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 14, 2006
CISCO SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
California
(State or other jurisdiction of incorporation)
| 0-18225 | 77-0059951 | |
| (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:
| ¨ | 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 15, 2006, at a regularly scheduled meeting, the Board of Directors of Cisco Systems, Inc. (“Cisco”) approved amendments to Cisco’s Bylaws to separate the office of Chief Executive Officer from the office of President and to amend certain related provisions. These amendments were effective upon approval by the Board of Directors.
The foregoing description of the amendments to Cisco’s Bylaws is qualified in its entirety by reference to the amended and restated Bylaws, a copy of which is filed as Exhibit 3.1 to this report and incorporated by reference herein.
Item 8.01. Other Events.
On November 14, 2006, Dennis D. Powell, Senior Vice President and Chief Financial Officer of Cisco, adopted a pre-arranged stock trading plan to exercise Cisco stock options and sell the acquired Cisco stock. This plan was established as part of his individual long-term strategy for asset diversification and liquidity. The plan was adopted in accordance with guidelines specified under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and Cisco’s policies regarding stock transactions.
Under the plan, Mr. Powell may sell up to 1,596,250 shares of Cisco stock beginning in November 2006. The plan is scheduled to terminate in March 2007. Any transactions under the plan will be disclosed publicly through Form 144 and Form 4 filings with the Securities and Exchange Commission.
Rule 10b5-1 permits individuals who are not in possession of material, non-public information at the time the plan is adopted to establish pre-arranged plans to buy or sell company stock. Using these plans, individuals can prudently and gradually diversify their investment portfolios over an extended period of time.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description of Document | |
| 3.1 | Amended and Restated Bylaws of Cisco Systems, Inc., as currently in effect. |
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.
| CISCO SYSTEMS, INC. | ||||
| Dated: November 16, 2006 | By: | /s/ Mark Chandler | ||
| Name: | Mark Chandler | |||
| Title: | Senior Vice President, | |||
| General Counsel and Secretary | ||||
EXHIBIT INDEX
| Exhibit Number |
Description of Document | |
| 3.1 | Amended and Restated Bylaws of Cisco Systems, Inc., as currently in effect. |