CISCO SYSTEMS INC
S-8 POS, 1997-12-10
COMPUTER COMMUNICATIONS EQUIPMENT
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<PAGE>   1
   As filed with the Securities and Exchange Commission on December 10, 1997
                                                       Registration No. 33-87096
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------
                         POST-EFFECTIVE AMENDMENT NO. 1
                                    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)

                             ----------------------

                               CISCO SYSTEMS, INC.
                           1987 STOCK OPTION PLAN(1)
                            (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)

                             ----------------------

This Post-Effective Amendment No. 1 to the Registration Statement shall
hereafter become effective in accordance with the provisions of Section 8(c) of
the Securities Act of 1933.

- -----------------

(1) 68,836,100 shares of Common Stock issuable under the Registrant's
predecessor 1987 Stock Option Plan were transferred to the 1996 Stock Incentive
Plan at the time of its implementation on November 15, 1996, and the predecessor
1987 Stock Option Plan thereupon terminated. The transferred 68,836,100 shares
were previously registered on the following Form S-8 Registration Statements
(Registration Nos. 33-34849, 33-40509, 33-44221, 33-71860, 33-87096 and
333-01069). Any of those registered shares of Common Stock which remained
unissued as of the November 15, 1996 effective date of the successor 1996 Stock
Incentive Plan were transferred to the 1996 Stock Incentive Plan at that time
for subsequent issuance thereunder. No further option grants or stock issuances
will be made under the predecessor 1987 Stock Option Plan.



<PAGE>   2

                                   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 9th day of December, 1997.

                                       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                 December 9, 1997
- ----------------------------      Officer and Director (Principal                                           
John T. Chambers                  Executive Officer)
                                  



/s/ LARRY R. CARTER               Vice President, Finance and                December 9, 1997
- ----------------------------      Administration, Chief Financial                                          
                                  Officer and Secretary
                                  (Principal Financial and 
                                  Accounting Officer)



/s/ JOHN P. MORGRIDGE             Chairman of the Board                      December 9, 1997
- ----------------------------      and Director                                                             


</TABLE>



                                       2.

<PAGE>   3


<TABLE>
<CAPTION>

Signatures                        Title                                             Date
- ----------                        -----                                             ----
<S>                               <C>                                        <C> 
/s/ DONALD T. VALENTINE           Director                                   December 9, 1997
- ---------------------------                                                  
Donald T. Valentine



/s/ JAMES F. GIBBONS              Director                                   December 9, 1997
- ---------------------------                                                  
James F. Gibbons



/s/ ROBERT L. PUETTE              Director                                   December 9, 1997
- ---------------------------                                                  
Robert L. Puette



/s/ MASAYOSHI SON                 Director                                   December 9, 1997
- ---------------------------                                                  
Masayoshi Son



/s/ STEVEN M. WEST                Director                                   December 9, 1997
- ---------------------------                                                  
Steven M. West



/s/ RICHARD M. MOLEY              Director                                   December 9, 1997
- ---------------------------                                                  
Richard M. Moley



/s/ EDWARD KOZEL                  Director                                   December 9, 1997
- ---------------------------                                                  
Edward Kozel



/s/ CAROL BARTZ                   Director                                   December 9, 1997
- ---------------------------                                                  
Carol Bartz

</TABLE>

                                       3.


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