8-KAcquisitions & DispositionsMaterial AgreementsExhibits & Filings

CISCO SYSTEMS, INC. 8-K Report, Material Agreement (Mar 2, 2006)

Filed March 2, 2006For Securities:CSCO

Summary

This 8-K filing by Cisco Systems, Inc. announces the completion of its acquisition of Scientific-Atlanta, Inc. The transaction, finalized on February 24, 2006, involved Cisco acquiring Scientific-Atlanta for $43.00 per share in cash, making Scientific-Atlanta a wholly-owned subsidiary. This acquisition is a significant move for Cisco, likely aimed at expanding its presence in the set-top box and digital content delivery markets, which are critical for broadband and video services. In conjunction with the acquisition, Cisco's Board of Directors adopted the Cisco Systems, Inc. SA Acquisition Long-Term Incentive Plan. This plan allows for the issuance of up to 17,587,049 shares of Cisco common stock to former Scientific-Atlanta employees who are now with Cisco or its subsidiaries, as an incentive and retention mechanism. Investors should monitor how this integration impacts Cisco's financial performance and its competitive positioning in the evolving telecommunications and media landscape.

Key Highlights

  • 1Cisco Systems, Inc. has completed the acquisition of Scientific-Atlanta, Inc., effective February 24, 2006.
  • 2The acquisition was made for a cash consideration of $43.00 per share for all outstanding shares of Scientific-Atlanta common stock.
  • 3Scientific-Atlanta now operates as a wholly-owned subsidiary of Cisco.
  • 4Cisco adopted the Cisco Systems, Inc. SA Acquisition Long-Term Incentive Plan to grant equity awards to former Scientific-Atlanta employees.
  • 5The Acquisition Plan reserves 17,587,049 shares of Cisco common stock for issuance, including shares from assumed Scientific-Atlanta stock options.
  • 6The filing confirms the completion of the merger agreement originally dated November 18, 2005.
  • 7Detailed financial statements and pro forma information related to the acquisition will be filed separately in an amendment within 71 days.

Frequently Asked Questions

While not explicitly detailed in this 8-K, the acquisition of Scientific-Atlanta, a leading provider of set-top boxes and broadband network solutions, signals Cisco's intent to deepen its involvement in the service provider market, particularly in areas related to video delivery, digital home solutions, and broadband access. This move likely aims to enhance Cisco's position in the evolving telecommunications and media ecosystem.

The Cisco Systems, Inc. SA Acquisition Long-Term Incentive Plan is designed to retain key talent from Scientific-Atlanta and align their interests with Cisco's long-term success. By granting stock options, grants, units, and appreciation rights, Cisco aims to incentivize these employees to contribute to the integration and growth of the acquired business, potentially boosting shareholder value through increased productivity and innovation.

The 8-K filing states that the detailed financial statements of the acquired business and pro forma financial information will be filed by amendment no later than 71 calendar days after the report date. Therefore, investors should anticipate these crucial financial details to become available within approximately 71 days from March 2, 2006.

As part of the acquisition, Cisco has assumed Scientific-Atlanta's outstanding stock options. These assumed options are included within the total reservation of 17,587,049 shares available for issuance under the new Acquisition Plan, indicating that existing option holders will have their awards honored under Cisco's equity structure.