Cisco Systems, Inc. – ‘8-A12G’ on 6/11/98

As of:  Thursday, 6/11/98   ·   Accession #:  891618-98-2833   ·   File #:  0-18225

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12G      Registration of a Class of Securities                  6     26K 
 2: EX-1        Rights Agreement                                      59    236K 

8-A12G   —   Registration of a Class of Securities
Document Table of Contents

8-A12G
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 ---------------

FORM 8-A

 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
 PURSUANT TO SECTION 12(b) OR (g) OF THE
 SECURITIES EXCHANGE ACT OF 1934

 CISCO SYSTEMS, INC.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)

CALIFORNIA                  000-18225                77-0059951   
--------------------------------------------------------------------------------
(State of incorporation           (Commission             (IRS Employer         
or organization)              File Number)          Identification No.) 

170 WEST TASMAN DRIVE, SAN JOSE, CALIFORNIA 95134-1706
--------------------------------------------------------------------------------
(Address of principal executive offices)

Registrant's telephone number, including area code        (408) 526-4000        
                                                  ------------------------------

Securities to be registered pursuant to Section 12(b) of the Act:               

NONE
--------------------------------------------------------------------------------
(Title of Class)

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:               

 PREFERRED STOCK PURCHASE RIGHTS
--------------------------------------------------------------------------------
(Title of Class)

8-A12G
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Item 5.  Other Events.                                                          

             On June 10, 1998, the Board of Directors of Cisco Systems, Inc.
(the "Company") declared a dividend of one preferred share purchase right (a    
"Right") for each outstanding share of Common Stock (the "Common Stock"), par   
value $.001 per share, of the Company. The dividend is payable on June 22, 1998 
(the "Record Date") to the shareholders of record on that date. Each Right      
entitles the registered holder to purchase from the Company one ten-thousandth  
of a share (a "Unit") of Series A Junior Participating Preferred Stock, no par  
value (the "Series A Preferred Stock"), of the Company at a price of $650.00 per
Unit (the "Purchase Price"), subject to adjustment. The description and terms of
the Rights are set forth in a Rights Agreement dated as of June 10, 1998 (the   
"Rights Agreement") between the Company and Bank Boston, N.A., as Rights Agent  
(the "Rights Agent").                                                           

            Until the earlier to occur of (i) the close of business on the
first date of a public announcement that a person or group of affiliated or     
associated persons (an "Acquiring Person") have acquired beneficial ownership of
15% or more of the outstanding Common Stock or (ii) 10 business days (or such   
later date as may be determined by action of the Continuing Directors prior to  
such time as any Person becomes an Acquiring Person) following the commencement 
of, or announcement of an intention to make, a tender offer or exchange offer   
the consummation of which would result in the beneficial ownership by a person  
or group of 15% or more of such outstanding Common Stock (the earlier of such   
dates being called the "Distribution Date"), the Rights will be evidenced, with 
respect to any of the Common Stock certificates outstanding as of the Record    
Date, by such Common Stock certificate with a copy of this Summary of Rights    
attached thereto.                                                               

              The Rights Agreement provides that, until the Distribution Date,
the Rights will be transferred with and only with the Common Stock. Until the   
Distribution Date (or earlier redemption or expiration of the Rights), new      
Common Stock certificates issued after the Record Date, upon transfer or new    
issuance of Common Stock will contain a notation incorporating the Rights       
Agreement by reference. Until the Distribution Date (or earlier redemption or   
expiration of the Rights), the surrender for transfer of any certificates for   
Common Stock, outstanding as of the Record Date, even without such notation or a
copy of this Summary of Rights being attached thereto, will also constitute the 
transfer of the Rights associated with the Common Stock represented by such     
certificate. As soon as practicable following the Distribution Date, separate   
certificates evidencing the Rights ("Rights Certificates") will be mailed to    
holders of record of the Common Stock as of the Close of Business on the        
Distribution Date and such separate Rights Certificates alone will evidence the 
Rights.                                                                         

             The Rights are not exercisable until the Distribution Date. The
Rights will expire at the close of business on June 10, 2008 (the "Final        
Expiration Date"), unless the Final Expiration Date is extended or unless the   
Rights are earlier redeemed or exchanged by the Company, in each case as        
described below.                                                                

