<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 2, 1998
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CISCO SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
----------
CALIFORNIA 77-0059951
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
----------
255 WEST TASMAN DRIVE
SAN JOSE, CALIFORNIA 95134
(408) 526-4000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------
JOHN T. CHAMBERS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CISCO SYSTEMS, INC.
255 WEST TASMAN DRIVE
SAN JOSE, CALIFORNIA 95134
(408) 526-4000
(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
----------
Copy to:
THERESE A. MROZEK, ESQ.
DAVID A. MAKARECHIAN, ESQ.
BROBECK, PHLEGER & HARRISON LLP
TWO EMBARCADERO PLACE
2200 GENG ROAD
PALO ALTO, CALIFORNIA 94303
(650) 424-0160
----------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
----------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
Title of Each Amount Proposed Maximum Proposed Maximum Amount
Class of Securities to Be Offering Aggregate of Registration
to be Registered Registered Price Per Share(1) Offering Price(1) Fee
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 2,513,309 $66.1875 $166,349,639.44 $49,073.14
$0.001 par value per share
========================================================================================================================
</TABLE>
(1) The price of $66.1875, which was the average of the high and low prices of
the Common Stock on the Nasdaq National Market System on February 26, 1998, is
set forth solely for the purpose of computing the registration fee pursuant to
Rule 457(c).
----------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
<PAGE> 2
2,513,309 SHARES
CISCO SYSTEMS, INC.
COMMON STOCK
This Prospectus relates to the public offering, which is not being
underwritten, of 2,513,309 shares of Common Stock, par value of $0.001 per
share, of Cisco Systems, Inc. (the "Company" or the "Registrant"). All 2,513,309
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 of LightSpeed International,
Inc. ("LightSpeed"), by and through the acquisition of all of the common and
preferred stock and options to purchase common stock of LightSpeed whereby
LightSpeed was merged with and into the Company with the Company as the
surviving corporation. 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 the Agreement and Plan of Merger between
the Company and LightSpeed.
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 February 26, 1998, the average of the high and low price
for the Common Stock was $66.1875.
----------
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.
----------
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 March 2, 1998
<PAGE> 3
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 thereto, referred to
as the "Registration Statement") under 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 26, 1997, filed October 22, 1997;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
October 25, 1997 filed on December 9, 1997;
3. The Company's Current Reports on Form 8-K filed on February 11, 1998,
and on September 9, 1997, August 22, 1997.
4. Definitive Proxy Statement dated October 1, 1997, filed on October 1,
1997 in connection with the Company's 1997 Annual Meeting of Shareholders;
2.
<PAGE> 4
5. The description of the Company's Common Stock, $0.001 par value per
share, contained in its Registration Statement on Form 8-A filed on January 8,
1990, including any amendment or report filed for the purpose of updating such
description; and
6. 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, Chief Financial Officer and
Secretary, 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> 5
THE COMPANY
The principal executive offices of the Company are located at 255 West
Tasman Drive, San Jose, California 95134. The Company'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, Regulation M, which
provisions may limit the timing of purchases and sales of shares of the
Company's Common Stock by the Selling Shareholders.
4.
<PAGE> 6
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(1)
- --------------------------- ------------ ----------- --------------
<S> <C> <C> <C>
Allen Andersson(2) 203,387 * 203,387
The Applegate and Collatos 1,941 * 1,941
Incorporated Profit Sharing
Plan and Trust
Kim M. AuBuchon 2,945 * 2,945
David M. Baum 2,019 * 2,019
Caramia LLC 2,426 * 2,426
Brendan Joseph Cassin and 1,941 * 1,941
Isabel B. Cassin, Trustees of the
Cassin Family Trust U/D/T dtd
1/31/96
Eagle Ventures, L.L.C.(3) 14,392 * 14,392
Eagle Ventures II, L.L.C.(4) 4,073 * 4,073
IAI U.S. Venture Fund I, L.P.(5) 90,905 * 90,905
IAI U.S. Venture Fund II, L.P.(6) 109,980 * 109,980
Japan Associated Finance Co. 10,044 * 10,044
Ltd.
JAFCO G-5 Investment 40,177 * 40,177
Enterprise Partnership
U.S. Information Technology 200,888 * 200,888
Investment Partners
Robert W. Kaumans 504 * 504
Ian F. Landy(7) 235,652 * 235,652
</TABLE>
5.
