval of the Reorganization Agreement by the Issuer's stockholders, the
expiration of the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and any
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other required regulatory approvals, and the satisfaction or waiver of certain
other conditions as more fully described in the Reorganization Agreement. The
foregoing summary of the Merger is qualified in its entirety by reference to the
copy of the Reorganization Agreement included as Exhibit 1 to this Schedule 13D
and incorporated herein in its entirety by reference.
ITEM 4. PURPOSE OF TRANSACTION.
(a) - (b) As described in Item 3 above, this statement relates to the
Merger of Merger Sub, a wholly owned subsidiary of Cisco, with and into Issuer
in a statutory merger pursuant to the Delaware General Corporation Law and
Washington Business Corporation Act. At the effective time of the Merger, the
separate existence of Merger Sub will cease to exist and Issuer will continue as
the surviving corporation and as a wholly owned subsidiary of Cisco (the
"Surviving Corporation"). Holders of outstanding Issuer Common Stock will
receive, in exchange for each share of Issuer Common Stock held by them, a
number of shares of Cisco Common Stock based on the Exchange Ratio. Cisco will
assume the Issuer's 2000 Stock Option Plan, 1998 Stock Option Plan, 1996 Stock
Option Plan, 1993 Stock Option Plan, 1988 Non-qualified Stock Option Plan and
2000 Director Stock Option Plan, 1997 Director Stock Option Plan, Directors
Stock Option Plan and Employee Stock Purchase Plan Plan as well as the
outstanding options issued under such plans and agreements. Following the
Merger, pursuant to an Asset Purchase Agreement dated as of November 9, 2000,
(the "Asset Purchase Agreement"), by and among the Issuer and Atlantis Group,
Inc., a Washington corporation that will be owned by former employees of the
Issuer ("Newco"), Cisco will sell the legacy voicemail solutions business of the
Issuer to Newco, and Newco will assume certain liabilities and obligations of
the Issuer. The sale of the legacy voicemail solutions business to Newco is
subject to the approval of the Asset Purchase Agreement by the Issuer's
shareholders, the consummation of the Merger, and the satisfaction or waiver of
certain other conditions as more fully described in the Asset Purchase
Agreement. The foregoing summary of the Asset Purchase Agreement is qualified in
its entirety by reference to the Asset Purchase Agreement included as Exhibit 2
to this Schedule 13D and incorporated herein in its entirety by reference.
As an inducement to Cisco to enter into the Reorganization Agreement,
certain stockholders of Issuer (collectively, the "Stockholder Agreement
Stockholders") have entered into a Stockholder Agreement, dated as of November
9, 2000 (the "Stockholder Agreement"), with Cisco and have, by executing the
Stockholder Agreement, irrevocably appointed Cisco (or any nominee of Cisco) as
his, hers or its lawful attorney and proxy. Such proxy gives Cisco the limited
right to vote each of the 2,160,709 shares of Issuer Common Stock beneficially
and collectively owned by the Stockholder Agreement Stockholders in all matters
related to the Merger. The shared voting power with the Issuer relates to
2,160,709 shares of Issuer Common Stock (the "Shares"). The Stockholder
Agreement Stockholders and the number of shares beneficially owned by each of
them is set forth on Schedule B hereto which is hereby incorporated herein by
reference. The foregoing summary of the Stockholder Agreement is qualified in
its entirety by reference to the form of Stockholder Agreement included as
Exhibit 3 to this Schedule 13D and incorporated herein in its entirety by
reference.
In exercising its right to vote the Shares as lawful attorney and
proxy of the Stockholder Agreement Stockholders, Cisco (or any nominee of Cisco)
will be limited, at every Issuer stockholders meeting and every written consent
in lieu of such meeting to vote the shares in favor of approval of the Merger
and the Reorganization Agreement. The Stockholder Agreement Stockholders may
vote the Shares on all other matters. The Stockholder Agreement terminates upon
the earlier to occur of (i) such date and time as the Merger shall become
effective in accordance with the terms and provisions of the Reorganization
Agreement and (ii) the date of termination of the Reorganization Agreement.
In connection with the Reorganization Agreement, Cisco and Issuer
entered into a Stock Option Agreement, dated as of November 9, 2000 ("Option
Agreement"). The Option Agreement grants Cisco the right, under certain
conditions, to purchase up to 2,275,000 shares of Issuer Common Stock at a price
of $15.00 per share. Subject to certain conditions, the Option Agreement may be
exercised in whole or in part by Cisco after the occurrence of any of the events
described in Sections 7.3(b) of the Reorganization Agreement or if a Takeover
Proposal or Trigger Event (each as defined in the Reorganization Agreement) is
consummated as set forth in Section 7.3(c) of the Reorganization Agreement.
