<PAGE> 1
Filed Pursuant to Rule 424(b)
File No. 333-17839
1,088,784 SHARES
CISCO SYSTEMS, INC.
COMMON STOCK
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This Prospectus relates to the public offering, which is not being
underwritten, of 1,088,784 shares of Common Stock, no par value per share, of
Cisco Systems, Inc. ("Cisco", the "Company" or the "Registrant"). All 1,088,784
shares (the "Shares") may be offered 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"). All of the Shares were originally issued
by the Company in connection with the acquisition by statutory merger of NETSYS
Technologies, Inc. ("Netsys"), by and through a merger of Netsys with and into
the Company. The Shares were issued pursuant to an exemption from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"), provided by Section 4(2) thereof. The Shares are being
registered by the Company pursuant to section 1.10 of the Agreement and Plan of
Reorganization between Cisco and Netsys.
The Shares may be offered by the Selling Shareholders from time to time
in transactions in the over-the-counter market, in negotiated transactions, or a
combination of such methods of sale, at fixed prices which may be changed, at
market prices prevailing at the time of sale, at prices related to prevailing
market prices or at negotiated prices. The Selling Shareholders may effect such
transactions by selling the Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Shareholders and/or the purchasers of the Shares
for whom such broker-dealers may act as agents or to whom they sell as
principals, or both (which compensation as to a particular broker-dealer might
be in excess of customary commissions). See "Plan of Distribution."
The Company will not receive any of the proceeds from the sale of the
Shares. The Company has agreed to bear certain expenses in connection with the
registration of the Shares being offered and sold by the Selling Shareholders.
The Company's Common Stock is quoted on the Nasdaq National Market under
the symbol "CSCO." On December 6, 1996 the average of the high and low price for
the Common Stock was $64.25.
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The Selling Shareholders and any broker-dealers or agents that
participate with the Selling Shareholders in the distribution of the Shares may
be deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act, and any commissions received by them and any profit on the
resale of the Shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is December 19, 1996
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No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus in connection with
the offering made hereby, and if given or made, such information or
representations must not be relied upon as having been authorized by the
Company, any Selling Shareholder or by any other person. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that information herein is correct as of any time
subsequent to the date hereof. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any security other than the securities
covered by this Prospectus, nor does it constitute an offer to or solicitation
of any person in any jurisdiction in which such offer or solicitation may not
lawfully be made.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements, information statements and
other information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements and other information filed by the
Company may be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's Regional Offices located at 75 Park Place,
New York, New York 10007 and 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Copies of such material can be obtained by mail from the
Public Reference Branch of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. The Common Stock of the Company is
quoted on the Nasdaq National Market, and such material may also be inspected at
the offices of Nasdaq Operations, 1735 K Street N.W. Washington, D.C. 20006. The
Commission maintains a World Wide Web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission. The address of the Commission's web site is
http://www.sec.gov.
The Company has filed with the Commission a registration statement on
Form S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act") with respect to the Common Stock offered hereby. This
Prospectus does not contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information regarding the Company and
the Common Stock offered hereby, reference is hereby made to the Registration
Statement and to the exhibits and schedules filed therewith. The Registration
Statement, including the exhibits and schedules thereto, may be inspected at the
public reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549 and copies of all or any part thereof may
be obtained from such office upon payment of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission (File No. 0-18225)
pursuant to the Exchange Act are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
July 28, 1996;
2. The Company's Current Report on Form 8-K filed October 1, 1996, as
amended on Form 8- K/A filed on October 15, 1996;
3. Definitive Proxy Statement dated October 7, 1996, filed in connection
with the Company's 1996 Annual Meeting of Shareholders; and
4. The description of the Company's Common Stock, no par value per
share, contained in its Registration Statement on Form 8-A dated January 8,
1990, including any amendment or report filed for the purpose of updating such
description.
2.
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5. All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering.
Any statement contained in a document incorporated by reference herein
shall be deemed to be incorporated by reference in this Prospectus and to be
part hereof from the date of filing of such documents. Any statement modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus. The Company will provide without charge to
each person to whom this Prospectus is delivered a copy of any or all of such
documents which are incorporated herein by reference (other than exhibits to
such documents unless such exhibits are specifically incorporated by reference
into the documents that this Prospectus incorporates). Written requests for
copies should be directed to Larry R. Carter, Vice President and Chief Financial
Officer, at the principal executive offices of Cisco Systems, Inc., 255 West
Tasman Drive, San Jose, California 95134. The Company's telephone number is
(408) 526-4000.
