1 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): APRIL 21, 1996 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 (Address of principal executive offices) (Zip Code) Company's telephone number, including area code: (408) 526-4000 -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) 2 ITEM 5. OTHER EVENTS. On April 21, 1996, the Registrant agreed to acquire StrataCom, Inc., a Delaware corporation ("Target"), by the statutory merger (the "Merger") of a wholly-owned subsidiary of the Registrant, Jet Acquisition Corporation, a Delaware corporation ("Merger Sub"), with and into Target. The Merger will be accomplished pursuant to the Agreement and Plan of Reorganization, dated as of April 21, 1996, among the Registrant, Target and Merger Sub, and a related Certificate of Merger (collectively, the "Merger Agreements"). The Merger of Merger Sub with and into Target will occur following the approval of the Merger Agreements by the stockholders of Target at a stockholders meeting held on or about June 25, 1996 and the satisfaction of certain other closing conditions. As a result of the Merger, the Registrant will become the owner of 100% of the issued and outstanding common stock of Target and each outstanding share of Target Common Stock will be converted into a factor derived by dividing $50.00 by the average of the closing prices of the Registrant's Common Stock as quoted on the Nasdaq National Market for the fifteen trading days immediately preceding (and including) the fifth trading day prior to the Target Stockholders meeting; provided that, if the actual quotient obtained thereby is less than one, the quotient shall be one, and if the actual quotient obtained thereby is more than 1.2195, the quotient shall be 1.2195 (the "Exchange Ratio"). A total of approximately 79,54,384 shares of the Registrant's Common Stock will be issued to former Target stockholders in exchange for the acquisition by Merger Sub of all the outstanding Target capital stock and all unexpired and unexercised options to acquire Target capital stock will be assumed by the Registrant for exercise into the Registrant's Common Stock, of which there were 11,897,697 shares of Target Common Stock subject to exercise of outstanding options. The shares to be issued to Target shareholders will be issued pursuant to a registration statement on Form S-4, pursuant to the Securities Act of 1933, as amended. 2. 3 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial Statements of Businesses Acquired. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Exhibits: Exhibit Number 20.1 Press Release of the Registrant dated April 22, 1996. 3. 4 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: April 21, 1996 By: /s/ Larry R. Carter -------------------- Larry R. Carter, Vice President, Finance and Administration, Chief Financial Officer and Secretary 4.
1 EXHIBIT INDEX DESCRIPTION OF DOCUMENT Exhibit Number ------- 20.1 Press Release of the Registrant dated April 21, 1996 2 EXHIBIT 20.1 PRESS RELEASES 3 FOR MORE INFORMATION, CONTACT: Public Relations: Bob Michelet Barbara Burdick Cisco Systems, Inc. StrataCom, Inc. (408) 526-6636 (408) 882-2003 Investor Relations: Mary Thurber Randi Paikoff Feigin Cisco Systems, Inc. StrataCom, Inc. (408) 526-8893 (408) 882-2231 CISCO SYSTEMS TO ACQUIRE STRATACOM SAN JOSE, Calif. -- April 22, 1996 -- Cisco Systems, Inc. today announced an agreement to acquire StrataCom, Inc. (NASDAQ: STRM), a leading supplier of Asynchronous Transfer Mode (ATM) and Frame Relay high-speed wide area network (WAN) switching equipment that integrates and transports a wide variety of information, including voice, data and video. The combination with StrataCom will enable Cisco to provide end-to-end solutions across public, private or hybrid networks. Cisco and StrataCom will define the future of networking by merging high-performance ATM switching and local area network (LAN) switching with the intelligence and control of routing to develop the next- generation networking infrastructure. The combined entity will be positioned to deliver integrated, scalable multiservice network solutions to public carriers, Internet service providers and enterprises. Under the terms of the agreement, shares of Cisco common stock will be exchanged for all outstanding shares and options of StrataCom. Each share of StrataCom stock will be exchanged for the higher of one Cisco share or $50 of Cisco stock, depending on the price of Cisco's shares averaged during a specified period preceding the merger. If the average price of Cisco shares falls below $41 during this period, then the exchange rate will be 1.22 shares of Cisco stock to one share of StrataCom stock. The transaction will be accounted for as a pooling of interests and will qualify as a tax reorganization. Following the transaction, Dick Moley, president and CEO of StrataCom, will join Cisco's board of directors. The closing price of Cisco common stock on April 19, 1996, was $47.75 per share, giving the transaction an approximate value of $4 billion. The transaction is expected to be completed by the end of June 1996 and is subject to various conditions, including clearance under the Hart-Scott-Rodino Antitrust Act and approval by StrataCom stockholders. "By combining our networking technologies with those of StrataCom, Cisco will become the first vendor to provide advanced network infrastructure for the intranet and Internet environments and the only vendor to offer end-to-end connectivity across public, private or hybrid networks," said John Chambers, president and CEO of Cisco Systems. (more) 4 CISCO SYSTEMS TO ACQUIRE STRATACOM 2-2-2-2 "In addition to having complementary technologies and a shared vision of future networking architectures, Cisco and StrataCom are both entrepreneurial, fast-growing Silicon Valley companies that thrive on the dynamic networking market," said StrataCom's Moley. "There's an excellent fit of cultures, values and personal chemistry." The transaction is expected to have a slightly dilutive-to-neutral impact on Cisco's earnings in fiscal 1997. However, any dilution is expected to be offset by the gain from certain appreciated securities from prior investments. Concurrent with this agreement, the companies have entered into licensing and OEM agreements under standard terms. StrataCom will license Cisco IOS(TM) software for integration into its line of wide area switching products, and Cisco will distribute and resell StrataCom's entire product line worldwide. This press release contains forward-looking statements that involve risks and uncertainties. The company's actual results, including the level of earnings of both Cisco and StrataCom, may differ from the results discussed in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, risks associated with acquisitions, such as difficulties in the assimilation of operations, technologies and products of the acquired companies, diversion of management's attention from other business concerns and risks of entering new markets. StrataCom, Inc., based in San Jose, Calif., develops, delivers and supports FastPacket networking systems for ATM applications in private wide area networks and public carrier service offerings, such as Frame Relay, ATM and Internet. StrataCom's family of products, including IPX(R), IGX, BPX, AXIS, FastPAD and EdgeConnect, is used to integrate and transport a wide variety of corporate information, including voice, data, video, image and multimedia traffic in narrowband to broadband ATM network applications. Company news and product/service information are available at World Wide Web site http://www.stratacom.com. Cisco Systems (NASDAQ: CSCO) is the leading global supplier of internetworking solutions for corporate intranets and the global Internet. Cisco's products, including routers, LAN and ATM switches, dial-up access servers and network management software, are integrated by the Cisco IOS software to link geographically dispersed LANs, WANs and IBM networks. Company news and product/service information are available at World Wide Web site http://www.cisco.com. Cisco is headquartered in San Jose, Calif. # # # Cisco IOS is a trademark and Cisco, Cisco Systems and the Cisco logo are registered trademarks of Cisco Systems, Inc. All other trademarks, service marks, registered trademarks or registered service marks mentioned in this document are the property of their respective owners. Editors' note: Cisco Systems, Inc. will be holding a conference call to discuss the Company's acquisition of StrataCom. The conference call will be held at 6:30 a.m. PDT (9:30 a.m. EDT) on Monday, April 22, 1996. To participate, call (212) 378-0901 and ask for the Cisco Systems Conference Call. A playback of this conference call will also be available immediately following the call. To listen to the playback, call (800) 633-8284 and enter the reservation number: 1710282.