<PAGE> 7
<TABLE>
<CAPTION>
Number of Number of
Shares Percent of Shares
Beneficially Outstanding Registered for
Name of Selling Shareholder Owned Shares Sale Hereby(1)
- --------------------------- ------------ ----------- --------------
<S> <C> <C> <C>
The Forrest Landy Irrevocable 20,198 * 20,198
Trust
The Sebastian Landy Irrevocable 20,198 * 20,198
Trust
Karen Landy 20,198 * 20,198
Wai-Kit Li 504 * 504
Donald L. Lucas, Successor 1,941 * 1,941
Trustee, Donald L. Lucas
Serge Pashenkov 820 * 820
Sevin Rosen Fund V, L.P.(8) 532,020 * 532,020
Sevin Rosen V Affiliates Fund(9) 22,745 * 22,745
L.P.
Sevin Rosen Bayless 2,406 * 2,406
Management Company
Gerardo Rosenkranz 1,213 * 1,213
RWI Group, L.P. 5,096 * 5,096
University of California, 4,051 * 4,051
Berkeley Foundation
Vanguard V, L.P.(10) 418,107 * 418,107
Lev Volftsun(7) 266,067 * 266,067
Ilona Kirzhner, Trustee of the 15,091 * 15,091
Lana T. Volftsun Irrevocable
Trust
Ilona Kirzhner, Trustee of the 15,091 * 15,091
Stephanie S. Volftsun
Irrevocable Trust
Patrick M. Walsh 2,061 * 2,061
Worldview Technology 82,738 * 82,738
Partners, L.P.(11)
Worldview Technology 32,247 * 32,247
</TABLE>
6.
<PAGE> 8
<TABLE>
<CAPTION>
Number of Number of
Shares Percent of Shares
Beneficially Outstanding Registered for
Name of Selling Shareholder Owned Shares Sale Hereby(1)
- --------------------------- ------------ ----------- --------------
<S> <C> <C> <C>
International, L.P.(12)
Worldview Strategic Partners I, 7,126 * 7,126
L.P.(13)
WPG Enterprise Fund II, L.P.(14) 66,673 * 66,673
Weiss, Peck & Greer Venture 55,439 * 55,439
Associates III, L.P.(14)
*
--------- ---------
TOTAL 2,513,309 * 2,513,309
</TABLE>
- ----------
* 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) Excludes shares which may be distributed to such person as a distribution
in such person's interest in Worldview Technology Partners, L.P. and Worldview
Strategic Partners I, L.P.
(3) Subsequent to the date of this Prospectus, the shares held by Eagle
Ventures, L.L.C. may be distributed to Jeff Applebaum, James Behnke, Jim Beloff,
Archie Black, Anthony Daffer, Kip Knelman, Angelina Lawton, Adriana Rahn, Mark
Rahn, Noel Rahn, Noel Rahn, Jr., Chris Smith, Jim Sorenson, R. David Spreng,
Rich Struthers and Jeffrey Tollefson.
(4) Subsequent to the date of this Prospectus, the shares held by Eagle Ventures
II, L.L.C. may be distributed to Jeff Applebaum, James Behnke, Jim Beloff,
Archie Black, Anthony Daffer, Susan Haedt, Ron Hendricksen, Bill Joas, Kip
Knelman, Angelina Lawton, Adriana Rahn, Mark Rahn, Noel Rahn, Noel Rahn Jr.,
Chris Smith, Jim Sorenson, R. David Spreng, Rich Struthers, Jeffrey Tollefson
and Scott Wolf.
(5) Subsequent to the date of this Prospectus, the shares held by IAI U.S.
Venture Fund I, L.P. may be distributed to Massachusetts Bay Transportation
Authority Retirement Fund, TSB Group Pension Trust Limited, Babylone Investment,
Cook & Cie Group, Becharo N.V., Overseas International Ltd., Caroline Hunt Trust
Estate, Camrose Services, Ltd., Packard Holdings, B.I. Lipworth & Co., Limited,
Fidulex Mgmnt\UBP and IAI Ventures, Inc. (General Partner).
(6) Subsequent to the date of this Prospectus, the shares held by IAI U.S.