             The Purchase Price payable, and the number of Units of Series A
Preferred Stock or other securities or property issuable, upon exercise of the  
Rights are subject to adjustment from time to time to prevent dilution (i) in   
the event of a stock dividend on, or a subdivision, combination or              
reclassification of, the Series A Preferred Stock, (ii) upon the grant to       
holders of the Units of Series A Preferred Stock of certain rights or warrants  
to subscribe for or purchase Units of Series A Preferred Stock at a price, or   
securities convertible into Units of Series A Preferred Stock with a conversion 
price, less than the then current market price of the Units of Series A         
Preferred Stock or (iii) upon the distribution to holders of the Units of Series
A Preferred Stock of evidences of indebtedness or assets (excluding regular     
periodic cash dividends paid out of earnings or retained earnings or dividends  
payable in Units of Series A Preferred Stock) or of subscription rights or      
warrants (other than those referred to above).                                  

         The number of outstanding Rights and the number of Units of
Series A Preferred Stock issuable upon exercise of each Rights are also subject 
to adjustment in the event of a stock split of the Common Stock or a stock      
dividend on the Common Stock payable in Common Stock or subdivisions,           
consolidations or combinations of the Common Stock occurring, in any such case, 
prior to the Distribution Date.                                                 

1.

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            Units of Series A Preferred Stock purchasable upon exercise of
the Rights will not be redeemable. Each Unit of Series A Preferred Stock will be
entitled to an aggregate dividend of 10,000 times the dividend declared per     
share of Common Stock. In the event of liquidation, the holders of the Units of 
Series A Preferred Stock will be entitled to an aggregate payment of 10,000     
times the payment made per share of Common Stock. Each Unit of Series A         
Preferred Stock will have 10,000 votes, voting together with the Common Stock.  
Finally, in the event of any merger, consolidation or other transaction in which
shares of Common Stock are exchanged, each Unit of Series A Preferred Stock will
be entitled to receive 10,000 times the amount received per share of Common     
Stock. These rights are protected by customary antidilution provisions.         

           Because of the nature of the dividend, liquidation and voting
rights, the value of the Series A Preferred Stock, the Units of Series A        
Preferred Stock purchasable upon exercise of each Rights should approximate the 
value of one share of Common Stock.                                             

         In the event that, after the Rights become exercisable, the
Company is acquired in a merger or other business combination transaction with  
an Acquiring Person or an affiliate thereof, or 50% or more of its consolidated 
assets or earning power are sold to an Acquiring Person or an affiliate thereof,
proper provision will be made so that each holder of a Rights will thereafter   
have the right to receive, upon exercise thereof at the then current exercise   
price of the Rights, that number of shares of common stock of the acquiring     
company which at the time of such transaction will have a market value of two   
times the exercise price of the Rights.                                         

               In the event that any person or group of affiliated or associated
persons becomes the beneficial owner of 15% or more of the outstanding shares of
Common Stock proper provision shall be made so that each holder of a Right,     
other than Rights beneficially owned by the Acquiring Person (which will        
thereafter be void), will thereafter have the right to receive upon exercise    
that number of shares of Common Stock or Units of Series A Preferred Stock (or  
cash, other securities or property) having a market value of two times the      
exercise price of the Rights.                                                   

       At any time after the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 15% or more of the  
outstanding shares of Common Stock and prior to the acquisition by such person  
or group of 50% or more of the outstanding Common Stock, the Continuing         
Directors of the Company may exchange the Rights (other than Rights owned by    
such person or group which have become void), in whole or in part, at an        
exchange ratio of one Unit of Series A Preferred Stock (subject to adjustment)  
which shall equal, subject to adjustment to reflect stock splits, stock         
dividends and similar transactions occurring after the date hereof, that number 
obtained by dividing the Purchase Price by the then current per share market    
price per Unit of Series A Preferred Stock on the earlier of (i) the date on    
which any Person becomes an Acquiring Person and (ii) the date on which a tender
or exchange offer is announced by any Person, if upon consummation thereof such 
Person would be the Beneficial Owner of 15% or more of the shares of Company    
Common Stock then outstanding.                                                  

               With certain exceptions, no adjustment in the Purchase Price will
be required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares of Series A Preferred Stock will be   
issued (other than fractions which are integral multiples of one one-thousandth 
of a share of Series A Preferred Stock, which may, at the election of the       
Company, be evidenced by depositary receipts) and, in lieu thereof, an          
adjustment in cash will be made based on the market price of the Units of Series
A Preferred Stock on the last trading day prior to the date of exercise.        

