<PAGE> 1
As filed with the Securities and Exchange Commission on October 23, 1996
Registration No. 333-________________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CISCO SYSTEMS, INC.
(Exact name of issuer as specified in its charter)
CALIFORNIA 77-0059951
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
170 WEST TASMAN DRIVE, SAN JOSE, CALIFORNIA 95134-1706
(Address of principal executive offices) (Zip Code)
INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
JOHN T. CHAMBERS
PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR
CISCO SYSTEMS, INC.
170 WEST TASMAN DRIVE, SAN JOSE, CALIFORNIA 95134-1706
(Name and address of agent for service)
(408) 526-4000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) per Share(2) Price(2) Fee
---------- ------------- ------------ -------- ------------
<S> <C> <C> <C> <C>
International Employee Stock Purchase Plan
Common Stock 350,000 shares $65 $22,750,000 $7,845
(no par value)
</TABLE>
===============================================================================
<PAGE> 2
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under Cisco Systems, Inc.'s
International Employee Stock Purchase Plan by reason of any stock
dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration which results in an
increase in the number of the Registrant's outstanding shares of Common
Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of
the Securities Act of 1933, as amended, on the basis of the average of
the high and low selling prices per share of Common Stock of Cisco
Systems, Inc. on October 17, 1996, as reported by the Nasdaq National
Market.
2
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
Cisco Systems, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended July 31, 1995 filed with the Commission on October
26, 1995 pursuant to Section 13 of the Securities Exchange Act
of 1934 (the "1934 Act").
(b) (1) The Registrant's Quarterly Reports on Form 10-Q for the
fiscal quarters ended October 31, 1995, January 31, 1996 and
April 30, 1996, filed with the Commission on December 12,
1995, March 13, 1996 and June 12, 1996, respectively.
(2) The Registrant's reports on Form 8-K filed with the
Commission on December 6, 1995, April 2, 1996, April 26, 1996
and October 1, 1996, and any amendments thereto.
(3) The Registrant's reports on Form 10-C filed with the
Commission on February 26, 1996 and July 11, 1996.
(c) The Registrant's Registration Statement No. 0-18225 on Form
8-A filed with the Commission on January 11, 1990, together
with Amendment No. 1 on Form 8 filed with the Commission on
February 15, 1990, in which there is described the terms,
rights and provisions applicable to the Registrant's
outstanding Common Stock.
All reports and definitive proxy or information statements
filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the
date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
<PAGE> 4
Item 6. Indemnification of Directors and Officers
Section 317 of the California Corporations Code authorizes a
court to award, or a corporation's Board of Directors to grant, indemnity to
directors and officers in terms sufficiently broad to permit indemnification
(including reimbursement of expenses incurred) under certain circumstances for
liabilities arising under the Securities Act of 1933, as amended, (the "1933
Act"). The Registrant's Restated Articles of Incorporation, as amended, and
Amended and Restated Bylaws provide for indemnification of its directors,
officers, employees and other agents to the maximum extent permitted by the
California Corporations Code. In addition, the Registrant has entered into
Indemnification Agreements with each of its directors and officers.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
<TABLE>
<CAPTION>
Exhibit Number Exhibit
-------------- -------
<S> <C>
5.0 Opinion of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Independent Accountants - Coopers & Lybrand L.L.P.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
24.0 Power of Attorney. Reference is made to page II-4 of this Registration Statement.
99.1 International Employee Stock Purchase Plan.
99.2 Form of Enrollment/Change Form.
99.3 Form of Stock Purchase Agreement.
</TABLE>
Item 9. Undertakings
A. The undersigned Registrant hereby undertakes: (1) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement (i) to include any prospectus required
by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts
or events arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement, and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement; provided, however, that clauses (1)(i) and (1)(ii) shall not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference
into the Registration Statement; (2) that for the purpose of determining any
liability under the 1933 Act each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered therein
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and (3) to remove from registration by means
of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the Stratacom, Inc. 1994 Stock Option Plan,
1986 Incentive Stock Option Plan, 1992 Directors' Stock Option Plan, and/or 1992
Employee Stock Purchase Plan.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into the Registration Statement shall
be deemed to be
II-2.
<PAGE> 5
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under
the 1933 Act may be permitted to directors, officers or controlling persons of
the Registrant pursuant to the indemnity provisions summarized in Item 6 or
otherwise, the Registrant has been informed that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.
II-3.
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of San
Jose, State of California, on this 11th day of October, 1996.
CISCO SYSTEMS, INC.
By /s/ John T. Chambers
--------------------------------------
John T. Chambers
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints John T. Chambers and Larry R. Carter and each of them
acting individually, as such person's true and lawful attorneys-in-fact and
agents, each with full power of substitution, for such person, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his or her substitutes, may do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
/s/ John T. Chambers President, Chief Executive October 11, 1996
- -------------------------- Officer and Director (Principal
John T. Chambers Executive Officer)
/s/ Larry R. Carter Vice President, Finance and October 11, 1996
- -------------------------- Administration, Chief Financial
Larry R. Carter Officer and Secretary
(Principal Financial and Accounting Officer)
/s/ John P. Morgridge Chairman of the Board October 11, 1996
- -------------------------- and Director
John P. Morgridge
</TABLE>
II-4.
