8-K

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): March 19, 2003

CISCO SYSTEMS, INC.

(Exact name of the Registrant as specified in its charter)

California

(State or other jurisdiction of incorporation)

0-18225	77-0059951
(Commission File Number)	(IRS Employer Identification No.)
170 West Tasman Drive, San Jose, California	95134-1706
(Address of principal executive offices)	(Zip Code)

(408) 526-4000

(The Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed since last report)

TABLE OF CONTENTS

	Item 5. Other Events and Regulation FD Disclosure.
	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1
EXHIBIT 99.2

Item 5. Other Events and Regulation FD Disclosure.

     On March 19, 2003, Cisco Systems, Inc. (the “Registrant”) announced that it had entered into a definitive agreement to acquire privately-held SignalWorks, Inc., a California corporation, and on March 20, 2003, the Registrant announced that it had entered into a definitive agreement to acquire the business of privately-held The Linksys Group, Inc., a California corporation. Copies of the press releases issued by the Registrant concerning the foregoing transactions are filed herewith as Exhibit 99.1 and Exhibit 99.2 and are incorporated herein by reference.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c)	Exhibits.
	99.1     Press Release of the Registrant, issued on March 19, 2003, announcing a definitive agreement to acquire SignalWorks, Inc.
	99.2      Press Release of the Registrant, issued on March 20, 2003, announcing a definitive agreement to acquire the business of The Linksys Group, Inc.

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 hereunto duly authorized.

	CISCO SYSTEMS, INC.
Dated: March 20, 2003	By:	/s/ DANIEL SCHEINMAN
		Daniel Scheinman, Senior Vice President and Assistant Secretary

EXHIBIT INDEX

Exhibit
Number	Description of Document
99.1	Press Release of the Registrant, issued on March 19, 2003, announcing a definitive agreement to acquire SignalWorks, Inc.
99.2	Press Release of the Registrant, issued on March 20, 2003, announcing a definitive agreement to acquire the business of The Linksys Group, Inc.

EX-99.1 3 f88629exv99w1.htm EXHIBIT 99.1

EXHIBIT 99.1
PRESS RELEASE

Business Press Contact:	Investor Relations Contact:
Jim Brady Cisco Systems, Inc. (408) 853-3168 jambrady@cisco.com	Blair Christie Cisco Systems, Inc. (408) 525-4856 blchrist@cisco.com
Trade Press Contact:	Analyst Relations Contact:
Robert Lopez Cisco Systems, Inc. (408) 525-1285 robertlo@cisco.com	Laura Irwin Cisco Systems, Inc. (408) 853-8876 lirwin@cisco.com

Cisco Systems to Acquire SignalWorks
Acquisition Advances Cisco’s Leadership in High-growth IP Telephony Market

     SAN JOSE, Calif., March 19, 2003 –– Cisco Systems, Inc., today announced a definitive agreement to acquire privately-held SignalWorks, Inc. of Mountain View, Calif., a developer of advanced software that delivers high-performance audio capabilities for IP telephony systems. The acquisition advances Cisco’s leadership in the fast-growing global IP (Internet Protocol) telephony market, which is expected to increase from approximately $900 million in 2002 to $4.3 billion in 2006 (Synergy Research Group).

     Under the terms of the agreement, Cisco common stock, worth an aggregate value of approximately $13.5 million, will be exchanged for all outstanding shares and options of SignalWorks. The acquisition of SignalWorks is expected to close by the fourth quarter of Cisco’s Fiscal Year 2003. The acquisition has been approved by the board of directors of each company and is subject to various closing conditions.

     “The acquisition of SignalWorks reinforces Cisco’s continued commitment to leadership in IP telephony,” said Marthin De Beer, vice president and general manager of Cisco’s Enterprise Voice and Video Business Unit. “The SignalWorks core technology team is comprised of seasoned industry veterans with many years of experience in voice and digital signal processing, and the integration of SignalWorks’ voice technology with Cisco’s market-leading IP telephony product

portfolio will drive continued innovation and performance differentiation for Cisco. Ultimately, this acquisition will allow Cisco to attract new small business, enterprise and service provider customers.”

     SignalWorks’ Acoustic Echo Canceller (AEC) software, which provides unparalleled voice clarity, is a digital full duplex, voice-processing algorithm that will drive continued product innovation and differentiation across Cisco’s complete line of IP phones and IP softphones. Already deployed in Cisco IP phones used by several Fortune-500 companies, SignalWorks’ AEC software delivers advanced audio features, such as multiple microphone capabilities, stereo sound, and PC-based softphones, providing the basis for the future expansion of Cisco’s IP phone product line into new high-end markets. This advanced audio and speakerphone capability will allow Cisco to further penetrate the enterprise, small- and medium-sized business, and service provider managed services markets.

