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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) July 27, 1998
SUMMA FOUR, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-22210 02-0329497
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
25 Sundial Avenue, Manchester, NH 03103
(Address of Principal Executive Offices)
Registrant's telephone number, including area code (603) 625-4050
Item 5. Other Events
Summa Four, Inc. (the "Company") has entered into a definitive agreement with
Cisco Systems, Inc. ("Cisco") pursuant to which Cisco would acquire the Company.
Under the terms of the agreement, which has been approved by the board of
directors of each Company, between .161 and .197 shares of Cisco common stock
would be exchanged for each outstanding share of common stock of the Company.
Completion of the transaction is subject to approval by the Company's
stockholders and various other conditions, including approval under the
Hart-Scott-Rodino Antitrust Improvements Act.
Item 7. Exhibits
See Press Release dated July 28, 1998, attached as Exhibit 99.1.
Exhibits:
99.1 - The Company's Press Release dated July 28, 1998.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Summa Four, Inc.
July 30, 1998 /s/ Jeffrey A. Weber
Jeffrey A. Weber
Vice President
and Chief Financial Officer
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PUBLIC RELATIONS: INVESTOR RELATIONS:
Stacey Clark O'Hara Mary Thurber
Cisco Systems, Inc. Cisco Systems, Inc.
(408) 527-9365 (408) 526-8893
[email protected] [email protected]
John Shaw
Summa Four, Inc.
(603) 625-4050
[email protected]
CISCO SYSTEMS TO ACQUIRE SUMMA FOUR, INC.
Extends Advanced Voice Services to IP Environment
SAN JOSE, Calif. -- July 28, 1998 -- Cisco Systems, Inc. today announced
it has signed a definitive agreement to acquire publicly-held Summa Four, Inc.
(Nasdaq:SUMA) of Manchester, New Hampshire. Summa Four is a leading provider of
programmable switches.
Under the terms of the acquisition, between 1.0 and 1.4 million shares of
Cisco common stock will be exchanged for all outstanding shares and options of
Summa Four. Based upon Cisco's July 27, 1998 closing price of $97.50, the stock
exchanged would have a value of approximately $116 million. In connection with
the acquisition, Cisco expects a one-time charge against after-tax earnings of
between $.04 and $.09 per share for purchased in-process research and
development expenses in the first half of fiscal 1999. 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 approval by Summa Four stockholders.
CISCO EXTENDS VOICE SERVICES TO PACKET-BASED NETWORKS
Summa Four's open standards-based programmable switches will enable Cisco
to offer value-added telephony applications to new and existing service
providers as well as extending these services to a voice-over-IP (Internet
Protocol) infrastructure.
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These switches are used today by service providers for basic call switching as
well as delivering value-added services such as voice mail, calling card and
voice-activated dialing. This acquisition reaffirms Cisco's strategy to provide
an open services environment enabling applications for circuit- and
packet-switched networks.
Cisco intends to expand Summa Four's existing relationships with
application developers and will help them to extend their service platforms to
voice-over-IP networks. Carriers will select from more than 50 market-leading
application developers who have built a broad array of voice solutions based
on Summa Four's switching family.
Summa Four was founded in 1976. The 210 employees led by Summa Four
President and CEO, Robert Degan, will become part of Cisco's Network-to-User
Business Unit headed by Vice President and General Manager Kevin Kennedy within
Cisco's Service Provider line of business.
ABOUT CISCO SYSTEMS
Cisco System (NASDAQ:CSCO) is the worldwide leader in networking for
the Internet. News and information are available at http://www.cisco.com
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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
owners.
This release may contain forward-looking statements that involve risks and
uncertainties. These statements 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 and 10-Q, which identify
important risk factors that could cause actual results to differ from those
contained in the forward-looking statements, including potential fluctuations
in quarterly results, dependence on new product development, rapid
technological and market change, acquisition strategy, manufacturing risks,
risks associated with the Internet infrastructure, volatility of stock price,
financial risk management and future growth subject to risks.
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