<PAGE> 7
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
/s/ Donald T. Valentine Director October 11, 1996
- --------------------------
Donald T. Valentine
/s/ Michael S. Frankel Director October 11, 1996
- --------------------------
Michael S. Frankel
/s/ James F. Gibbons Director October 11, 1996
- --------------------------
James F. Gibbons
/s/ Robert L. Puette Director October 11, 1996
- --------------------------
Robert L. Puette
/s/ Masayoshi Son Director October 11, 1996
- --------------------------
Masayoshi Son
/s/ Steven M. West Director October 11, 1996
- --------------------------
Steven M. West
/s/ Richard M. Moley Director October 11, 1996
- --------------------------
Richard M. Moley
</TABLE>
II-5.
<PAGE> 8
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
CISCO SYSTEMS, INC.
II-6.
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Exhibit
- -------------- -------
<S> <C>
5.0 Opinion of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Independent Accountants - Coopers & Lybrand L.L.P.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
24.0 Power of Attorney. Reference is made to page II-4 of this Registration Statement.
99.1 International Employee Stock Purchase Plan.
99.2 Form of Enrollment/Change Form.
99.3 Form of Stock Purchase Agreement.
</TABLE>
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference of our reports dated August 15,
1995, with respect to the financial statements and schedule of Cisco Systems,
Inc. for the years ended July 30, 1995, included in the Annual Report (Form
10-K) for 1995, filed with the Securities and Exchange Commission, in the
Registration Statement on Form S-8 of Cisco Systems, Inc. for the registration
of 350,000 shares of its common stock.
/s/ Coopers & Lybrand L.L.P.
San Jose, California
October 17, 1996
<PAGE> 1
EXHIBIT 23.2
October 22, 1996
Cisco Systems, Inc.
170 West Tasman Drive
San Jose, CA 95134-1706
Re: Cisco Systems, Inc. Registration Statement for
Offering of 350,000 Shares of Common Stock
Ladies and Gentlemen:
We refer to your registration on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, of 350,000 shares of
Cisco Systems, Inc. common stock under its International Employee Stock Purchase
Plan. We advise you that, in our opinion, when such shares have been issued and
sold pursuant to the applicable provisions of the Plans and in accordance with
the Registration Statement, such shares will be validly issued, fully paid and
nonassessable shares of Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Brobeck, Phleger & Harrison LLP
BROBECK, PHLEGER & HARRISON LLP
<PAGE> 1
CISCO SYSTEMS, INC.
INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
I. PURPOSE
The Cisco Systems, Inc. International Employee Stock Purchase
Plan (the "Plan") is intended to provide eligible employees of the Company's
Foreign Subsidiaries with the opportunity to acquire a proprietary interest in
the Company through the purchase of shares of the Company's common stock at
periodic intervals with their accumulated payroll deductions.
II. DEFINITIONS
For purposes of administration of the Plan, the following
terms shall have the meanings indicated:
CISCO BOARD means the Board of Directors of the Company.
CODE means the U.S. Internal Revenue Code of 1986, as amended.
COMPANY means Cisco Systems, Inc., a California corporation,
and any corporate successor to all or substantially all of the assets or voting
stock of Cisco Systems, Inc. which shall by appropriate action adopt the Plan.
CORPORATE AFFILIATE means any corporation, partnership, joint
venture or other business entity in which the Company owns, directly or
indirectly, stock or a capital or profit interest and with respect to which the
Company possesses the power to direct or cause the direction of the management
and policies.
EARNINGS means the regular basic earnings paid to a
Participant by one or more Foreign Subsidiaries, plus overtime payments, bonuses
and commissions. There shall be excluded from the calculation of Earnings: (I)
all profit-sharing distributions and other incentive-type payments and (II) all
contributions made by the Company or its Corporate Affiliates for the
Participant's benefit under any employee benefit or welfare plan now or
hereafter established.
EFFECTIVE DATE means October 1, 1996; provided, however, that
any Foreign Subsidiary which elects, with the approval of the Cisco Board, to
extend the benefits of this Plan to its Employees after October 1, 1996 shall
designate a subsequent Effective Date with respect to its employee-Participants.
<PAGE> 2
EMPLOYEE means any individual who is employed on a basis under
which he/she is regularly expected to render more than twenty (20) hours of
service per week for more than five (5) months per calendar year.
FOREIGN SUBSIDIARY shall mean any non-U.S. Corporate Affiliate
which elects, with the approval of the Cisco Board, to extend the benefits of
this Plan to its Employees. As of the Effective Date, the Foreign Subsidiaries
participating in the Plan are listed on attached Schedule A.