Venture Fund II, L.P. may be distributed to Minnesota State Board of Investment,
The Permanent University Fund of the State of Texas (UTIMCO), Board of Regents
of University of Texas System (UTIMCO), Active International Investment Fund
(Daiwa Bank), Massachusetts Bay Transportation Authority Retirement Fund, Pictet
& Cie, Polux Investment Corporation, City of Austin Police Retirement System,
ADEC Investment L.P. II, Cook & Cie, S.A., Farm Bureau Life Insurance Company,
TSB Group Pension Trust Limited, Dain Bosworth, Incorporated, Wisconsin Alumni
Research Foundation, Becharo N.V., Arend John Kuijvenhoven, JVK, L.P., Babylone
Investment, Caroline Hunt Trust Estate, Phillips Partners, Ltd., Ronald Mankoff,
Minneapolis Police Relief Association, Iowa Farm Bureau Federation, Overseas
International Ltd., Fidulex Management Inc., BL Investments Limited, Herbert P.
Koch Trust, Camrose Services, Ltd., Burstein Hertogs Olsen & McFarland, P.A.
Profit Sharing Plan and Trust, Samuel Hertogs, Lawin Enterprises LLC, Paul
Colombo, Thomson Family Partners, John E. Lindahl, Rolf C. Dienst, Jochen
Wawersic, Paul Ranheim, Todd Peterson, Sean Hill and IAI Ventures, Inc. (General
7.
<PAGE> 9
Partner).
(7) Excludes shares which may be distributed to such person as a distribution in
such person's interest in Worldview Technology Partners, L.P.
(8) Subsequent to the date of this Prospectus, the shares held by Sevin Rosen
Fund V, L.P. may be distributed to Leeway & Company, LACERA, Miami Corporation,
St. Paul Fire & Marine Insurance Company, BankAmerica Capital Corporation, Inc.,
Rho Management Trust I, The Minnesota Mutual Life Insurance Company,
Knightsbridge Integrated Holdings II Partnership, The Northern Trust Co. as
Trustee of the Vulcan Materials Company Master Pension Trust, Hudson Trust,
Kemper Technology Fund, Lawrenceville School, Rolf Stadheim, Esq., JAFCO Co.
Ltd, Mellon Trust as Trustee for GMI/DRI Investment Trust, UST Private Equity
Investors Fund, Inc., Clark Partners III, L.P., Hunt Financial Corporation,
Cutler Oil & Gas Corporation, Paulos Investments, Ltd., State Street Bank &
Trust Company as Trustee for Baxter International Inc. & Subsidiaries Pension
Trust, Barbara Oil Company, J.F. Shea Company, Inc. as Nominee 1995-23, Standard
Mortgage Company, Frank Russell Trust Company as Trustee for Roche Retirement
Plans' Master Trust, Carrara Venture Fund, Ltd., L.J. Sevin Benevolent Fund, A.
Segal Holdings, Inc., David B. Weinberg, Trustee of the Marjorie G. Weinberg
Marital Trust, Polkview Corporation, William and Julie A. Wrigley, Michael
Price, James A. Delany III Declaration of Trust 6-9-93, Northern Trust Co. &
Frank H. Detweiler as Trustees U/A DTD 06-01-64 w/W.S. McCormack 02-30022, James
E. Guth IRA, Silicon Valley Bancshares, Theodore Johnson, Baer Family
Partnership, Charles Schroeder, Fourth KDW Partners, John Ochsner, Vertex
Partners, L.P., Bali Home LLC, Kent Fuka, Negrin Family Trust - 1996 - u/t/a
11/22/96, McMurtry Family Trust UA 08/04/82, B.J. McMurtry, Trustee, Stephen L.
Domenik, Charles H. Phipps, Mary Claire Aschenbrener Phipps, Christopher D.
Phipps Trust U/A December 9, 1993, Ann E. Phipps Trust U/A/ December 9, 1993,
Charles J. Phipps Trust U/A/ December 10, 1993, Jon W. Bayless, Jennifer Gill
Roberts, John V. Jaggers, Stephen M. Dow, C. Eugene Ennis, Imperial Creditcorp,
Gorman Children's Trust I, Gorman Children's Trust II, Dennis J. Gorman and SRB
Associates V L.P.