     SignalWorks was founded in 1994. SignalWorks’ employees will join Cisco’s Voice Technology Group under the leadership of Don Proctor, vice president and general manager of Cisco’s Voice Technology Group.

     IP telephony allows data, voice, and video to be transmitted over a single network infrastructure, providing new capabilities and cost savings for enterprises, small- and medium-sized businesses and service providers that offer managed services. With more than 6,000 IP communications customers worldwide and over 1.5 million IP phones shipped to date, Cisco continues its momentum in delivering IP Communications solutions. According to the Synergy Research Q4 2002 report, Cisco continues its leadership with the number-one market share position in the LAN Telephony market. Cisco is also number one in unit volume of IP phones shipped and enterprise voice gateways shipped.

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.

Safe Harbor Statement

     This release may be deemed to contain forward-looking statements which are subject to the safe harbor provisions of the Private Litigation Reform Act of 1995. These forward-looking statements include, among other things,

statements regarding the potential growth of the market in which SignalWorks operates, the anticipated timing of closing, and the anticipated benefits of the combination of SignalWorks with Cisco on Cisco’s product offerings and ability to penetrate specified markets. 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 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 these forward-looking statements. Among the important factors or risks that could cause actual results or events to differ materially from those in the forward-looking statements in this release are: this acquisition may not close on a timely basis or at all, due to failure to satisfy closing conditions or otherwise; risks associated with the successful integration of SignalWorks’ business; Cisco may not be able to retain key employees of SignalWorks; anticipated benefits of this acquisition may not be realized; competition and pricing pressure in the IP telephony industry; dependence on the introduction and market acceptance of new product offerings and standards; rapid technological and market change; Internet infrastructure problems and government regulation of the Internet; global economic conditions; uncertainties in the geopolitical environment; and possible disruption in commercial activities occasioned by terrorist activity and armed conflict. The information in this release is current as of the date of this release, but may not remain accurate as of any future date. Cisco does not undertake any duty to update the information provided in this release, except as otherwise required by law.

# # #

     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.

EX-99.2 4 f88629exv99w2.htm EXHIBIT 99.2

EXHIBIT 99.2
PRESS RELEASE

Business Press Contact:	Investor Relations Contact:
Jeanette Gibson Cisco Systems, Inc. (408) 525-8965 jegibson@cisco.com	Blair Christie Cisco Systems, Inc. (408) 525-4856 blchrist@cisco.com
Trade Press Contact:	Analyst Relations Contact:
Michael Hakkert Cisco Systems, Inc. (408) 526-4794 mhakkert@cisco.com	Rachel Myles Cisco Systems, Inc. (619) 701-4655 ramyles@cisco.com

Cisco Systems Announces Agreement to Acquire The Linksys Group, Inc.
Represents Cisco’s Entry into the High-Growth Home Networking Market

     SAN JOSE, Calif., March 20, 2003 –– Cisco Systems, Inc., today announced a definitive agreement to acquire the business of privately held The Linksys Group, Inc. of Irvine, Calif. Linksys is the leading provider of home networking products with a broad line of wired and wireless products for consumers and SOHO (small office/home office) users. This acquisition represents Cisco’s entry into the high-growth consumer/SOHO networking market, which is expected to grow from $3.7 billion in 2002 to $7.5 billion in 2006 worldwide (sources: compiled from Dell’Oro Group, Synergy). Home networks allow consumers to share broadband Internet connections, files, printers, digital music, photos, and gaming, all over a wired or wireless LAN (local area network).

     Under the terms of the agreement, Cisco will issue common stock with an aggregate value of approximately $500 million to acquire the Linksys business and to assume all outstanding employee stock options. The acquisition of Linksys is expected to close in the fourth quarter of Cisco’s fiscal year 2003. Cisco expects the acquisition of Linksys to be dilutive by no more than $0.01 to its FY2004 GAAP EPS. Exclusive of acquisition charges, Cisco anticipates this transaction will add approximately $0.01 to its FY2004 pro-forma EPS. The transaction will be accretive to both GAAP and pro-forma earnings thereafter. The acquisition has been approved by the board of directors of each company and is subject to

various closing conditions, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

     “Fueled by consumer broadband adoption, the home networking space has experienced mass market acceptance. Linksys has captured a strong position in this growing market by developing an extensive, easy-to-use product line for the home and small office,” said John Chambers, president and CEO of Cisco Systems. “This acquisition is a solid example of Cisco’s strategy to broaden its end-to-end portfolio of network solutions into high-growth markets such as wireless, voice-over-IP and storage area networking.”

