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UNITED STATES
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
AIRONET WIRELESS COMMUNICATIONS, INC.
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(Exact name of Registrant as Specified in Charter)
DELAWARE O-26747 34-1758180
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
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3875 EMBASSY PARKWAY, AKRON OHIO 44333
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(Address of Principal Executive Offices) (Zip Code)
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(330) 664-7900
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former Name, Former Address and Former Fiscal Year,
If Changed Since Last Report)
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ITEM 5. OTHER EVENTS
Pursuant to an Agreement and Plan of Merger and Reorganization dated as
of November 8, 1999 (the "Merger Agreement") by and among Cisco Systems, Inc.
("Cisco"), Aironet Wireless Communications, Inc. ("Aironet") and Osprey
Acquisition Corporation, a wholly-owned subsidiary of Cisco ("Merger Sub"),
Merger Sub will merge (the "Merger") with and into Aironet, with the separate
corporate existence of Merger Sub ceasing and Aironet continuing as the
surviving corporation and a wholly-owned subsidiary of Cisco. At the effective
time of the Merger (the "Effective Time"), each share of Aironet's common stock
issued and outstanding immediately prior to the Effective Time, together with
the corresponding Right (as defined in the Rights Agreement dated as of June 25,
1999 between Aironet and Harris Savings Bank), shall automatically be converted
into the right to receive 0.63734 shares of Cisco's common stock, together with
the corresponding right to purchase shares of Cisco's Series A Junior
Participating Preferred Stock pursuant to the Rights Agreement dated as of June
10, 1998 between Cisco and Bank Boston, NA. The value of the transaction, based
on the closing price of a share of Cisco Common Stock as quoted on the Nasdaq
National Market on November 8, 1999 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.
The Merger Agreement is attached hereto as Exhibit 2.1 and is
incorporated herein by reference.
Aironet has granted Cisco an option to acquire 2,826,375 shares of
Aironet's common stock, at an exercise price of $48.00 per share, exercisable
upon the occurrence of certain events. The stock option agreement is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Certain stockholders, that on November 8, 1999 owned approximately 49%
of Aironet's issued and outstanding shares, have agreed to vote in favor of the
approval of the Merger Agreement and have given Cisco a proxy to vote their
shares in connection therewith. The form of stockholder agreement (with the form
of proxy attached thereto) is attached hereto as Exhibit 99.2 and is
incorporated herein by reference.
In connection with the Merger Agreement, Aironet's Board of Directors
adopted Amendment No. 1 to Rights Agreement, dated November 8, 1999, which is
attached hereto as Exhibit 4.2.1 and is incorporated herein by reference. The
amendment assures that the purchase rights associated with Aironet's common
stock do not become exercisable as a result of Aironet entering into the Merger
Agreement, consummating the Merger or in the event that Telxon Corporation
transfers its shares of Aironet to a wholly owned subsidiary of Telxon prior to
the Merger. In addition, Aironet entered into an Agreement with Telxon and Cisco
dated as of November 8, 1999, pursuant to which certain of Telxon's agreements
with Aironet terminate at the Effective Time of the Merger and certain other
agreements will come into force.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Exhibit No. Description
2.1 Agreement and Plan of Merger and Reorganization dated as of
November 8, 1999 by and among Cisco Systems, Inc., a California
corporation, Osprey Acquisition Corporation, a Delaware corporation,
and Aironet Wireless Communications, Inc. a Delaware corporation
4.2.1 Amendment No. 1 to Rights Agreement dated November 8, 1999
99.1 Stock Option Agreement dated as of November 8, 1999 by and between
Cisco Systems, Inc. and Aironet Wireless Communications, Inc.
99.2 Form of Stockholder Agreement dated as of November 8, 1999 by and
among Cisco Systems, Inc., Osprey Acquisition Corporation and certain
stockholders of Aironet Wireless Communications, Inc.
99.3 Press Release of Cisco Systems, Inc. in collaboration with Aironet
Wireless Communications, Inc. dated November 9, 1999
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Aironet Wireless Communications, Inc.
Date: November 11, 1999 By: /s/ Roger J. Murphy, Jr.
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Roger J. Murphy, Jr., President and
Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
2.1 Agreement and Plan of Merger and Reorganization dated as of
November 8, 1999 by and among Cisco Systems, Inc., a California
corporation, Osprey Acquisition Corporation, a Delaware corporation,
and Aironet Wireless Communications, Inc., a Delaware corporation
4.2.1 Amendment No. 1 to Rights Agreement dated November 8, 1999
99.1 Stock Option Agreement dated as of November 8, 1999 by and between
Cisco Systems, Inc. and Aironet Wireless Communications, Inc.
99.2 Form of Stockholder Agreement dated as of November 8, 1999 by and
among Cisco Systems, Inc., Osprey Acquisition Corporation and
certain stockholders of Aironet Wireless Communications, Inc.
99.3 Press Release of Cisco Systems, Inc. in collaboration with Aironet
Wireless Communications, Inc. dated November 9, 1999