Edgar Filing: CISCO SYSTEMS, INC.

CISCO SYSTEMS, INC.

Dated: September 15, 2016

/s/ Evan Sloves

Evan Sloves

Form 8-K

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): September 13, 2016

CISCO SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

California

0-18225

77-0059951

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


170 West Tasman Drive, San Jose, California		95134-1706
(Address of principal executive offices)		(Zip Code)

(408) 526-4000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.

Entry into a Material Definitive Agreement.

On September 13, 2016, Cisco Systems, Inc. (the “Company”) entered into an underwriting agreement with Citigroup Global Markets Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC, on behalf of the several underwriters named therein in connection with the offer and sale of senior notes in an underwritten public offering (the “Offering”). The Offering is expected to be completed on September 20, 2016. The underwriting agreement includes the terms and conditions for the debt securities, indemnification and contribution obligations, and other terms and conditions customary in agreements of this type. Upon completion of the Offering, the following debt securities (collectively, the “Notes”) will be issued by the Company:

Floating Rate Notes due September 20, 2019. The aggregate principal amount of Floating Rate Notes due September 20, 2019 (the “Floating Rate Notes”) will be $500,000,000. These notes will mature on September 20, 2019 and bear interest at a floating rate of three-month LIBOR plus 0.340% per annum, reset and payable quarterly on March 20, June 20, September 20 and December 20 of each year, commencing on December 20, 2016. The Floating Rate Notes will not be redeemable by the Company.

1.400% Senior Notes due 2019. The aggregate principal amount of 1.400% Senior Notes due 2019 (the “2019 Fixed Rate Notes”) will be $1,500,000,000. These notes will mature on September 20, 2019 and bear interest at a fixed rate of 1.400% per annum, payable semi-annually on March 20 and September 20 of each year, commencing on March 20, 2017. The 2019 Fixed Rate Notes will be redeemable, in whole or in part at any time or from time to time, at the Company’s option, at the applicable “make-whole premium” redemption price described below.

1.850% Senior Notes due 2021. The aggregate principal amount of 1.850% Senior Notes due 2021 (the “2021 Fixed Rate Notes”) will be $2,000,000,000. These notes will mature on September 20, 2021 and bear interest at a fixed rate of 1.850% per annum, payable semi-annually on March 20 and September 20 of each year, commencing on March 20, 2017. The 2021 Fixed Rate Notes will be redeemable, in whole or in part, at the Company’s option, at any time or from time to time, at the applicable “make-whole premium” redemption price, or on or after August 20, 2021, at the “par call date” redemption price, described below.

2.200% Senior Notes due 2023. The aggregate principal amount of 2.200% Senior Notes due 2023 (the “2023 Fixed Rate Notes”) will be $750,000,000. These notes will mature on September 20, 2023 and bear interest at a fixed rate of 2.200% per annum, payable semi-annually on March 20 and September 20 of each year, commencing on March 20, 2017. The 2023 Fixed Rate Notes will be redeemable, in whole or in part, at the Company’s option, at any time or from time to time, at the applicable “make-whole premium” redemption price, or on or after July 20, 2023, at the “par call date” redemption price, described below.

2.500% Senior Notes due 2026. The aggregate principal amount of 2.500% Senior Notes due 2026 (the “2026 Fixed Rate Notes”, and together with the 2019 Fixed Rate Notes, the 2021 Fixed Rate Notes, the 2023 Fixed Rate Notes and the 2026 Fixed Rate Notes, the “Fixed Rate Notes”) will be $1,500,000,000. These notes will mature on September 20, 2026 and bear interest at a fixed rate of 2.500% per annum, payable semi-annually on March 20 and September 20 of each year, commencing on March 20, 2017. The 2026 Fixed Rate Notes will be redeemable, in whole or in part, at the Company’s option, at any time or from time to time, at the applicable “make-whole premium” redemption price, or on or after June 20, 2026, at the “par call date” redemption price, described below.

The “make-whole premium” redemption price will be equal to the greater of (a) 100% of the principal amount of the Fixed Rate Notes to be redeemed and (b) the sum of the present values of the remaining scheduled payments thereon discounted to the date of redemption, on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at a rate equal to the sum of the applicable Treasury Rate (as defined in the Notes) plus 10 basis points with respect to the 2019 Fixed Rate Notes, 10 basis points with respect to the 2021 Fixed Rate Notes, 12.5 basis points with respect to the 2023 Fixed Rate Notes, and 12.5 basis points with respect to the 2026 Fixed Rate Notes. The “par call date” redemption price is 100% of the principal amount of the Fixed Rate Notes to be redeemed. In each case, the accrued interest will be paid to but excluding the relevant redemption date.

The Notes will be issued pursuant to an Indenture, dated as of March 3, 2014, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee. The Notes will be unsecured and will rank equally in right of payment with all of the Company’s other existing and future senior unsecured indebtedness. The Notes will structurally rank junior to all liabilities of the subsidiaries of the Company.

The Notes have been registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3 (File No. 333-194090) (the “Registration Statement”). In connection with the Offering, the Company is filing the underwriting agreement as Exhibit No. 1.1 to this current report on Form 8-K, which is to be incorporated by reference in its entirety into the Registration Statement.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits


Exhibit Number		Description of Document

1.1		Underwriting Agreement, dated September 13, 2016, among the Company and Citigroup Global Markets Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC as representatives of the several underwriters named therein.

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.

[SIGNATURE PAGE TO FORM 8-K – ENTRY INTO UNDERWRITING AGREEMENT]

EXHIBIT INDEX


Exhibit Number		Description of Document

1.1		Underwriting Agreement, dated September 13, 2016, among the Company and Citigroup Global Markets Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC as representatives of the several underwriters named therein.