(9) Subsequent to the date of this Prospectus, the shares held by Sevin Rosen V
Affiliates Fund may be distributed to Benjamin M. Rosen, William W. Lattin,
Rosetta Stone Corporation, Marver Living Trust dated 12/24/92, Lucas Trust DTD
12-3-84, Kilin To, Ekhard Pfeiffer, Kevin J. McGarity, R. Dale Ross, Eureka
Investments, L.P., Morton H. Meyerson, Michael J. Callahan, G. Ward Paxton,
David I. Epstein, James E. Bessen, Marc R. Hannah, Theodore Johnson, Lawrence
Owen Brown Family Trust U/D/T 10/30/87, David I. Caplan, C. Eugene Ennis, Bass
Trust U/D/T dated 4/29/88, Tracy T. Lefteroff, McMurtry Family Trust UA
08/04/82, B.J. McMurtry, Trustee, Max D. Hopper, William D. Jobe, Dixon and
Carol Doll Family Trust, Fabbio Family Limited Partnership, George T. Hawley,
James I. Cash & Clemmie I. Cash TTEES, William G. Bock, Eric L. Jones, Higgerson
Revocable Trust UAD 4/6/90, John W. White, Melvin Sharp, Dick H. Moeller, Jackie
R. Kimzey, Robert W. Stearns, Roger W. Roberts, Steven J. Wallach, James H. Van
Tassel, Jack S. Kilby, Negrin Family Trust - 1996 - u/t/a 11/22/96, E. Oran
Brigham, Selina Y. Lo, Trustee of the Selina Y. Lo Trust U/D/T dated 07/22/97,
Thurman John Rodgers, David F. Bellet, MLPF&S CUST FBO Reese S. Terry - IRA A/C#
589-21109, Terrence L. Rock, Kevin C. McDonough, James H. Clardy, Stephen J.
Gaal, Tyrone Farrar Pike, Robert J. Paluck, William E. Ladin, Robert V.
Gunderson, Grant A. Dove, Jack M. Gill, VLG Investments 1996, Pallab Chatterjee,
Thomas S. Huseby, Edward F. West, Craig W. Johnson, DMW Investors '96 LLC,
University of Michigan Business School Growth Fund and SRB Associates V L.P.
(10) Subsequent to the date of this Prospectus, the shares held by Vanguard V,
L.P. may be distributed to Apfelberg Family Trust, Archibald Family Trust, Bass
Trust Dated 4/29/88, Paul Buchner, Cassin Family Trust, James Delaney
Declaration of Trust dated 6/9/93, Klaus Derge, Dion Family Trust, Richard
Driehaus, Herbert Dwight, Equifax, F&W Venture Investors, Walter & Judith
Flamenbaum, William E. & Kahala-Ann Gibson, Jason Gill, Jefferson Gill, Jennifer
Gill, Tyler Gill, GTLD, Limited, Thomas & Melba Harken, Helzel Kirshman, L.P.,
Amy Higgerson, Carolyn Higgerson, Higgerson Revocable Living Trust, Investment
Advisers, Inc., Japan Associated Finance Company Ltd., Bruce Jenett Money
Purchase Pension Plan, Jonathan Lach, Richard Lucas Cancer Foundation, Bruce
Mackler, Dennis Maruyama, MGVF II, Ltd., Mrs. Jesse E. Mills, Minnesota Mutual
Life Insurance Co., L.P. Moussekido, Negrin Family Trust, Anne Pattee, Gordon
Pattee, Pyramide Partnership, L.P., Michael Pytel, Steven Pytel, John Pytel,
Stan & Kathryn Pytel, William D. Rau, RBI Partners V, James Reichert, Philip J.
Romano, Gerardo Rosenkranz, Ricardo Rosenkranz, Roberto Rosenkranz, Rosetree
Partners, Science Futures, Inc., Science Futures Money Purchase Pension Plan,
Rich Shapero, Silicon Valley Bancshares, SSB Foundation, Master Trust for
Tredegar Industries, Tredegar Investments, United of Omaha Life Insurance
Company, United States Trust Company of New York, University of Richmond,
University of Tennessee, and Vanguard V Venture Partners, LLC.
8.
