-----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, LdqNVrnQWmuXZeCAKtE4hWLcCV3PLvSOayEshxuFzCI42Ug8HLGigZz7zAINZE3d ky23Ko0nYIM3pvK1m4lfQg== 0000891618-96-002283.txt : 19961016 0000891618-96-002283.hdr.sgml : 19961016 ACCESSION NUMBER: 0000891618-96-002283 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960918 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961015 SROS: NASD 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-18225 FILM NUMBER: 96643653 BUSINESS ADDRESS: STREET 1: 170 W TASMAN DR CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4085264000 MAIL ADDRESS: STREET 1: 170 WEST TASMAN DRIVE CITY: SAN JOSE STATE: CA ZIP: 95134-1706 8-K/A 1 FORM 8-K/A FOR PERIOD ENDED SEPTEMBER 18, 1996 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A(1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): SEPTEMBER 18, 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.) 255 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.) - -------------------- (1) THIS REPORT AMENDS THE REGISTRANT'S REPORT ON FORM 8-K ORIGINALLY FILED ON OCTOBER 1, 1996 WITH THE SECURITIIES AND EXCHANGE COMMISSION. 2 ITEM 5. OTHER EVENTS. (a) On September 18, 1996, the Registrant acquired Nashoba Networks Inc., a Delaware corporation ("Nashoba"), by the statutory merger (the "Merger") of a wholly-owned subsidiary of the Registrant, Neptune Acquisition Corporation, a Delaware corporation ("Merger Sub"), with and into Nashoba. The Merger was accomplished pursuant to the Agreement and Plan of Reorganization, dated as of August 5, 1996, among the Registrant, Nashoba and Merger Sub, and a related Certificate of Merger (collectively, the "Nashoba Merger Agreements"). The Merger of Merger Sub with and into Nashoba occurred following the approval of the Nashoba Merger Agreements by the stockholders of Nashoba by written consent which was received on September 18, 1996 and satisfaction of certain other closing conditions. As a result of the Merger, the Registrant became the owner of 100% of the issued and outstanding common stock of Nashoba and each outstanding share of Nashoba Common Stock was converted into 0.2174317 of a share of the Registrant's Common Stock. The terms of the Nashoba Merger Agreements were the result of arm's-length negotiations among the parties. A total of approximately 1,808,952 shares of the Registrant's Common Stock will be issued to former Nashoba shareholders and optionholders in exchange for the acquisition by the Registrant of all outstanding Nashoba capital stock and all unexpired and unexercised options to acquire Nashoba capital stock. The shares issued to Nashoba shareholders were issued pursuant to the exemption from registration provided by Section 3(a)(10) of the Securities Act of 1933, as amended (the "Securities Act"). Nashoba stock options were assumed by the Registrant and remain outstanding as options to purchase shares of the Registrant's Common Stock. Nashoba is a provider of highly functional workgroup/backbone Token Ring switches which integrate with existing switch and router products. The Registrant intends to continue such business. (b) On September 27, 1996, the Registrant acquired Granite Systems, Inc., a California corporation ("Granite"), by the statutory merger of Granite with and into the Registrant. The Merger was accomplished pursuant to the Agreement and Plan of Reorganization, dated as of August 30, 1996, between the Registrant and Granite, and a related Agreement of Merger (collectively, the "Granite Merger Agreements"). The Merger of Granite with and into the Registrant occurred following the approval of the Granite Merger Agreements by the sole shareholder of Granite by written consent which was received on September 27, 1996 and satisfaction of certain other closing conditions. As a result of the Merger, the Registrant became the owner of 100% of the issued and outstanding common stock of Nashoba and each outstanding share of Granite Common Stock was converted into 0.221992 of a share of the Registrant's Common Stock. The terms of the Granite Merger Agreements were the result of arm's-length negotiations among the parties. A total of approximately 3,929,259 shares of the Registrant's Common Stock will be issued to the former Granite sole shareholder and optionholders in exchange for 3 the acquisition by the Registrant of all outstanding Granite capital stock and all unexpired and unexercised options to acquire Granite capital stock. The shares issued to the Granite sole shareholder were issued pursuant to the exemption from registration provided by Section 3(a)(10) of the Securities Act. Granite stock options were assumed by the Registrant and remain outstanding as options to purchase shares of the Registrant's Common Stock. Granite is a developer of standards-based multilayer Gigabit Ethernet switching technologies which use powerful application specific integrated circuit switching engines. The Registrant intends to continue such business. 4 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 Previously filed. 20.2 Previously filed. 20.3 Previously filed. 20.4 Previously filed. 5 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: October 15, 1996 By: /s/ Larry R. Carter ---------------------- Larry R. Carter, Vice President, Finance and Administration, Chief Financial Officer and Secretary 6 EXHIBIT INDEX DESCRIPTION OF DOCUMENT EXHIBIT NUMBER - ------ 20.1 Previously filed. 20.2 Previously filed. 20.3 Previously filed. 20.4 Previously filed. -----END PRIVACY-ENHANCED MESSAGE-----