     This acquisition enables Cisco to extend its networking technology expertise in the enterprise and service provider markets into the high-growth consumer networking market. Linksys has the most extensive product line in home networking, with more than 70 products including wireless routers and access points for simultaneous sharing of broadband Internet connections, wireless network adapters and wireless print servers as well as traditional wired products such as Ethernet routers and cable modems, unmanaged switches and hubs, print servers and network attached storage for easy sharing of digital music, photo and video media files.

     “This acquisition supports our vision to drive innovations into the consumer market and create next-generation home networking solutions,” said Charles Giancarlo, Senior VP and General Manager, Product Development of Cisco Systems. “The unique combination of Cisco’s networking innovations and Linksys’ consumer leadership will enable consumers to benefit from exciting new capabilities and enjoy an easy and reliable home networking experience.”

     With Cisco’s networking expertise and Linksys’ user-friendly features, consumer and SOHO users will be able to build high quality networks designed for the home or small office environment. A home network enables families to better utilize their broadband Internet connections by offering the ability to share Internet access using either wired or wireless connections. Some of the benefits of a home network include:

• Sharing broadband Internet connection among several users

• Interconnecting computers to share files such as photos, music, documents, etc.

• Sharing resources such as printers and storage

     In a wireless network environment, all of the above functions can be performed without costly wiring or cabling using wireless technology that enable computers to communicate to each other through an access point using the IEEE 802.11a, b or g radio frequency (up to 54Mbps data rate).

     Upon closing of the acquisition, Linksys’ business will be operated as a division of Cisco, and its products will continue to be sold under the Linksys brand through its existing retail, distributor and e-commerce channels. In addition, Linksys will have access to Cisco’s sales infrastructure to address international markets and the service provider channel.

     The Linksys Group, Inc. was founded in 1988 and has 308 employees. The Linksys business, led by Victor Tsao, chief executive officer, will be operated as a division of Cisco reporting to Charlie Giancarlo, Senior VP and General Manager, Product Development.

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.

Editors Note: Cisco will hold a conference call for press and analysts on March 20, 2003 at 7:00 a.m. PT. The domestic dial-in number is 888-469-2190, international dial-in number is 312-470-7154. Replay will be available from 9:30am PT, March 20th through 9:30am PT, March 22nd. Replay info: domestic, 800-327-0517, international, 402-220-0184. An audio webcast will be available at www/cisco.com/go/investors, under “webcast & events”. Further information regarding the Linksys acquisition including an executive Q&A and a video is available on News@Cisco: http://newsroom.cisco.com.

Editors Note: Cisco compiled research data for the consumer/SOHO market projections from two separate analyst reports, Dell’Oro Group, January 2003 and Synergy, December 2002.

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.

This release may be deemed to contain forward-looking statements which are subject to the safe harbor provisions of the Private Litigation Reform Act of 1995. These forward-looking statements include, among other things, statements regarding the potential growth of the market in which Linksys operates, the anticipated impact of this acquisition on Cisco’s future results of operations, the anticipated timing of closing, the anticipated benefits of the combination of Linksys with Cisco, and trends in business conditions. 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 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 these forward-looking statements. Among the important factors or risks that could cause actual results or events to differ materially from those in the forward-looking statements in this release are:

this acquisition may not close on a timely basis or at all, due to failure to satisfy closing conditions or otherwise; risks associated with the successful integration of Linksys’ business; Cisco may not be able to retain key employees of Linksys; anticipated benefits of this acquisition may not be realized; global economic conditions; uncertainties in the geopolitical environment; pricing pressure in the consumer/small office/home office networking industry; competition in the networking industry; dependence on the introduction and market acceptance of new product offerings and standards; rapid technological and market change; Internet infrastructure problems and government regulation of the Internet; international operations; litigation involving patents and intellectual property matters; and possible disruption in commercial activities occasioned by terrorist activity and armed conflict. Any projections in this release are based on limited information currently available to Cisco, which is subject to change. The information in this release is current as of the date of this release, but may not remain accurate as of any future date. Cisco does not undertake any duty to update the information provided in this release, except as otherwise required by law.

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EX-99.1

Exhibit 99.1

EX-99.2

Exhibit 99.2