MONTHLY EXCHANGE DATE means the last U.S. business day of each
fiscal month during a purchase period, on which date the foreign currency
payroll deductions collected on behalf of the Participants for that month are to
be converted into U.S. Dollars.
PARTICIPANT means any Employee of a Foreign Subsidiary who is
actively participating in the Plan.
STOCK means shares of the common stock of the Company.
U.S. PLAN shall mean the Company's 1989 Employee Stock
Purchase Plan.
III. ADMINISTRATION
The Plan shall be administered by the Cisco Board or a
committee appointed by the Cisco Board. The Plan Administrator (whether the
Cisco Board or such committee) shall have full authority to administer the Plan,
including authority to interpret and construe any provision of the Plan and to
adopt such rules and regulations for administering the Plan as it may deem
necessary. Decisions of the Plan Administrator shall be final and binding on all
parties who have an interest in the Plan.
IV. PURCHASE PERIODS
(a) Stock shall be offered for purchase under the Plan through
a series of successive purchase periods until such time as (i) the maximum
number of shares of Stock available for issuance under the Plan shall have been
purchased or (ii) the Plan shall have been sooner terminated in accordance with
Article IX.
(b) Under no circumstances shall any purchase rights granted
under the Plan be exercised, nor shall any shares of Stock be issued hereunder,
until such time as the Company shall have complied with all applicable
requirements of the Securities Act of 1933 (as amended), all applicable listing
requirements of any securities exchange on which the Stock is listed and all
other applicable requirements established by law or regulation.
2.
<PAGE> 3
(c) The Plan shall be implemented in a series of concurrent
purchase periods, each to be of such duration (not to exceed twenty-four (24)
months per purchase period) as determined by the Plan Administrator prior to the
commencement date of the purchase period. The initial purchase period will begin
on October 1, 1996. Subsequent purchase periods may commence quarterly or
semi-annually thereafter. Accordingly, up to four (4) separate purchase periods
may commence in each calendar year the Plan remains in existence. The Plan
Administrator will announce the date a purchase period will commence and the
duration of a purchase period in advance of the last day of the preceding
purchase period.
(d) The Participant shall be granted a separate purchase right
for each purchase period in which he/she participates. The purchase right shall
be granted on the first day of the purchase period and shall be automatically
exercised on the last U.S. business day of the purchase period.
(e) An Employee may participate in only one purchase period at
a time. Accordingly, an Employee who wishes to join a new purchase period must
withdraw from the current purchase period in which he/she is participating and
must also enroll in the new purchase period prior to the 15th day of the month
immediately preceding the start date of that purchase period.
V. ELIGIBILITY AND PARTICIPATION
(a) Every Employee of a Foreign Subsidiary shall be eligible
to participate in the Plan on the first day of the purchase period next
following the Employee's completion of thirty (30) days of continuous service
with the Company or any Corporate Affiliate.
(b) In order to participate in the Plan for a particular
purchase period, the Employee must complete the enrollment forms prescribed by
the Plan Administrator (including a purchase agreement and a payroll deduction
authorization) and file such forms with the Plan Administrator (or its
designate) prior to the 15th day of the month immediately prior to the
commencement date of the purchase period. However, any Employee of a Foreign
Subsidiary who is a participant in the U.S. Plan immediately prior to the
Effective Date shall automatically become a Participant in the initial purchase
period under the Plan and such individual's payroll deductions under the Plan
shall continue at the same rate authorized under the U.S. Plan immediately prior
to the Effective Date unless the Participant shall change such rate in
accordance with Section V(c).
(c) The payroll deduction authorized by a Participant for
purposes of acquiring Stock under the Plan may be any multiple of 1% of the
Earnings paid to the Participant during the period the purchase right remains
outstanding, up to a maximum of 10% per purchase right. The deduction rate so
authorized shall continue in effect for the entire period the purchase right
remains outstanding, unless the Participant shall, prior to
3.
<PAGE> 4
the end of the purchase period for which the purchase right will remain in
effect, reduce such rate by filing the appropriate form with the Plan
Administrator (or its designate). The reduced rate shall become effective as
soon as practicable following the filing of such form. Payroll deductions,
however, will automatically cease upon the termination of the Participant's
purchase right in accordance with Section VII(d) or (e) below.
(d) The payroll deduction authorized by the Participant shall
be collected in the currency in which paid by the Foreign Subsidiary and
converted into U.S. Dollars on each Monthly Exchange Date on the basis of the
exchange rate in effect on that Monthly Exchange Date. Any changes or
fluctuations in the exchange rate at which the payroll deductions collected on
the Participant's behalf are converted into U.S. Dollars on each Monthly
Exchange Date shall be borne solely by the Participant.
VI. STOCK SUBJECT TO PLAN
(a) The Stock purchasable by Participants under the Plan
shall, solely in the Cisco Board's discretion, be made available from either
authorized but unissued Stock or from reacquired Stock, including shares of
Stock purchased on the open market. The total number of shares which may be
issued under this Plan and the U.S. Plan together shall not exceed 9,600,000
shares (subject to adjustment under subparagraph (b) below).
