<PAGE> 1
Filed Pursuant to Rule 424(b)(3) and (c)
File Number 333-17839
PROSPECTUS SUPPLEMENT DATED APRIL 1, 1997
to
Prospectus Dated December 19, 1996
1,088,784 Shares
Cisco Systems, Inc.
Common Stock
This Prospectus Supplement supplements the Prospectus dated December
19, 1996 (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
1,088,784 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 Netsys Technologies, Inc. ("Netsys"), by and through a
merger of Netsys 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
Footnote (6) below (the "Footnote") sets forth shareholders of the
Company who were not specifically identified in the Prospectus as Selling
Shareholders. The shareholders identified in the Footnote below may receive
shares of Common Stock through partnership distributions. The table of Selling
Shareholders in the Prospectus is hereby amended to include the shareholders
identified in the Footnote as Selling Shareholders:
<TABLE>
<CAPTION>
Number of
Shares
Number of Shares Percent of Registered for
Beneficially Outstanding Sale
Name of Selling Shareholder Owned Shares Hereby(1)
- --------------------------- ---------------- ----------- --------------
<S> <C> <C> <C>
BVP III Special Situations L.P.(6) 3,768 * 3,768
</TABLE>
- ---------------
* less than one percent
(6) Subsequent to the date of this Prospectus Supplement, the shares held by
BVP III Special Situations L.P. ("BVP III SS") may be distributed to
the general partner of BVP III SS, Deer III & Co. LLC ("Deer III") and
Neill H. Brownstein; Robert H. Buescher; G. Felda Hardymon; Christopher
F.O. Gabrieli; William T. Burgin; David J. Cowan; Michael I. Barach the
general partners of Deer III and Richard L. Gelb, John A. Moran and
Reuben F. Richards the limited partners of BVP SS III.
2.
