SCHEDULE 13D
Item 1.
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Security and Issuer.
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The class of equity securities to which this statement relates is common stock, par value $0.0001 per share, of Acacia Communications, Inc., a Delaware
corporation (
Acacia
). The principal executive offices of Acacia are located at Three Mill and Main Place, Suite 400, Maynard, MA 01754.
Item 2.
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Identity and Background.
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(a) The name of the corporation filing this statement is Cisco Systems, Inc., a California corporation (
Cisco
).
(b) The address of Ciscos principal office is 170 West Tasman Drive, San Jose, California 95134-1706.
(c) Cisco designs, manufactures and sells Internet Protocol (IP)-based networking and other products related to the communications and information technology
industry and provides services associated with these products and their use.
(d) Neither Cisco nor, to Ciscos knowledge, any person named on
Schedule A
attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
(e) Neither Cisco nor, to Ciscos knowledge, any person named on
Schedule A
attached hereto, during the last five years, was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws, or finding any violation with respect to such laws.
(f) To Ciscos knowledge, each of the individuals identified
on
Schedule A
attached hereto is a citizen of the United States except for Irving Tan, who is a citizen of Singapore.
Set forth on
Schedule
A
is the name, principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of Cisco as of the
date hereof.
Item 3.
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Source and Amount of Funds or Other Consideration.
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Cisco entered into an Agreement and Plan of Merger, dated as of July 8, 2019 (the
Merger Agreement
), to acquire Acacia in a
merger by which a wholly-owned subsidiary of Cisco (
Merger Sub
) will merge with and into Acacia, with Acacia to survive the Merger and to become a wholly-owned subsidiary of Cisco (the
Merger
).
Pursuant to the terms of the Merger Agreement and subject to the conditions thereof, Cisco will acquire all of the outstanding shares of Acacia common stock for $70.00 per share, in cash. As an inducement for Cisco to enter into the Merger Agreement
and in consideration thereof, certain stockholders of Acacia identified on
Schedule B
attached hereto (each a
Stockholder
and, collectively, the
Stockholders
) entered into separate voting
agreements with Cisco, dated July 8, 2019 (the
Voting Agreements
), whereby each Stockholder agreed (a) to refrain from transferring, or entering into an agreement or transaction to transfer, shares of Acacia
common stock, except for certain share transfers permitted under each Voting Agreement, and (b) to vote all shares of Acacia common stock beneficially owned by the Stockholder or acquired by the Stockholder after the date of the Voting
Agreements in favor of adopting the Merger Agreement and any matter that reasonably could be expected to facilitate the Merger, and with respect to which each Stockholder granted Cisco an irrevocable proxy granting Cisco the right to vote on such
Stockholders behalf in favor of such matters. Cisco did not pay additional consideration to the Stockholders in exchange for the Voting Agreements.
References to, and descriptions of, the Merger, the Merger Agreement and the Voting Agreements throughout this Schedule 13D are qualified in their entirety by
reference to the
Merger Agreement
included as
Exhibit 1
to this Schedule 13D and the
Form
of Voting Agreement
included as
Exhibit 2
to this Schedule 13D, respectively. These agreements are incorporated into this Schedule 13D where such references and descriptions appear.
Item 4.
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Purpose of Transaction.
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(a) (b) As described in Item 3 above, this Schedule 13D relates to the Voting Agreements between Cisco and the Stockholders and the related Merger and
Merger Agreement.
If the conditions set forth in the Merger Agreement are satisfied or waived, Cisco, Merger Sub and Acacia shall cause the Merger to
occur. Upon the consummation of the Merger, Merger Sub will merge with and into Acacia with Acacia to survive the Merger and to become a wholly-owned subsidiary of Cisco, and Cisco will acquire all of the outstanding shares of Acacia common stock
for $70.00 per share, in cash. In addition, (a) each Acacia stock option that is outstanding immediately prior to the Effective Time (as defined in the Merger Agreement) will be converted into the right to receive the excess of $70.00 over the
exercise price per share of such stock option and (b) each Acacia restricted stock unit and performance-based restricted stock unit that is outstanding immediately prior to the Effective Time will be converted into the right to receive $70.00
per share, subject to certain terms and exceptions more fully described in the Merger Agreement, upon consummation of the Merger.