(b) In the event any change is made to the Stock purchasable
under the Plan by reason of (I) any merger, consolidation or reorganization or
(II) any stock dividend, stock split, combination of shares or other change
affecting the outstanding Stock of the Company as a class without receipt of
consideration, then unless such change occurs in connection with a Section
VII(k) transaction, appropriate adjustments shall be made by the Plan
Administrator to (i) the class and maximum number of shares issuable in the
aggregate over the term of this Plan and the U.S. Plan, (ii) the class and
maximum number of shares purchasable per Participant under any one purchase
right, (iii) the class and maximum number of shares purchasable by any one
officer over the term of the Plan and (iv) the class and number of shares and
the price per share of the Stock subject to each purchase right at the time
outstanding under the Plan.
VII. PURCHASE RIGHTS
An Employee who participates in the Plan for a particular
purchase period shall have the right to purchase Stock upon the terms and
conditions set forth below and shall execute a purchase agreement embodying such
terms and conditions and such other provisions (not inconsistent with the Plan)
as the Plan Administrator may deem advisable.
(a) Purchase Price. The U.S. Dollar purchase price per share
shall be the lesser of (i) 85% of the fair market value per share of Stock on
the date on which the purchase right is granted or (ii) 85% of the fair market
value per share of Stock on the date
4.
<PAGE> 5
the purchase right is exercised. For purposes of determining such fair market
value (and for all other valuation purposes under the Plan), the fair market
value per share of Stock on any relevant date shall be the closing selling price
of such share on such date, as officially quoted on the principal exchange on
which the Stock is at the time traded or, if not traded on any exchange, the
mean of the highest bid and the lowest asked prices (or, if such information is
available, the closing selling price per share) of the Stock on such date, as
reported on the NASDAQ system. If there are no sales of Stock on such day, then
the closing selling price (or, to the extent applicable, the mean of the highest
bid and lowest asked prices) for the Stock on the next preceding day for which
there do exist such quotations shall be determinative of fair market value.
(b) Number of Purchasable Shares. The number of shares
purchasable by a Participant upon the exercise of an outstanding purchase right
shall be determined as follows: the Participant's payroll deductions previously
converted into U.S. Dollars on the Participant's behalf on the applicable
Monthly Exchange Dates within that purchase period shall be divided by the U.S.
Dollar purchase price in effect for that purchase period to determine the number
of whole shares of Stock purchasable on the Participant's behalf. Any remaining
amount in the Participant's account shall be refunded to the Participant in the
currency in which paid by the Foreign Subsidiary. The maximum number of shares
purchasable by any Participant pursuant to any one outstanding purchase right
shall not exceed 96,000 shares (subject to adjustment under Section VI(b)). In
addition, should the Employee be an officer of the Company subject to the
short-swing profit restrictions of the Federal securities laws, then the maximum
number of shares which such Employee may purchase over the term of the Plan
shall not exceed 480,000 shares (subject to adjustment under Section VI(b)).
Accordingly, no such officer shall be eligible to receive purchase rights for
any purchase period if the number of shares which would otherwise be purchasable
by such individual for that purchase period would result in the issuance to such
individual of shares of Stock in excess of the maximum number of shares
purchasable in the aggregate by such individual over the term of the Plan.
Under no circumstances shall purchase rights be granted under
the Plan to any Employee if such Employee would, immediately after the grant,
own (within the meaning of Code Section 424(d)), or hold outstanding options or
other rights to purchase, stock possessing 5% or more of the total combined
voting power or value of all classes of stock of the Company or any of its
Corporate Affiliates.
In addition, the accrual limitations of Section VIII shall
apply to all purchase rights.
(c) Payment. Payment for Stock purchased under the Plan shall
be effected by means of the Participant's authorized payroll deductions. Such
deductions shall begin on the first pay day coincident with or immediately
following the commencement date of the relevant purchase period and shall
terminate with the pay day ending with or
5.
<PAGE> 6
immediately prior to the last day of the purchase period. The amounts so
collected shall be credited to the Participant's individual book account under
the Plan, initially in the currency in which paid by the Foreign Subsidiary
until converted into U.S. Dollars on the applicable Monthly Exchange Date.
Accordingly, all purchases of Stock under the Plan are to be made with the U.S.
Dollars into which the payroll deductions for the purchase period have been
converted on each applicable Monthly Exchange Date within that purchase period.
No interest shall be paid on the balance from time to time outstanding in the
book account maintained for the Participant. The amounts collected from a
Participant may be commingled with the general assets of the Company or the
Foreign Subsidiary and may be used for general corporate purposes.
(d) Termination of Purchase Rights.