3.
<PAGE> 4
THE COMPANY
The principal executive offices of Cisco are located at 255 West Tasman
Drive, San Jose, California, 95134. Cisco's telephone number is (408) 526-4000.
PLAN OF DISTRIBUTION
The Company will receive no proceeds from this offering. The Shares
offered hereby may be sold by the Selling Shareholders from time to time in
transactions in the over-the-counter market, in negotiated transactions, or a
combination of such methods of sale, at fixed prices which may be changed, at
market prices prevailing at the time of sale, at prices related to prevailing
market prices or at negotiated prices. The Selling Shareholders may effect such
transactions by selling the Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Shareholders and/or the purchasers of the Shares
for whom such broker-dealers may act as agents or to whom they sell as
principals, or both (which compensation as to a particular broker-dealer might
be in excess of customary commissions).
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
The Selling Shareholders and any broker-dealers or agents that
participate with the Selling Shareholders in the distribution of the Shares may
be deemed to be "underwriters" within the meaning of the Securities Act, and any
commissions received by them and any profit on the resale of the Shares
purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act.
Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the Shares may not simultaneously engage
in market making activities with respect to the Common Stock of the Company for
a period of two business days prior to the commencement of such distribution. In
addition and without limiting the foregoing, each Selling Shareholder will be
subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including, without limitation, Rules 10b-6 and 10b-7,
which provisions may limit the timing of purchases and sales of shares of the
Company's Common Stock by the Selling Shareholders.
4.
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SELLING SHAREHOLDERS
The following table sets forth the number of shares of Common Stock
owned by each of the Selling Shareholders. Except as indicated, none of the
Selling Shareholders has had a material relationship with the Company within the
past three years other than as a result of the ownership of the Shares or other
securities of the Company. Because the Selling Shareholders may offer all or
some of the Shares which they hold pursuant to the offering contemplated by this
Prospectus, and because there are currently no agreements, arrangements or
understandings with respect to the sale of any of the Shares, no estimate can be
given as to the amount of Shares that will be held by the Selling Shareholders
after completion of this offering. The Shares offered by this Prospectus may be
offered from time to time by the Selling Shareholders named below.
<TABLE>
<CAPTION>
Number of Number of
Shares Percent of Shares
Beneficially Outstanding Registered for
Name of Selling Shareholder Owned Shares Sale Hereby
- --------------------------- ------------ ----------- ---------------
<S> <C> <C> <C>
Kamalesh A. Amin 4,922 * 4,922
Omar Baldonado 5,168 * 5,168
Michael I. Barach 444 * 444
Bessemer Venture Partners III, L.P. 98,712 * 98,712
William Gordon Braide 11,813 * 11,813
Steven M. and Patricia Brand 6,152 * 6,152
Brimstone Island Company, L.P. 2,510 * 2,510
Gary F. Brown & Deborah M. Brown 2,953 * 2,953
Family Trust,
Gary F. & Deborah M. Brown
TTEES dated 02/10/95
Neill H. Brownstein 889 * 889
Robert H. Buescher 622 * 622
William T. Burgin 2,359 * 2,359
BVP III Special Situations L.P. 3,768 * 3,768
Richard Cariaso 442 * 442
Chin-Chin Samantha Chen 265 * 265
Trustee, WSGR Retirement Plan FBO 222 222
Kenneth Clark
Rodney A. Cohen 266 * 266
David J. Cowan 590 * 590
Richard R. Davis 885 * 885
Georgia D. Dow and Marilyn Nyborg, 442 * 442
Trustees of the Nyborg-Dow Trust
dated January 8, 1996
Joel Evanier 17,719 * 17,719
Abdul F. Fakhoury Family Trust and 2,461 * 2,461
Olive Marian Fakhoury Family Trust
Jamal A. and Tamal Fakhoury 2,584 * 2,584
Emad A.F. and Muna M. Fakhoury 2,461 * 2,461
Riadh A. Fakhoury and Manal A. Fakhoury 46,760 * 46,760
</TABLE>
5.