<PAGE> 10
(11) Subsequent to the date of this Prospectus, the shares held by Worldview
Technology Partners, L.P. may be distributed to its General Partner, Worldview
Capital I, L.P. and to the following limited partners: Allen Andersson, Bayview
Investors Ltd, Board of Trustees Leland Stanford Junior University, The Gary L.
& Lynda S. Bridge Family Revocable Trust org. est 9/23/82 as restated 9/19/91,
Chancellor LGT Partnership Fund I, L.P., Endowment Venture Partners III, L.P., F
& B LLC, FOX Venture Partners, L.P., HB-PGGM Fund I, L.P., Horsley Bridge
Retirement Savings Trust, FBO Duane Phillips, Hewlett Packard Deferred Profit
Sharing Plan, Horsley Bridge Fund IV, L.P., The S. Phllip & Gloria C. Horsley
Revocable Family Trust dated 1/23/92, Johnson LLC, Los Angeles County Employee
Retirement Association, Gary M. Lauder, Leonard A. Lauder, William P. Lauder,
Micro Star Co., Inc., Morgan Investors V, Pantheon USA Fund II Ltd., Private
Syndicate Pty Ltd. Trustee for Alternative Investment Private Syndicate, Regents
of the University of Michigan, Glyns Nominees Ltd as nominee of the Strathclyde
Pension Fund and Washington State Investment Board.
(12) Subsequent to the date of this Prospectus, the shares held by Worldview
Technology International, L.P. may be distributed to its General Partner,
Worldview Capital I, L.P. and to the following limited partners: Ado Electronic
Industrial Co., Ltd., Ado Kosan Co., Ltd., Direct International Ltd., Hikari
Tsushin, Inc., ITC Ventures II, Inc., Leo Global Fund Class B, Macnica, Inc.,
Mitsubishi International Corporation, Nissho Electronics Corporation, NVCC No. 1
Investment Enterprise Partnership, Solomon Technology Corporation, UMAX Data
Systems, Inc., V. Partner Corporation and Vento LLC.
(13) Subsequent to the date of this Prospectus, the shares held by Worldview
Strategic Partners I, L.P. may be distributed to its General Partner, Worldview
Capital I, L.P. and to the following limited partners: Allen Andersson, Prakash
Agarwal, Paul & Evelyn Baran Trust, Christopher Blair, Robert D. Brannon,
Michael Caglarcan, Frank Cheng, Tien-Hon Chiag, Dixon & Carol Doll Family Trust,
Prabhat K. Dubey, Kamran Elahian, Kenneth B. Fine, Troy A. Griepp, Michael S.
Grunewald, C.S. Ho, Frank Huang, Jen-Hsun Huang, Johnson LLC, Jones Living
Trust, Alexander S. Kuli, Ian F. Landy, Roger McNamee, McQuillan Consulting
Self-Employed Profit Sharing; FBO John McQuillan, Millard Trust U/A dtd 9/23/94,
William Miller, Peter T. Morris, Franklin H. Moss, Oak Investment Partners VI,
L.P., Oak Affiliates VI Fund, L.P., Arthur Patterson, Greg Reyes, Gregario &
Vanessa Reyes Trust UDT 4/22/83, William I. Schrader, Sequoia Capital VII, L.P.,
Sequoia Technology Partners VII, L.P., Rich Shapero, Paul Sherer, James R.
Swartz, Virginia M. Turezyn, Vento LLC, Lev Volftsun, Kevin Wang, Christine
West, John Wilczak, Tim A. & Kimberly P. Williams 1996 Trust and Yang Family
Trust UDT dated 4/11/94.
(14) Subsequent to the date of this Prospectus, the shares held by WPG
Enterprise Fund II, L.P. and Weiss, Peck & Greer Venture Associates III, L.P.
may be distributed to its General Partners, Phillip Greer, Gill Cogan, Annette
Bianchi, Philip D. Black, Barry Eggers, Ellen Feeney, Christopher J. Schaepe,
Barry J. Schiffman, Weiss, Peck & Greer, LLC, Monica C. Cammarota Trust, The
Karen Barfod Greer Trust, The Elizabeth Greer Trust, James W. Kiley, Peter Nieh,
Melissa A. Alves, and to the following limited partners: Teachers' Retirement
System of the State of Illinois, BankAmerica Capital Corp., Harris Trust &
Savings Bank, Successor Ttee Retirement Plan for CTA Employees, County Employees
Annuity & Benefit Fund of Cook County, Denison University, Glenbrook Partners,
L.P., The Northern Trust Company, as Ttee for the Illinois Power Retirement
Income Trust, MBTA Retirement Fund, Montgomery Ward & Co., Inc. Retirement &
Savings Plans Trust, SMI Ventures -'94 L.P., Bankers Trust, Ttee of the Southern
Co. System Master Retirement Trust and Westpool Investment Trust PLC.