(i) A Participant may, on or before the last day of
any purchase period, terminate his/her outstanding purchase right under the Plan
by filing the prescribed notification form with the Plan Administrator (or its
designate). No further payroll deductions shall be collected from the
Participant with respect to the terminated purchase right, and the Participant
shall have the following election with respect to any payroll deductions for the
purchase period collected prior to the termination date: (A) have the Company
refund, in the currency in which paid by the Foreign Subsidiary, the payroll
deductions which the Participant made in that purchase period with respect to
the terminated purchase right or (B) have such payroll deductions held for the
purchase of shares at the end of such purchase period. If no such election is
made, then such payroll deductions shall automatically be refunded at the end of
such purchase period, in the currency in which paid by the Foreign Subsidiary.
(ii) The termination shall be irrevocable with
respect to the particular purchase right to which it pertains and shall also
require the Participant to re-enroll in the Plan (by making a timely filing of a
new purchase agreement and payroll deduction authorization) if the Participant
wishes to resume participation in a subsequent purchase period. However, the
Participant may not enroll in the Plan for the first purchase period commencing
after the Participant's termination of his or her purchase right.
(e) Termination of Employment. Except as otherwise provided
under Section VII(f) below, if a Participant ceases to remain an Employee while
his/her purchase right remains outstanding, then such purchase right shall
immediately terminate and all sums previously collected from the Participant
during the purchase period in which such termination occurs shall be promptly
refunded to the Participant in the currency in which paid by the Foreign
Subsidiary. However, should the Participant die or become permanently disabled
while in Employee status or should the Participant cease active service by
reason of a leave of absence, then the Participant (or the person or persons to
whom the rights of the deceased Participant under the Plan are transferred by
will or by the laws of descent and distribution) shall have the election,
exercisable up until the end of the purchase period in
6.
<PAGE> 7
which the Participant dies or becomes permanently disabled or in which the leave
of absence commences, to (i) withdraw all the funds in the Participant's payroll
account at the time of his/her cessation of Employee status or the commencement
of such leave, with the withdrawn funds to be paid in the same currency in which
paid by the Foreign Subsidiary, or (ii) have such funds held for the purchase of
shares at the end of such purchase period. If no such election is made, then
such funds shall automatically be held for the purchase of shares at the end of
such purchase period. In no event, however, shall any further payroll deductions
be added to the Participant's account following his/her cessation of Employee
status or the commencement of such leave. Should the Participant return to
active service following a leave of absence, then his/her payroll deductions
under the Plan shall automatically resume at the rate in effect at the time the
leave began, provided such return to service occurs prior to the expiration date
of the purchase period in which such leave began.
For purposes of the Plan, a Participant shall be deemed to be
permanently disabled if he/she is unable, by reason of any medically
determinable physical or mental impairment expected to result in death or to be
of continuous duration of at least twelve (12) months, to engage in any
substantial gainful employment.
(f) Transfer of Employment. In the event that a Participant
who is an Employee of a Foreign Subsidiary is transferred and becomes an
Employee of the Company during a purchase period under the Plan, such individual
shall continue to remain a Participant in the Plan and payroll deductions shall
continue to be collected until the next purchase date as if the Participant had
remained an Employee of the Foreign Subsidiary.
In the event that an Employee of the Company who is a
participant in the U.S. Plan is transferred and becomes an Employee of a Foreign
Subsidiary during a purchase period in effect under the U.S. Plan, such
individual shall automatically become a Participant under the Plan for the
duration of the purchase period in effect at that time under the Plan and the
balance in such individual's book account maintained under the U.S. Plan shall
be transferred as a balance to a book account opened for such individual under
the Plan. Such balance, together with all other payroll deductions collected
from such individual by the Foreign Subsidiary for the remainder of the purchase
period under the Plan (as converted into U.S. Dollars), shall be applied on the
next purchase date to the purchase of Stock under the Plan.
(g) Stock Purchase. The Stock subject to the purchase right of
each Participant (other than Participants whose purchase rights have previously
terminated in accordance with Section VII(d) or (e) above) shall be
automatically purchased on the Participant's behalf on the last business day of
the purchase period such purchase right remains outstanding.
7.
<PAGE> 8
(h) Proration of Purchase Rights. Should the total number of
shares of Stock which are to be purchased pursuant to outstanding purchase
rights on any particular date exceed the number of shares then available for
issuance under the Plan, the Plan Administrator shall make a pro-rata allocation
of the available shares on a uniform and nondiscriminatory basis, and any
amounts credited to the accounts of Participants shall, to the extent not
applied to the purchase of Stock, be refunded to the Participants, in the
currency in which paid by the Foreign Subsidiary.
(i) Rights as Stockholder. A Participant shall have no rights
as a stockholder with respect to shares covered by the purchase rights granted
to the Participant under the Plan until the shares are actually purchased on the
Participant's behalf in accordance with Section VII(f). No adjustments shall be
made for dividends, distributions or other rights for which the record date is
prior to the date of such purchase.