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At any time during which the Option Agreement is exercisable, Cisco shall have
the right to sell to Issuer and Issuer shall be obligated to repurchase from
Cisco, and, subject to Section 8(a) of the Option Agreement, Issuer shall have
the right to repurchase from Cisco and Cisco shall be obligated to sell to
Issuer, all or any portion of the Issuer shares purchased by Cisco pursuant to
the Option Agreement. The foregoing summary of the Option Agreement is qualified
in its entirety by reference to the copy of the Option Agreement included as
Exhibit 4 to this Schedule 13D and incorporated herein in its entirety by
reference.
(c) Following the consummation of the Merger, Cisco will sell the
Issuer's legacy voicemail solutions to Newco for $30,000,000 pursuant to the
terms of the Asset Purchase Agreement.
(d) Upon consummation of the Merger, the directors of the Surviving
Corporation shall be Dennis Powell, Michaelangelo Volpi and Daniel Scheinman.
The officers of the Surviving Corporation shall be the initial officers of
Merger Sub, until their respective successors are duly elected or appointed and
qualified.
(e) Other than as a result of the Merger described in Item 3 above,
not applicable.
(f) Not applicable.
(g) Upon consummation of the Merger, the Articles of Incorporation of
Issuer shall be amended so as to read in its entirety as set forth in the
Articles of Merger and as so amended shall be the Articles of Incorporation of
the Surviving Corporation until thereafter amended as provided by Washington Law
and such Articles of Incorporation. Upon consummation of the Merger, the Bylaws
of Merger Sub, as in effect immediately prior to the Merger, shall be the Bylaws
of the Surviving Corporation until thereafter amended.
(h) - (i) If the Merger is consummated as planned, the Issuer Common
Stock will be deregistered under the Act and delisted from The Nasdaq Stock
Market's National Market.
(j) Other than described above, Cisco currently has no plan or
proposals which relate to, or may result in, any of the matters listed in Items
4(a) - (j) of Schedule 13D (although Cisco reserves the right to develop such
plans).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (b) The number of Shares covered by the Option is 2,275,000
which constitutes, based on the number of shares outstanding on November 9, 2000
as represented by the Issuer in the Reorganization Agreement, approximately
19.90% of the Issuer Common Stock.
Prior to exercise of the Option, the Reporting Person (i) is not
entitled to any rights as a stockholder of Issuer as to the Shares covered by
the Option and (ii) disclaims any beneficial ownership of the shares of Issuer
Common Stock which are purchasable by Cisco upon exercise of the Option because
the Option is exercisable only in the limited circumstances as set forth in the
Option Agreement, none of which has occurred as of the date hereof. If the
Option were exercised, the Reporting Person would have the sole right to vote
and dispose of the shares of Issuer Common Stock issued as a result of such
exercise, subject to the terms and conditions of the Option Agreement.
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As a result of the Stockholder Agreement, Cisco may be deemed to
be the beneficial owner of at least 2,160,709 shares of Issuer Common Stock.
Such Issuer Common Stock constitutes approximately 19% of the issued and
outstanding shares of Issuer Common Stock.
Cisco has shared power to vote all of the Shares for the limited
purposes described above. Cisco does not have the sole power to vote or to
direct the vote or to dispose or to direct the disposition of any shares of
Issuer Common Stock. Cisco (i) is not entitled to any rights as a stockholder of
Issuer as to the Shares covered by the Stockholder Agreement and (ii) disclaims
any beneficial ownership of the shares of Issuer Common stock which are covered
by the Stockholder Agreement. To the best of Cisco's knowledge, no shares of
Issuer Common Stock are beneficially owned by any of the persons named in
Schedule A.
(c) Neither Cisco nor, to the knowledge of Cisco, any person named in
Schedule A, has affected any transaction in the Issuer Common Stock during the
past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
As an inducement to Cisco to enter into the Reorganization Agreement,
certain affiliates of Isssuer (collectively, the "Affiliates") have entered into
a Company Affiliate Agreement, dated as of May 4, 2000 (the "Company Affiliate
Agreement"), with Cisco.
Other than the Reorganization Agreement, Asset Purchase Agreement,
Stockholder Agreement and Option Agreement, to the knowledge of Cisco, there are
no contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 and between such persons and any person with
respect to any securities of the Issuer, including but not limited to transfer
or voting of any of the securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
The following documents are filed as exhibits:
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1. Agreement and Plan of Merger and Reorganization, dated as of November 9,
2000, by and among Cisco Systems, Inc., Aqua Acquisition Corporation and
Active Voice Corporation.