9.
<PAGE> 11
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 26, 1997 and July 28, 1996
and the consolidated statements of operations, shareholders' equity, and cash
flows for each of the three years in the period ended July 26, 1997 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.
10.
<PAGE> 12
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the Company in connection
with the sale of Common Stock being registered. All amounts are estimates except
the SEC registration fee.
<TABLE>
<S> <C>
SEC Registration fee $49,074
Legal fees and expenses 15,000
Accounting fees and expenses 5,000
Miscellaneous 500
-------
Total $69,574
=======
</TABLE>
ITEM 15. 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. The Registrant's Restated Articles of
Incorporation, as amended and Amended 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 Company has entered into
Indemnification Agreements with each of its directors and officers.
ITEM 16. EXHIBITS
<TABLE>
<S> <C>
2.1 Agreement and Plan of Merger.
5.1 Opinion of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Independent Accountants.
23.2 Consent of Brobeck, Phleger & Harrison LLP (included in the Opinion of
Counsel filed as Exhibit 5.1 hereto).
24.1 Power of Attorney (included on page II-3 of this Registration
Statement).
</TABLE>
ITEM 17. UNDERTAKINGS
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 Securities 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 (i) and (ii)
do not apply if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by (i) and
(ii) is contained in periodic reports filed with or furnished to the Commission
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
II-1
<PAGE> 13
(2) That, for the purpose of determining any liability under the
Securities 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.
(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 offering.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
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.
II-2
<PAGE> 14
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 Santa Clara,
State of California, on this 2nd day of March, 1998.
CISCO SYSTEMS, INC.
By /s/ JOHN T. CHAMBERS
-----------------------------------
John T. Chambers,
President, Chief Executive Officer
and Director
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,
as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, 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 he 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 substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this report has been signed below by the following persons on behalf of the
Company and in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ---------- ----- ----
<S> <C> <C>
/s/ John T. Chambers President, Chief Executive March 2, 1998
- ---------------------------- Officer and Director
John T. Chambers (Principal Executive Officer)
/s/ Larry R. Carter Vice President, Finance and March 2, 1998
- ---------------------------- Administration, Chief Financial
Larry R. Carter Officer and Secretary
(Principal Financial and Accounting Officer)
/s/ John P. Morgridge Chairman of the Board and Director March 2, 1998
- ----------------------------
John P. Morgridge
</TABLE>
II-3
<PAGE> 15
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ---------- ----- ----
<S> <C> <C>
/s/ Donald T. Valentine Director March 2, 1998
- ----------------------------
Donald T. Valentine
/s/ James F. Gibbons Director March 2, 1998
- ----------------------------
James F. Gibbons
/s/ Robert L. Puette Director March 2, 1998
- ----------------------------
Robert L. Puette
/s/ Masayoshi Son Director March 2, 1998
- ----------------------------
Masayoshi Son
/s/ Steven M. West Director March 2, 1998
- ----------------------------
Steven M. West
/s/ Edward R. Kozel Director March 2, 1998
- ----------------------------
Edward R. Kozel
/s/ Carol A. Bartz Director March 2, 1998
- ----------------------------
Carol A. Bartz
/s/ James C. Morgan Director March 2, 1998
- ----------------------------
James C. Morgan
/s/ Mary Cirillo Director March 2, 1998
- ----------------------------
Mary Cirillo
</TABLE>
II-4
<PAGE> 16
Index to Exhibits
-----------------
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title
- ------- -------------
<S> <C>
2.1 Agreement and Plan of Merger
5.1 Opinion of Brobeck, Phleger & Harrison LLP
23.1 Consent of Independent Accountants
23.2 Consent of Brobeck, Phleger & Harrison LLP (included in the Opinion of
Counsel filed as Exhibit 5.1)
24.1 Power of Attorney (included on page II-3 of this Registration Statement)
</TABLE>
<PAGE> 1
EXHIBIT 2.1
AGREEMENT AND PLAN OF MERGER
OF
ACQUIROR
AND
TARGET
This Agreement and Plan of Merger, dated as of the 10th day of
February, 1998 ("Merger Agreement"), between Cisco Systems, Inc., a California
corporation ("Acquiror"), and LightSpeed International, Inc., a Virginia
corporation ("Target").