As soon as practicable after the date of each purchase, a
stock certificate for the number of shares purchased on the Participant's behalf
shall be deposited in a Company-designated brokerage account established for the
Participant.
(j) Assignability. No purchase rights granted under the Plan
shall be assignable or transferable by a Participant other than by will or by
the laws of descent and distribution, and during the Participant's lifetime the
purchase rights shall be exercisable only by the Participant.
(k) Merger or Liquidation of Company. In the event the Company
or its stockholders enter into an agreement to dispose of all or substantially
all of the assets or outstanding capital stock of the Company by means of a
sale, merger or reorganization in which the Company will not be the surviving
corporation (other than a reorganization effected primarily to change the State
in which the Company is incorporated) or in the event the Company is liquidated,
then all outstanding purchase rights under the Plan shall automatically be
exercised immediately prior to the consummation of such sale, merger,
reorganization or liquidation by applying all sums previously collected from
Participants during the purchase period of such transaction, as converted into
U.S. Dollars on the applicable Monthly Exchange Dates, to the purchase of whole
shares of Stock, subject, however, to the applicable limitations of Section
VII(b). Payroll deductions not yet converted into U.S. Dollars at the time of
such transaction shall be converted from the currency in which paid by the
Foreign Subsidiary into U.S. Dollars on the basis of the exchange rate in effect
at the time of such transaction, and the applicable limitation on the number of
shares of Stock purchasable per Participant shall continue to apply to each
purchase. Should the Corporation sell or otherwise dispose of its ownership
interest in any Foreign Subsidiary participating in the Plan, whether through
merger or sale of all or substantially all of the assets or outstanding capital
stock of that Foreign Subsidiary, then a similar exercise of outstanding
purchase rights shall be effected immediately prior to the
8.
<PAGE> 9
effective date of such disposition, but only to the extent those purchase rights
are attributable to the Employees of such Foreign Subsidiary.
VIII. ACCRUAL LIMITATIONS
(a) No Participant shall be entitled to accrue rights to
acquire Stock pursuant to any purchase right outstanding under this Plan if and
to the extent such accrual, when aggregated with (I) Stock rights accrued under
other purchase rights outstanding under this Plan and (II) similar rights
accrued under other employee stock purchase plans (within the meaning of Section
423 of the Code) of the Company or any Corporate Affiliate, would otherwise
permit such Participant to purchase more than Twenty-Five Thousand U.S. Dollars
(US$25,000) worth of stock of the Company or any Corporate Affiliate (determined
on the basis of the fair market value of such stock on the date or dates such
rights are granted to the Participant) for each calendar year such rights are at
any time outstanding.
(b) For purposes of applying the accrual limitations of
Section VIII(a), the right to acquire Stock pursuant to each purchase right
outstanding under the Plan shall accrue as follows:
(i) The right to acquire Stock under each such
purchase right shall accrue as and when the purchase right first becomes
exercisable on the last business day of each purchase period the right remains
outstanding.
(ii) No right to acquire Stock under any outstanding
purchase right shall accrue to the extent the Participant has already accrued in
the same calendar year the right to acquire Twenty-Five Thousand U.S. Dollars
(US$25,000) worth of Stock (determined on the basis of the fair market value on
the date or dates of grant) pursuant to one or more purchase rights held by the
Participant during such calendar year.
(iii) If by reason of the Section VIII(a)
limitations, one or more purchase rights of a Participant do not accrue for a
particular purchase period, then the payroll deductions which the Participant
made during that purchase period with respect to such purchase rights shall be
promptly refunded in the currency in which paid by the Foreign Subsidiary.
(c) In the event there is any conflict between the provisions
of this Article VIII and one or more provisions of the Plan or any instrument
issued thereunder, the provisions of this Article VIII shall be controlling.
IX. AMENDMENT AND TERMINATION
The Cisco Board may from time to time alter, amend, suspend or
discontinue the Plan with respect to one or more Foreign Subsidiaries; provided,
however, that no such
9.
<PAGE> 10
action shall adversely affect purchase rights at the time outstanding under the
Plan. The Cisco Board may also terminate the Plan in its entirety immediately
following the end of any purchase period. In such event, no further purchase
rights shall thereafter be granted or exercised, and no further payroll
deductions shall thereafter be collected, under the Plan.
X. GENERAL PROVISIONS
(a) The Plan shall become effective on the designated
Effective Date, provided that no purchase rights granted under the Plan shall be
exercised, and no shares of Stock shall be issued hereunder, until the Company
shall have complied with all applicable requirements of the Securities Act of
1933 (as amended), all applicable listing requirements of any securities
exchange on which the Stock is listed and all other applicable requirements
established by law or regulation. In the event such Company compliance is not
effected, within twelve (12) months after the date on which the Plan is adopted
by the Cisco Board, the Plan shall terminate and have no further force or effect
and all sums collected from Participants during the initial purchase period
hereunder shall be refunded in the currency in which paid by the Foreign
Subsidiaries.