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<TABLE>
<CAPTION>
Number of Number of
Shares Percent of Shares
Beneficially Outstanding Registered for
Name of Selling Shareholder Owned Shares Sale Hereby
- --------------------------- ------------ ----------- ---------------
<S> <C> <C> <C>
Mark Fountaine 738 * 738
Christopher F.O. Gabrieli 4,299 * 4,299
Gabrieli Family Foundation 570 * 570
Stephen E. Garritano 3,691 * 3,691
Susan Girgis 2,953 * 2,953
Adam P. Godfrey 266 * 266
Richard Greenberg 738 * 738
G. Felda Hardymon 5,253 * 5,253
Bruce Hayek 1,771 * 1,771
Barbara M. Henagan 442 * 442
H. Joseph Horowitz and
Joele L. Horowitz, TTEES of the Horowitz 23,644 * 23,644
Family Trust UTD 11/06/89
Thomas G. Kluberton 12,587 * 12,587
Anna Lam 6,644 * 6,644
Robert P. Latta 222 * 222
Kim Lee-Thorp 2,953 * 2,953
James Lespasio 738 * 738
Michael Lloyd 2,953 * 2,953
Peter A. Luchetti and Emily W. Luchetti 2,214 * 2,214
as Co-Trustees of the Luchetti Livin
Trust dated May 12, 1992
Herbert S. Madan 350,568 * 350,568
James McGuire 90,341 * 90,341
Network General Corporation 32,101 * 32,101
Ronald E. New and Mara Beltrami New 26,087 * 26,087
Kirsten Olney 1,107 * 1,107
Gautam A. Prakash 311 * 311
Ann H. Peden 1,033 * 1,033
Richard Pelavin 90,341 * 90,341
Chi Kim Pham 7,752 * 7,752
John T. and June L. Poppleton 10,165 * 10,165
Quentin Corporation 1,334 * 1,334
Margit Raboff 3,691 * 3,691
Elise Raphael 1,476 * 1,476
John Kosmas Rodakis 266 * 266
Annemarie Rudolf 7,383 * 7,383
Thomas F. Ruhm 177 * 177
Sequoia 1995(2) 1,244 * 1,244
</TABLE>
6.
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<TABLE>
<CAPTION>
Number of Number of
Shares Percent of Shares
Beneficially Outstanding Registered for
Name of Selling Shareholder Owned Shares Sale Hereby
- --------------------------- ------------ ----------- ---------------
<S> <C> <C> <C>
Sequoia XXIV(2) 2,668 * 2,668
Sequoia Technology Partners VI(2) 4,891 * 4,891
Sequoia Capital VI(2) 89,021 * 89,021
Eric Siegel 4,872 * 4,872
Aspi Siganporia 3,691 * 3,691
Martha Smith 147 * 147
Rabrindra Lal Soni 295 * 295
Susan Spaan 1,107 * 1,107
Philip G. Speck 2,953 * 2,953
David Speicher 2,214 * 2,214
Anthony T. Su 2,953 * 2,953
John N. Tannebring 20,673 * 20,673
Heather Thatcher 73 * 73
Richard C. and Mary Jane 4,195 * 4,195
Thompson Trustees of the
Richard C. and Mary Jane
Thompson Revocable Trust
dated October 31, 1985
Ronald Vincent 2,953 * 2,953
Del White 2,953 * 2,953
Anne Wilson 11,813 * 11,813
David W. Wong 8,121 * 8,121
Roger G. Wood 2,584 * 2,584
WS Investments 95 2,223 * 2,223
Robert Zuckerman 4,922 * 4,922
Total 1,088,784 1,088,784
</TABLE>
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* Represents beneficial ownership of less than 1%.
(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 divided, 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) Donald T. Valentine, a general partner of Sequoia Capital, is Vice Chairman
of the Board of the Company and may be deemed to share voting and investment
power with respect to such shares. Mr. Valentine disclaims beneficial ownership
of such shares except to the extent of his interest in such shares arising from
his interests in the Sequoia entities referred to above.
7.
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LEGAL MATTERS
The validity of the securities offered hereby will be passed upon for the
Company by Brobeck, Phleger & Harrison LLP, Palo Alto, California.
EXPERTS
The consolidated balance sheets as of July 28, 1996 and July 30, 1995 and the
consolidated statements of income, retained earnings, and cash flows for each of
the three years in the period ended July 28, 1996, incorporated by reference in
this prospectus, have been incorporated herein in reliance on the report of
Coopers & Lybrand L.L.P., independent accountants, given on the authority of
that firm as experts in accounting and auditing.
8.
