<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
AIRONET WIRELESS COMMUNICATIONS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(I) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement no.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE> 2
SUPPLEMENT TO
-------------------------
PROXY STATEMENT FOR
AIRONET WIRELESS COMMUNICATIONS, INC.
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD MARCH 14, 2000
-------------------------
PROSPECTUS OF
CISCO SYSTEMS, INC.
COMMON STOCK
-------------------------
This is a supplement to the proxy statement/prospectus dated February 7,
2000 relating to the proposed acquisition of Aironet Wireless Communications,
Inc. by Cisco Systems, Inc. pursuant to the agreement and plan of merger and
reorganization by and among Cisco Systems, Inc., Osprey Acquisition Corporation
and Aironet Wireless Communications, Inc.
CISCO SYSTEMS 2-FOR-1 STOCK SPLIT
On February 8, 2000, Cisco declared a 2-for-1 stock split of its common
stock payable on March 22, 2000 to each holder of record of its common stock on
February 22, 2000. Neither the description of the exchange ratio, nor any of the
Cisco share or per share information contained in the proxy statement/prospectus
has been adjusted to reflect this declared stock split.
Assuming completion of the merger, we expect that the shares of Cisco stock
you receive in exchange for your Aironet stock will be issued to you following
the effective date of the stock split. The shares of Cisco common stock you
receive upon the exchange of your Aironet stock certificates for Cisco stock
certificates following the merger will be proportionately adjusted for the stock
split. Therefore, rather than 0.63734 shares of Cisco common stock, after giving
effect to Cisco's 2-for-1 stock split, you will receive 1.27468 shares of Cisco
common stock for each share of Aironet stock held by you. Please see "The Merger
and Related Transactions -- Structure of the Merger and Conversion of Aironet
Common Stock" and "-- Exchange of Aironet Stock Certificates for Cisco Stock
Certificates" in the proxy statement/prospectus for more information regarding
the exchange of your Aironet stock certificates and adjustments to the shares
you would receive. Assuming completion of the merger, on March 22, 2000, each
outstanding option to purchase shares of Aironet common stock issued under
Aironet's 1999 Stock Option Plan for Non-Employee Directors, Amended and
Restated 1996 Stock Option Plan and 1999 Omnibus Stock Incentive Plan, and any
outstanding warrants or other convertible securities entitling the holder to
acquire shares of Aironet stock, also will be proportionately adjusted to give
effect to Cisco's 2-for-1 stock split.
-------------------------
The date of this proxy statement/prospectus supplement is February 9, 2000, and
it was first
mailed to Aironet stockholders on February 9, 2000.
