<PAGE> 1
December 8, 1997
VIA EDGAR
Securities and Exchange Commission
Division of Corporate Finance
Judiciary Plaza
450 5th Street, N.W.
Washington, D.C. 20549
Attention: Filing Desk
Re: Prospectus Supplement (the "Prospectus Supplement") to
the Prospectus dated August 14, 1997 (the "Prospectus")
relating to the Registration Statement (No. 333-33663)
on Form S-3 of Cisco Systems, Inc. (the "Company") in
connection with the registration of 1,801,182 shares of
the Company's Common Stock, no par value.
Ladies and Gentlemen:
On behalf of our client, the Company, and pursuant to Rule 424(b)
and (c) of the Securities Act of 1933, as amended (the "Act"), we are submitting
herewith for filing under the Act, a Prospectus Supplement pursuant to Rule
424(c).
Pursuant to the requirements of Rule 424(c), the first page of
each copy of the Prospectus Supplement filed herewith includes a cross reference
to the date of the Prospectus. In addition, pursuant to the requirements of Rule
424(e), each copy of the Prospectus Supplement filed herewith contains in the
upper right corner of the cover page the paragraph of Rule 424 (Rule 424(b)(3)
and (c)) under which this filing is made and the file number of the Registration
Statement.
Very truly yours,
/s/ Anna A. Ruiz
-------------------------------
Anna A. Ruiz
cc: Dan Scheinman, Esq. (Cisco Systems, Inc.)
Theresa Chase (Charles Schwab)
Michael J. Casey, Esq. (Brobeck Phleger & Harrison)
<PAGE> 2
Filed Pursuant to Rule 424(b)(3) and (c)
File Number 333-17839
PROSPECTUS SUPPLEMENT DATED DECEMBER 8, 1997
to
Prospectus Dated August 14, 1997
1,801,182 SHARES
CISCO SYSTEMS, INC.
COMMON STOCK
This Prospectus Supplement supplements the Prospectus dated August 14,
1997 (the "Prospectus") of Cisco Systems, Inc. (the "Company") relating to the
public offering, which is not being underwritten, and sale by certain
shareholders of the Company or by pledgees, donees, transferees or other
successors in interest that receive such shares as a gift, partnership
distribution or other non-sale related transfer (the "Selling Shareholders") of
1,801,182 shares of Common Stock, no par value, of the Company (the "Common
Stock") who received such shares in connection with the acquisition by statutory
merger of Ardent Communications Corporation ("Ardent"), by and through a merger
of Ardent with and into the Company. This Prospectus Supplement should be read
in conjunction with the Prospectus, and this Prospectus Supplement is qualified
by reference to the Prospectus except to the extent that the information herein
contained supersedes the information contained in the Prospectus. Capitalized
terms used in this Prospectus Summary and not otherwise defined herein have the
meanings specified in the Prospectus.
SELLING SHAREHOLDERS
The following table sets forth the number of shares of Common Stock
owned by shareholders of the Company who were not specifically identified in the
Prospectus as Selling Shareholders. The table of Selling Shareholders in the
Prospectus is hereby amended to include the following shareholders as Selling
Shareholders:
<TABLE>
<CAPTION>
Number of
Shares
Number of Registered
Shares Percent of for
Beneficially Outstanding Sale
Name of Selling Shareholder Owned Shares Hereby(1)
- --------------------------- ----- ------ ---------
<S> <C> <C> <C>
A-Wei Wang Chen 3,018 * 3,018
Wan-Chu Chou 3,018 * 3,018
Yi-Lung Chen 3,018 * 3,018
San-Lang Chen 3,018 * 3,018
Ping-Huang Chen 3,018 * 3,018
Long-Lan Chen 3,018 * 3,018
Yin-Chieh Chen 36,220 * 36,220
</TABLE>
<PAGE> 3
<TABLE>
<S> <C> <C> <C>
Yu-Nu Chen 3,018 * 3,018
Shyh-Yih Hao 18,110 * 18,110
Han-Min Chang 755 * 755
Chemgye Hwang 1,510 * 1,510
Yin-Chieh Chen 3,018 * 3,018
Yu-Nu Chen 3,018 * 3,018
Wei-Te Chiang 3,018 * 3,108
Po-Wen Chen 3,018 * 3,018
Huey-Ning Chang 3,018 * 3,018
Han-Ning Chang 3,018 * 3,018
</TABLE>
- -------------------------------
* less than one percent
(1) This Registration Statement shall also cover any additional shares of Common
Stock which become issuable in connection with the shares registered for sale
hereby 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 Selling Shareholders' outstanding shares of
Common Stock.