           At any time on or prior to the close of business on the first
date of a public announcement that a person or group of affiliated or associated
persons acquire beneficial ownership of 15% or more of the outstanding Common   
Stock (unless the Continuing Directors extends such ten-day period), the Board  
of Directors of the Company may redeem the Rights in whole, but not in part, at 
a price of $.001 per Right (the "Redemption Price"), upon the approval of a     
majority of the Continuing Directors. The redemption of the rights may be made  
effective at such time on such basis and with such conditions as the Directors, 
upon the approval of the Continuing Directors in its sole discretion may        
establish. Immediately upon any redemption of the Rights, the                   

            2.

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right to exercise the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price. The Rights are also redeemable  
under other circumstances as specified in the Rights Agreement.                 

              The terms of the Rights may be amended by the Board of Directors
of the Company without the consent of the holders of the Rights upon the        
approval of a majority of the Continuing Directors except that from and after a 
Distribution Date no such amendment may adversely affect the interests of the   
holders of the Rights.                                                          

           Until a Right is exercised, the holder thereof, as such, will
have no rights as a shareholder of the Company, including, without limitation,  
the right to vote or to receive dividends.                                      

            The Rights have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire the    
Company on terms not approved by the Company's Board of Directors, except       
pursuant to an offer conditioned on a substantial number of Rights being        
acquired. The Rights should not interfere with any merger or other business     
combination approved by the Board of Directors since the Rights may be redeemed 
by the Company at the Redemption Price prior to the occurrence of a Distribution
Date.                                                                           

          The Rights Agreement, dated as of June 10, 1998, between the
Company and the Rights Agent, specifying the terms of the Rights, is attached   
hereto as an exhibit and is incorporated herein by reference. The foregoing     
description of the Rights is qualified in its entirety by reference to such     
exhibit.                                                                        

Item 2. Exhibits.                                                               

1.      Rights Agreement, dated as of June 10, 1998, between the Company and    
Bank Boston, N.A., which includes the form of Certificate of    
      Determination for the Series A Junior Participating Preferred Stock as
      Exhibit A, the form of Rights Certificate as Exhibit B and the Summary
        of Rights to Purchase Series A Preferred Stock as Exhibit C. Pursuant to
   the Rights Agreement, printed Right Certificates will not be mailed
  until as soon as practicable after the earlier of (i) the close of
    business on the first date of a public announcement that a person or
       group has acquired beneficial ownership of 15% or more of the shares of
      Common Stock or (ii) the tenth (10th) business day (or such later date
        as may be determined by action of the Board of Directors) after a person
    commences, or announces its intention to commence, a tender offer or
       exchange offer the consummation of which would result in the beneficial
     ownership by a person or group of 15% or more of the shares of Common
Stock.                                                          

3.

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 SIGNATURE

   Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.                      

                           CISCO SYSTEMS, INC.

DATE:  June 10, 1998                        By: /s/ JOHN T. CHAMBERS            
                                               ---------------------------------
                                     Name:  John T. Chambers
                                  Title: President and
                                                   Chief Executive Officer

4.

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 EXHIBIT INDEX

                                                                [Download Table]

EXHIBIT                                                                         
NUMBER                       DOCUMENT DESCRIPTION                               
------                       --------------------                               

                                                                                
1.      Rights Agreement, dated as of June 10, 1998, between the Company and    
        Bank Boston, N.A., which includes the form of Certificate of            
        Determination for the Series A Junior Participating Preferred Stock as  
        Exhibit A, the form of Rights Certificate as Exhibit B and the Summary  
        of Rights to Purchase Preferred Stock as Exhibit C. Pursuant to the     
        Rights Agreement, printed Right Certificates will not be mailed until as
        soon as practicable after the earlier of (i) the close of business on   
        the first date of a public announcement that a person or group has      
        acquired beneficial ownership of 15% or more of the shares of Common    
        Stock or (ii) the tenth (10th) business day (or such later date as may  
        be determined by action of the Board of Directors) after a person       
        commences, or announces its intention to commence, a tender offer or    
        exchange offer the consummation of which would result in the beneficial 
        ownership by a person or group of 15% or more of the shares of Common   
        Stock.                                                                  

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12G’ Filing		Date		First		Last			Other Filings
		6/10/08		2
		6/22/98		2
Filed on:		6/11/98							8-K
		6/10/98		2		6			8-K,  POS AM
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