(b) The Plan shall terminate upon the earlier of (i) January
3, 2000 or (ii) the date on which all shares available for issuance under the
Plan shall have been sold pursuant to purchase rights exercised under the Plan.
(c) All costs and expenses incurred in the administration of
the Plan shall be paid by the Company or the Foreign Subsidiary.
(d) Neither the action of the Company in establishing the
Plan, nor any action taken under the Plan by the Cisco Board or the Plan
Administrator, nor any provision of the Plan itself shall be construed so as to
grant any person the right to remain in the employ of the Company or any
Corporate Affiliate for any period of specific duration, and such person's
employment may be terminated at any time, with or without cause.
(e) Additional or different provisions for individual Foreign
Subsidiaries may be incorporated in one or more Addenda to the Plan. Such
Addenda shall have full force and effect with respect to the Foreign
Subsidiaries to which they apply. In the event of a conflict between the
provisions of such an Addendum and one or more other provisions of the Plan,
other than the provisions of Article VIII, the provisions of the Addendum shall
be controlling.
10.
<PAGE> 11
Schedule A
Foreign Subsidiaries Participating in the
International Employee Stock Purchase Plan
as of October 1, 1996
Cisco do Brasil Ltda.
Cisco Systems Canada Ltd.
Cisco Systems (Chile) S.A.
Cisco Systems (Colombia) Ltda.
Cisco Sistemas de Redes S.A.
Cisco Systems de Mexico S.A. de C.V.
Cisco Systems Venezuela, C.A.
Cisco Systems Australia Pty Ltd.
Cisco Systems (HK) Ltd.
Cisco Systems (India) Ltd.
Cisco Systems (Korea) Ltd.
Cisco Systems (Malaysia) Sdn. Bhd.
Cisco Systems New Zealand Ltd.
Cisco Systems (USA) Pte. Ltd.
Cisco Systems (Thailand) Ltd.
Cisco Systems Austria GmbH
Cisco Systems Belgium S.A.
Cisco Systems (Czech Republic) s.r.o.
A-1.
<PAGE> 12
Cisco Systems Europe S.A.R.L.
Cisco Systems GmbH
Cisco Systems (Italy) S.r.l.
Cisco Systems (Netherlands) B.V.
Cisco Systems South Africa (Pty) Ltd.
Cisco Systems (Spain), S.L.
Cisco Systems Sweden Aktiebolag
Cisco Systems (Switzerland) AG
Cisco Systems Limited
Nihon Cisco Systems K.K.
A-2.
<PAGE> 1
CISCO SYSTEMS
EMPLOYEE STOCK PURCHASE PLAN ("ESPP")
ENROLLMENT/CHANGE FORM
<TABLE>
<CAPTION>
Action Complete Sections:
------ -----------------
<S> <C> <C>
SECTION 1:
/ / New Enrollment 2, 3, 6, 7 and sign attached
ACTIONS stock purchase agreement
/ / Payroll Deduction Change 2, 4, 7
/ / Terminate Payroll Deductions 2, 5, 7
/ / Beneficiary Change 2, 6, 7
</TABLE>
================================================================================
SECTION 2:
Name__________________________________________________________
PERSONNEL Last First MI Dept.
DATA
Home Address__________________________________________________
Street
______________________________________________________________
City State Zip Code
Social Security #:____-___-______
================================================================================
SECTION 3:
<TABLE>
<S> <C>
/ / Quarter Beginning January 1,
/ / Quarter Beginning April 1,
Payroll Deduction Amount: _____% of base salary*
NEW / / Quarter Beginning July 1,
ENROLLMENT * Must be a multiple of 1% up to a maximum of 10% of
/ / Quarter Beginning October 1, base salary
</TABLE>
================================================================================
SECTION 4:
<TABLE>
<S> <C>
Effective with the I authorize the following new level of payroll
PAYROLL Pay Period Beginning:______________________________ deduction: ________% of base salary*
DEDUCTION Month, Day and Year
CHANGE * Must be a multiple of 1% up to a maximum of 10% of
base salary
</TABLE>
NOTE: ONLY DECREASES ARE ALLOWED ONCE THE PURCHASE PERIOD
HAS BEGUN. The decrease will become effective as
soon as possible following the filing of the change
form. Your ESPP contributions to date will remain
in the Plan.
================================================================================
SECTION 5:
<TABLE>
<S> <C>
Effective with the Your election to terminate your payroll deductions for the
TERMINATE Pay Period Beginning: __________________________ the balance of the purchase period cannot be changed, and
PAYROLL Month, Day and Year you may not rejoin the purchase period at a later date. You
DEDUCTIONS will not be able to resume participation in the ESPP prior
to the commencement of the next purchase period.
</TABLE>
In connection with my voluntary termination of payroll
deductions, I elect the following action regarding my payroll
ESPP deductions to date in the current purchase period:
/ / Purchase Cisco shares at end of the period
OR
/ / Refund payroll ESPP deductions collected
NOTE: If your employment terminates or your eligibility status changes
(less than 20 hrs/wk or less than5 months/yr), you will
immediately cease to participate in the ESPP, and your payroll
ESPP deductions collected in that purchase period will
automatically be refunded to you.
