8-KOther EventsExhibits & Filings

CISCO SYSTEMS, INC. 8-K Report, Corporate Update (Jun 18, 2015)

Filed June 18, 2015For Securities:CSCO

Summary

This Form 8-K filing by Cisco Systems, Inc. (CSCO) on June 17, 2015, primarily reports on two significant events. Firstly, the company announced the successful closing of a substantial notes offering, raising a total of $5.00 billion across various maturities and interest rates. This includes $900 million in Floating Rate Notes due 2018, and fixed-rate notes across 2018, 2020, 2022, and 2025 maturities, totaling $4.1 billion. These proceeds are expected to bolster Cisco's financial flexibility. Secondly, the filing discloses pre-arranged stock trading plans adopted by key executives, Chairman and CEO John T. Chambers and incoming CEO Charles Robbins. These plans, established under Rule 10b5-1, allow for the orderly exercise of stock options and sale of shares over specified periods, facilitating portfolio diversification for the executives while adhering to insider trading regulations. Investors should note these are routine plans for executive compensation and liquidity management.

Key Highlights

  • 1Cisco successfully closed a notes offering totaling $5.00 billion on June 17, 2015.
  • 2The offering included $900 million in Floating Rate Notes due 2018 and $4.1 billion in fixed-rate senior notes across various maturities (2018, 2020, 2022, 2025).
  • 3The issuance was conducted under an Indenture dated March 3, 2014, and an officer's certificate dated June 17, 2015.
  • 4John T. Chambers, Chairman and CEO, adopted a stock trading plan to exercise up to 1,775,000 stock options and sell up to 500,000 shares, terminating in September 2016.
  • 5Charles Robbins, incoming CEO, modified a stock trading plan to exercise up to 42,000 stock options and sell up to 90,000 shares, with sales commencing in September 2015 and a termination date of December 2015.
  • 6These executive stock trading plans were adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, allowing for diversification of holdings.
  • 7The filing includes exhibits such as the form of Officer's Certificate, legal opinion, and consent from Fenwick & West LLP.

Frequently Asked Questions

Cisco raised a total of $5.00 billion through the issuance of various notes.

Cisco issued $900,000,000 of Floating Rate Notes due 2018, along with $1,600,000,000 of 1.650% Senior Notes due 2018, $1,500,000,000 of 2.450% Senior Notes due 2020, $500,000,000 of 3.000% Senior Notes due 2022, and $500,000,000 of 3.500% Senior Notes due 2025.

The stock trading plans, adopted under Rule 10b5-1, are pre-arranged plans that allow executives to exercise stock options and sell company stock in an orderly manner over a specified period. This is a common practice for executives to diversify their investment portfolios without being in possession of material non-public information at the time of the plan's adoption.

Transactions under these plans will be publicly disclosed through Form 144 and Form 4 filings with the Securities and Exchange Commission.