-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MgPXDASzlilHZLY3QN0s5qP74JdLHaa0I7cn/PSLEHkRRMDNeP+eDGrS8peGUnNY iVygfO7dZzRCYKSi9XJl+g== 0000891618-99-005313.txt : 19991118 0000891618-99-005313.hdr.sgml : 19991118 ACCESSION NUMBER: 0000891618-99-005313 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991108 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CISCO SYSTEMS INC CENTRAL INDEX KEY: 0000858877 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 770059951 STATE OF INCORPORATION: CA FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-18225 FILM NUMBER: 99759585 BUSINESS ADDRESS: STREET 1: 170 WEST TASMAN DRIVE CITY: SAN JOSE STATE: CA ZIP: 95134-1706 BUSINESS PHONE: 4085264000 MAIL ADDRESS: STREET 1: 225 WEST TASMAN DRIVE CITY: SAN JOSE STATE: CA ZIP: 95134-1706 8-K 1 FORM 8-K FOR THE PERIOD ENDING 11/08/99 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): NOVEMBER 8, 1999 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 95134-1706 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (408) 526-4000 2 Item 5. Other Events On November 9, 1999 Cisco Systems, Inc. ("Cisco") announced a definitive agreement to acquire Aironet Wireless Communications, Inc. of Akron, Ohio ("Aironet") pursuant to an Agreement and Plan of Merger and Reorganization dated as of November 8, 1999 (the "Merger Agreement"), by and among Cisco, Osprey Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Cisco ("Merger Sub"), and Aironet. Subject to the conditions set forth in the Merger Agreement (including approval by stockholders of Aironet), Merger Sub will be merged with and into Aironet (the "Merger"), with each share of Aironet Common Stock being converted into the right to receive approximately 0.637 shares of Cisco Common Stock. The value of the transaction, based on the trading price of Cisco's Common Stock on the date of the Merger Agreement, is approximately $799 million. The consummation of the Merger is subject to various conditions precedent, including (i) approval of the Merger Agreement by the stockholders of Aironet and (ii) expiration or early termination of the waiting period required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Aironet has granted Cisco an option to acquire 2,826,375 shares of its common stock, at an exercise price of $48.00 per share, exercisable upon the occurrence of certain events. In addition, certain stockholders of Aironet have agreed to vote in favor of the approval of the Merger Agreement. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Exhibits. Exhibit No. Description 99.1 Press Release of Registrant, dated November 9, 1999, announcing the definitive agreement to acquire Aironet.
2 3 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: November 16, 1999 By: /s/ LARRY R. CARTER ------------------------------------------------- Larry R. Carter, Senior Vice President, Finance and Administration, Chief Financial Officer and Secretary 3 4 EXHIBIT INDEX Exhibit No. Description 99.1 Press Release of Registrant, dated November 9, 1999, announcing the definitive agreement to acquire Aironet.
4
EX-99.1 2 PRESS RELEASE OF REGISTRANT 1 EXHIBIT 99.1 CISCO SYSTEMS TO ACQUIRE AIRONET WIRELESS COMMUNICATIONS NEW STANDARDS-BASED WIRELESS TECHNOLOGY BRINGS INTERNET MOBILITY TO BUSINESSES SAN JOSE, Calif. -- November 9, 1999 -- Cisco Systems, Inc. today announced a definitive agreement to acquire publicly-held Aironet Wireless Communications of Akron, Ohio. Aironet Wireless Communications is a leading developer of high-speed wireless LAN products. This acquisition furthers Cisco's New World strategy to deliver open standards-based wireless solutions to mobile business environments. Under the terms of the acquisition, each share, option and warrant of Aironet Wireless Communications will be converted to 0.637 shares of Cisco common stock. Based on Cisco's closing price of $75 5/16 on November 8, the transaction has an aggregate value of approximately $799 million. In connection with the acquisition, Cisco expects a one-time charge against after-tax earnings of between $.03 and $.08 per share for purchased in-process research and development expenses in the third quarter of fiscal 2000. 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 by the shareholders of Aironet Wireless Communications. Cisco's acquisition of Aironet Wireless Communications will allow business customers to gain wireless capabilities that act as extensions to existing wired local area networks, extending the power of Cisco's New World vision to the wireless marketplace. Wireless LANs are in-building local area networks (LANs) that communicate using radio technology and enable personal computer users to establish and maintain a wireless network connection anywhere throughout a building. For example, a person with a wireless-enabled PC can check email, browse the Internet and access network resources - all while roaming throughout a building or campus. Aironet Wireless Communications' product portfolio includes wireless adapter cards and "access points" that interface with wired infrastructures and manage wireless LAN traffic. Aironet Wireless Communications also is an innovator of wireless bridge products that provide point-to-point or point-to-multipoint connections among buildings. Aironet Wireless Communications has a customer base comprised of leading Fortune 500 companies, including Dell, Ford, HP, IBM, Microsoft and Sears. Aironet Wireless Communications was founded in 1993. The 131 employees are led by CEO Roger Murphy and will join the Desktop Switching Business Unit within Cisco's Small/Medium line of business. CISCO SYSTEMS CONTACTS: Jeanette Gibson Cisco Systems, Corporate PR (408) 525-8965 jegibson@cisco.com 2 Scott Landman Cisco Systems, Analyst Relations (978) 244-8369 dkaufer@cisco.com CISCO SYSTEMS CISCO SYSTEMS, INC. (NASDAQ:CSCO) is the worldwide leader in networking for the Internet. For more information visit Cisco PR Contacts # # # Cisco, Cisco IOS, Cisco Systems, the Cisco Systems logo are registered trademarks of Cisco Systems, Inc. in the U.S. and other countries. All other trademarks mentioned in this document are the property of their respective owners.
-----END PRIVACY-ENHANCED MESSAGE-----