RECITALS
A. Target has outstanding shares of Common Stock ("Target Common
Stock"), shares of Series A Preferred Stock (the "Target Series A Preferred
Stock") and shares of Series B Preferred Stock (the "Target Series B Preferred
Stock"). The Target Series A Preferred Stock and Series B Preferred Stock are
hereinafter referred to as the "Target Preferred Stock," and together with the
Target Common Stock as the "Target Shares." Acquiror has outstanding shares of
Common Stock ("Acquiror Common Stock"). The Target Shares and the Target Options
(as defined below) are referred to herein as the "Target Capital Stock."
B. Acquiror and Target have entered into an Agreement and Plan of
Reorganization (the "Agreement and Plan of Reorganization") providing for
certain representations, warranties, covenants and agreements in connection with
the transactions contemplated hereby.
C. The Boards of Directors of Target and Acquiror deem it advisable and
in their mutual best interests and in the best interests of the shareholders of
Target, that Target be acquired by Acquiror through a merger ("Merger") of
Target with and into Acquiror.
D. The Boards of Directors of Acquiror and Target and the shareholders
of Target have approved the Merger.
<PAGE> 2
AGREEMENTS
The parties hereto hereby agree as follows:
1. Target shall be merged with and into Acquiror, and Acquiror
shall be the surviving corporation.
2. The Merger shall become effective at such time (the "Effective
Time" of the Merger) that is the later of: (i) the time that this Merger
Agreement and the officers' certificate of Target is filed with the Secretary of
State of the State of California pursuant to Section 1103 of the Corporations
Code of the State of California and (ii) the time that a Certificate of Merger
is issued by the State Corporation Commission of the Commonwealth of Virginia.
3. The maximum number of shares of Acquiror Common Stock to be
issued in connection with the Merger and pursuant to options to purchase shares
of Target Common Stock ("Target Options") assumed in the Merger shall be equal
to (i) 3,000,000 shares if the average of the closing bid price for a share of
Acquiror Common Stock as quoted on the Nasdaq National Market for the ten (10)
trading days immediately preceding and ending on the trading day that is five
(5) calendar days prior to the closing date as set forth in the Agreement and
Plan of Reorganization (the "Closing Date") (the "Aquiror Stock Price") is at
least $50 per share but not more than $66.67 per share; or (ii) if the Acquiror
Stock price is less than $50 per share or more than $66.67 per share, then that
number of shares of Acquiror Common Stock obtained by dividing $200,000,000 by
the Acquiror Stock Price but in no event more than 3,300,000 shares or less than
2,700,000 shares (the number of shares determined pursuant to (i) or (ii) above
being referred to herein as the "Total Acquiror Shares"), reduced as a result of
any Dissenting Shares (as defined below). No other adjustment shall be made in
the number of shares of Acquiror Common Stock issued in the Merger as a result
of (x) any increase or decrease in the market price of Acquiror Common Stock
prior to the Effective Time not otherwise required by the immediately preceding
sentence, or (y) any cash proceeds received by Target from the date hereof to
the Closing Date pursuant to the exercise of currently outstanding options to
acquire Target Capital Stock. As of the Effective Time, by virtue of the Merger
and without any action on the part of the holder of any shares of Target Capital
Stock:
(i) At the Effective Time each share of Target Preferred
Stock issued and outstanding at the Effective Time (other than shares owned by
Target, Acquiror or any direct or indirect wholly-owned subsidiary of Acquiror
and shares, if any held by persons who have not voted such shares for approval
of the Merger and with respect to which such persons shall become entitled to
exercise dissenters' rights in accordance with the laws of the state of Virginia
("Dissenting Shares")) shall be converted and exchanged for such number of
shares of Acquiror Common Stock as shall be determined in accordance with the
liquidation preferences set forth in Target's Articles of Incorporation. The
total number of shares of Acquiror Common Stock to be exchanged for Target
Preferred Stock is referred to herein as
2.
