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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Cisco Systems Inc | NASDAQ:CSCO | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.01 | -0.02% | 47.11 | 47.10 | 47.18 | 47.435 | 46.97 | 47.22 | 14,162,954 | 00:55:41 |
California
|
|
77-0059951
|
(State or Other Jurisdiction
of Incorporation or Organization) |
|
(I.R.S. Employer
Identification No.) |
Large accelerated filer
x
|
Accelerated filer
o
|
Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
Smaller reporting company
o
|
Title of Securities
To Be Registered
|
Amount To Be
Registered
(1)
|
Proposed Maximum Offering Price
Per Share
|
Proposed Maximum Aggregate Offering Price
|
Amount of Registration Fee
|
In respect of assumed stock options: Common Stock, $0.001 par value per share
(2)
|
10,741,536
(2)
|
$7.33
(3)
|
$78,735,458.88
(3)
|
$7,928.67
(3)
|
In respect of assumed restricted stock units: Common Stock, $0.001 par value per share
(4)
|
1,684,918
(4)
|
$28.18
(5)
|
$47,480,989.24
(5)
|
$4,781.34
(5)
|
TOTAL
|
12,426,454
|
N/A
|
$126,216,448.12
|
$12,710.01
|
(1)
|
This Registration Statement shall also cover any additional shares of the Registrant's common stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant's receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant's common stock.
|
(2)
|
Represents shares subject to issuance upon the exercise of stock options outstanding under the Jasper Technologies, Inc. Amended and Restated 2005 Stock Plan, and assumed by the Registrant on March 18, 2016 pursuant to an Agreement and Plan of Merger by and among the Registrant, Jaipur Acquisition Corp., Jasper Technologies, Inc., and the Stockholders’ Agent, dated as of February 3, 2016 (the “Merger Agreement”).
|
(3)
|
Calculated solely for the purposes of this offering under Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the weighted average exercise price of the outstanding options.
|
(4)
|
Represents shares subject to issuance in connection with restricted stock units outstanding under the Jasper Technologies, Inc. 2016 Equity Incentive Plan, and assumed by the Registrant on March 18, 2016 pursuant to the Merger Agreement.
|
(5)
|
Calculated solely for the purposes of this offering under Rule 457(c) and (h) of the Securities Act of 1933, as amended, on the basis of the average of the high and low prices of the Registrant’s common stock as reported on The NASDAQ Global Select Market on March 18, 2016.
|
PART II
|
|
|
Item 3.
|
II-1
|
|
Item 4.
|
II-1
|
|
Item 5.
|
II-1
|
|
Item 6.
|
II-1
|
|
Item 7.
|
II-2
|
|
Item 8.
|
II-2
|
|
Item 9.
|
II-3
|
|
|
|
|
|
|
|
Item 3.
|
Incorporation of Documents by Reference
.
|
(a)
|
The Registrant’s Annual Report on Form 10-K for the fiscal year ended
July 25, 2015
filed with the Commission on
September 8, 2015
pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);
|
(b)
|
All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above; and
|
(c)
|
The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A (No. 000-18225) filed with the Commission on January 11, 1990, together with Amendment No. 1 on Form 8-A filed with the Commission on February 15, 1990, and including any other amendments or reports filed for the purpose of updating such description.
|
Item 4.
|
Description of Securities
.
|
Item 5.
|
Interests of Named Experts and Counsel
.
|
Item 6.
|
Indemnification of Directors and Officers
.
|
Item 7.
|
Exemption from Registration Claimed
.
|
Item 8.
|
Exhibits
.
|
|
|
|
|
Incorporated by Reference
|
|
|
||||||
Exhibit
Number |
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
|
Filed
Herewith |
|
|
|
|
|
|
|
|
|
|
|
|
|
4.1
|
|
Restated Articles of Incorporation of Cisco Systems, Inc., as currently in effect.
|
|
S-3
|
|
333-56004
|
|
4.1
|
|
February 21, 2001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.2
|
|
Amended and Restated Bylaws of Cisco Systems, Inc., as currently in effect.
|
|
8-K
|
|
000-18225
|
|
3.1
|
|
October 4, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.1
|
|
Opinion and Consent of Fenwick & West LLP.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23.2
|
|
Consent of Fenwick & West LLP (contained in Exhibit 5.1).