================================================================================
SECTION 6:
Beneficiary Relationship of Beneficiary
BENEFICIARY ----------- ---------------------------
----------------------------------------------------------------
================================================================================
SECTION 7:
AUTHORIZATION
I WOULD LIKE MY CERTIFICATE TO BE ISSUED AS FOLLOWS: (PRINT NAME(S) EXACTLY AS
THEY SHOULD APPEAR.)
/ / My name only, _________________________.
/ / My name, __________________________, and my spouse, _______________________,
AS / / COMMUNITY PROPERTY OR / / AS JOINT TENANTS.
/ / Issued in street name and delivered to my designated brokerage account.
------------------------------ ------------------------------------
Date Signature of Employee
<PAGE> 1
CISCO SYSTEMS, INC.
INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
STOCK PURCHASE AGREEMENT - CISCO ______________________
1. I hereby elect to participate in the Cisco Systems, Inc. ("Company")
International Employee Stock Purchase Plan (the "Plan") for the
six-month purchase period specified below, and I accordingly subscribe
to purchase shares of the Company's Common Stock, in accordance with
this Stock Purchase Agreement and the Plan.
2. I hereby agree that on the last business day of each month during the
six-month purchase period I will pay to Cisco ___________________
[____________] (up to 10% of my total compensation, including base
salary, commissions, overtime and/or bonuses).
3. I understand that my monthly payments will be accumulated for the
purchase of shares of Common Stock on the last business day of each
six-month purchase period. The purchase price per share will be the
lower of (i) 85% of fair market value on the first day of the six-month
purchase period or (ii) 85% of fair market value on the last day of the
six-month purchase period. My accumulated monthly payments will be
converted into U.S. Dollars on the last U.S. business day of each month
on the basis of the exchange rate in effect on that date.
4. I understand that this enrollment will be effective for the duration of
the six-month purchase period specified below and that shares will be
purchased on my behalf unless my participation terminates upon my
withdrawal from the Plan or my cessation of employment with the
Company.
5. I understand that a new purchase period will begin each quarter and
that I may participate in only one six-month purchase period at a time.
6. I understand that a stock certificate for the shares purchased on my
behalf will be deposited into a Company-designated brokerage account on
my behalf as soon as practical after each six-month purchase date.
7. I understand that the Plan sets forth limitations (i) respecting the
maximum number of shares purchasable during a purchase period (96,000
shares) and the number of shares purchasable over the term of the Plan
by an officer or director of the Company (480,000 shares), (ii)
prohibiting the purchase of more than U.S.$25,000 worth of Common Stock
per calendar year, and (iii) prohibiting the grant of purchase rights
to 5% shareholders.
8. I understand that should I die owning shares of Cisco Systems, Inc.
stock or rights to acquire such stock, the stock or rights may subject
my estate to United States federal estate taxes. I understand that I
should seek my own tax advice regarding this potential tax.
9. I acknowledge that I have seen a copy of, and am familiar with, the
official Plan Prospectus summarizing the operation of the Plan. A
complete copy of the actual plan document is attached as Exhibit A to
the Prospectus and is on file at the Company's corporate offices in San
Jose, California. A copy of the Prospectus has been provided to each
regional office.
10. I understand that the Company has the right, exercisable in its sole
discretion, to amend or terminate the Plan at any time, with such
amendment or termination to become effective immediately following the
exercise of purchase rights at the end of each purchase. Should the
Company elect to terminate the Plan, I will have no further rights to
purchase Common Stock pursuant to this Agreement. Upon termination of
employment, purchase rights under this plan will terminate regardless
of whether or not prior notice of termination of employment was given
to me.
11. I acknowledge that I have received and may continue to receive the
opportunity to purchase stock under the Plan. I understand that the
grant of a purchase right in one year or at one time does not in any
way obligate Cisco Systems, Inc. or Cisco ________________ to make a
grant or award in any future year or in any given amount. I acknowledge
and understand that the Plan is wholly discretionary in nature and is
not to be considered part of my normal or expected compensation subject
to severance, resignation, redundancy or similar pay.
12. I hereby authorize and direct Cisco ___________________ to disclose to
Cisco Systems, Inc. or any of its subsidiaries such information
regarding my employment, the nature and amount of my compensation and
the fact and conditions of my participation in the Plan as Cisco
___________________deems necessary to facilitate the administration of
such Plan.
13. I have read this Agreement, and I hereby agree to be bound by the terms
of the Plan. The effectiveness of this Agreement is dependent upon my
eligibility to participate in the Plan.
<TABLE>
<S> <C>
Date:_________________________________________ Signature:________________________________________________
Start Date of Purchase Period: _______________ Printed Name: ____________________________________________
</TABLE>