2. Asset Purchase Agreement, dated as of November 9, 2000 between Atlantis
Group, Inc. and Active Voice Corporation
3. Stockholder Agreement, dated as of November 9, 2000, by and among Cisco
Systems, Inc., Aqua Acquisition Corporation and certain shareholders of
Active Voice Corporation, a Washington corporation.
4. Stock Option Agreement, dated as of November 9, 2000, by and between Cisco
Systems, Inc., and Active Voice Corporation, Inc.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: November 16, 2000 By: /s/ Larry R. Carter
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Larry R. Carter, Senior Vice President,
Finance and Administration,
Chief Financial Officer and Secretary
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SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF
CISCO SYSTEMS, INC.
<TABLE>
<CAPTION>
Present Principal
Occupation Including
Name and Title Name of Employer
-------------- --------------------
<S> <C>
Carol A. Bartz Director of Cisco Systems, Inc. and Chairman
and Chief Executive Officer of Autodesk,
Inc.
Larry R. Carter Senior Vice President, Finance and Administration,
Chief Financial Officer, Secretary and Director of
Cisco Systems, Inc.
John T. Chambers President, Chief Executive Officer and
Director of Cisco Systems, Inc.
Mary A. Cirillo Director of Cisco Systems, Inc. and Chairman and
Chief Executive Officer of OPCENTER, LLC.
Gary Daichendt Senior Vice President, Worldwide Operations
of Cisco Systems, Inc.
Charles H. Giancarlo Senior Vice President, Small/Medium Business
Line of Business, Consumer Line of Business
of Cisco Systems, Inc.
Dr. James F. Gibbons Director of Cisco Systems, Inc. and Dean,
School of Engineering.
Richard J. Justice Senior Vice President, Worldwide Field
Operations of Cisco Systems, Inc.
Edward R. Kozel Director of Cisco Systems, Inc. and Managing
Member of Open Range Ventures
James C. Morgan Director of Cisco Systems, Inc. and
Chairman and Chief Executive Officer,
Applied Materials.
John P. Morgridge Chairman of the Board of Directors of Cisco
Systems, Inc.
</TABLE>
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<TABLE>
<S> <C>
Carl Redfield Senior Vice President, Manufacturing and
Worldwide Logistics of Cisco Systems, Inc.
James Richardson Senior Vice President, Enterprise Line of
Business and Internet Communications Software
Group of Cisco Systems, Inc.
Arun Sarin Director of Cisco Systems, Inc. and
Chief Executive Officer of InfoSpace, Inc.
Donald T. Valentine Director of Cisco Systems, Inc. and General
Partner of Sequoia Capital.
Michelangelo Volpi Senior Vice President and Chief Strategy
Officer of Cisco Systems, Inc.
Steve M. West Director of Cisco Systems, Inc. and
President and Chief Executive Officer of
Entera, Inc.
Jerry Yang Director of Cisco Systems, Inc. and
Cofounder and Chief Yahoo! of Yahoo!
</TABLE>
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SCHEDULE B
<TABLE>
<CAPTION>
STOCKHOLDER SHARES BENEFICIALLY OWNED
<S> <C>
Robert L. Richmond ....................................... 522,164
Robert C. Greco .......................................... 737,612
Harold H. Kawaguchi ...................................... 238,824
Frank J. Costa ........................................... 117,500
Tom A. Alberg ............................................ 87,068
Douglas P. Beighle ....................................... 80,000
Edward Masters ........................................... 45,000
Debbie Faulkner .......................................... 95,068
Kevin L. Chestnut ........................................ 56,757
Jose S. David ............................................ 76,666
Ken Myer ................................................. 104,050
</TABLE>
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EXHIBIT INDEX
1. Agreement and Plan of Merger and Reorganization, dated as of November 9,
2000, by and among Cisco Systems, Inc., Aqua Acquisition Corporation and
Active Voice Corporation.
2. Asset Purchase Agreement, dated as of November 9, 2000 between Atlantis
Group, Inc. and Active Voice Corporation
3. Stockholder Agreement, dated as of November 9, 2000, by and among Cisco
Systems, Inc., Aqua Acquisition Corporation and certain shareholders of
Active Voice Corporation, a Washington corporation.
4. Stock Option Agreement, dated as of November 9, 2000, by and between Cisco
Systems, Inc., and Active Voice Corporation, Inc.