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24
|
|
Power of Attorney (incorporated by reference to Page II‑4 of this Registration Statement).
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
99.1
|
|
Jasper Technologies, Inc. Amended and Restated 2005 Stock Plan.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
99.2
|
|
Jasper Technologies, Inc. 2016 Equity Incentive Plan.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
99.3
|
|
Forms of Cisco Systems, Inc. Stock Option Assumption Agreement.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
99.4
|
|
Forms of Cisco Systems, Inc. Restricted Stock Unit Assumption Agreement.
|
|
|
|
|
|
|
|
|
|
X
|
Item 9.
|
Undertakings
.
|
Cisco Systems, Inc.
|
|
By: /s/ Charles H. Robbins
|
Charles H. Robbins,
|
Chief Executive Officer
|
|
Signature
|
Title
|
Date
|
|
|
|
/s/ Charles H. Robbins
|
Chief Executive Officer and Director
|
March 24, 2016
|
Charles H. Robbins
|
(Principal Executive Officer)
|
|
|
|
|
/s/ Kelly A. Kramer
|
Executive Vice President and Chief Financial Officer
|
March 24, 2016
|
Kelly A. Kramer
|
(Principal Financial Officer)
|
|
|
|
|
/s/ Prat S. Bhatt
|
Senior Vice President, Corporate Controller and
Chief Accounting Officer
|
March 24, 2016
|
Prat S. Bhatt
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
Signature
|
Title
|
Date
|
|
|
|
/s/ John T. Chambers
|
Executive Chairman
|
March 24, 2016
|
John T. Chambers
|
|
|
|
|
|
/s/ Carol A. Bartz
|
Lead Independent Director
|
March 24, 2016
|
Carol A. Bartz
|
|
|
|
|
|
/s/ M. Michele Burns
|
Director
|
March 24, 2016
|
M. Michele Burns
|
|
|
|
|
|
/s/ Michael D. Capellas
|
Director
|
March 24, 2016
|
Michael D. Capellas
|
|
|
|
|
|
/s/ Brian L. Halla
|
Director
|
March 24, 2016
|
Brian L. Halla
|
|
|
|
|
|
/s/ John L. Hennessy
|
Director
|
March 24, 2016
|
Dr. John L. Hennessy
|
|
|
|
|
|
/s/ Kristina M. Johnson
|
Director
|
March 24, 2016
|
Dr. Kristina M. Johnson
|
|
|
|
|
|
/s/ Roderick C. McGeary
|
Director
|
March 24, 2016
|
Roderick C. McGeary
|
|
|
|
|
|
|
Director
|
|
Arun Sarin
|
|
|
|
|
|
/s/ Steven M. West
|
Director
|
March 24, 2016
|
Steven M. West
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
||||||
Exhibit
Number |
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
|
Filed
Herewith |
|
|
|
|
|
|
|
|
|
|
|
|
|
4.1
|
|
Restated Articles of Incorporation of Cisco Systems, Inc., as currently in effect.
|
|
S-3
|
|
333-56004
|
|
4.1
|
|
February 21, 2001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.2
|
|
Amended and Restated Bylaws of Cisco Systems, Inc., as currently in effect.
|
|
8-K
|
|
000-18225
|
|
3.1
|
|
October 4, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.1
|
|
Opinion and Consent of Fenwick & West LLP.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23.2
|
|
Consent of Fenwick & West LLP (contained in Exhibit 5.1).
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24
|
|
Power of Attorney (incorporated by reference to Page II‑4 of this Registration Statement).
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
99.1
|
|
Jasper Technologies, Inc. Amended and Restated 2005 Stock Plan.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
99.2
|
|
Jasper Technologies, Inc. 2016 Equity Incentive Plan.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
99.3
|
|
Forms of Cisco Systems, Inc. Stock Option Assumption Agreement.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
99.4
|
|
Forms of Cisco Systems, Inc. Restricted Stock Unit Assumption Agreement.
|
|
|
|
|
|
|
|
|
|
X
|
1 Year Cisco Systems Chart |
1 Month Cisco Systems Chart |
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