<PAGE> 3
the "Preferred Component", and the exchange ratio so determined is referred to
as the "Preferred Exchange Ratio."
(ii) At the Effective Time each share of Target Common
Stock issued and outstanding immediately prior to the Effective Time (other than
shares owned by Target, Acquiror or any direct or indirect wholly-owned
subsidiary of Acquiror and Dissenting Shares) shall be converted and exchanged
for such number of shares of Acquiror Common Stock as shall be determined by
subtracting the Preferred Component from the Total Acquiror Shares and dividing
the result by the sum of (i) the number of shares of outstanding Target Common
Stock and (ii) the number of shares of Target Common Stock underlying all
outstanding Target Options. The total number of shares of Acquiror Common Stock
to be exchanged for Target Common Stock is referred to herein as the "Common
Component", and the exchange ratio so determined is referred to herein as the
"Common Exchange Ratio". The Common Exchange Ratio and any Preferred Exchange
Ratios are collectively referred to herein as the "Exchange Ratios".
(iii) At the Effective Time, each Target Option
outstanding immediately prior to the Effective Time shall be converted and
exchanged for options to purchase such number of shares of Acquiror Common Stock
("Acquiror Options") as shall be equal to the product of (a) the number of
shares of Target Common Stock that were subject to such Target Option and (b)
the Common Exchange Ratio, such product to be rounded down to the nearest whole
number of shares of Acquiror Common Stock. The exercise price of each Acquiror
Option shall equal the quotient obtained by dividing (a) the per share exercise
price of the Target Option by (b) the Common Exchange Ratio.
4. Any Dissenting Shares shall not be converted into Acquiror
Common Stock but shall be converted into the right to receive such consideration
as may be determined to be due with respect to such Dissenting Shares pursuant
to the law of the Commonwealth of Virginia. If after the Effective Time any
Dissenting Shares shall lose their status as Dissenting Shares, then as of the
occurrence of the event which causes the loss of such status, such shares shall
be converted into Acquiror Common Stock in accordance with Section 3.
5. No fractional shares of Acquiror Common Stock shall be issued,
but in lieu thereof each holder of Target Shares who would otherwise, but for
rounding as provided herein, be entitled to receive a fraction of a share of
Acquiror Common Stock shall receive from Acquiror an amount of cash (rounded to
the nearest whole cent) equal to the product of (i) such fraction, multiplied by
(ii) the average closing bid of a share of Acquiror Common Stock for the ten
most recent days that Acquiror Common Stock has traded ending on the trading day
immediately prior to the Effective Time, as reported on the Nasdaq National
Market. The fractional share interests of each Target shareholder shall be
aggregated, so that no Target shareholder shall receive cash in an amount
greater than the value of one full share of Acquiror Common Stock.
3.
<PAGE> 4
6. The conversion of Target Common Stock into Acquiror Common
Stock as provided by this Merger Agreement shall occur automatically at the
Effective Time of the Merger without action by the holders thereof. Each holder
of Target Common Stock shall thereupon be entitled to receive shares of Acquiror
Common Stock in accordance with Section 3. Such shareholder shall receive
certificates that represent that number of shares of Acquiror Common Stock in
accordance with the following procedures:
(a) As soon as practicable after the Effective Time of the
Merger, Acquiror shall make available for exchange in accordance with Section 3,
through such reasonable procedures as Acquiror may adopt, the shares of Acquiror
Common Stock issuable pursuant to Section 3 in exchange for outstanding shares
of Target Common Stock.
(b) No dividends on the Acquiror Shares shall be paid to
the holder of any unsurrendered certificate of Target Capital Stock until the
holder of record of such certificate shall surrender such certificate. Subject
to the effect, if any, of applicable escheat and other laws, following surrender
of any certificate, there shall be delivered to the person entitled thereto,
without interest, the amount of dividends theretofore paid with respect to the
Acquiror Shares so withheld as of any date subsequent to the Effective Time of
the Merger and prior to such date of delivery.
(c) All Acquiror Shares delivered upon the surrender for
exchange of Target Shares in accordance with the terms hereof shall be deemed to
have been delivered in full satisfaction of all rights pertaining to such Target
Shares. There shall be no further registration of transfers on the stock
transfer books of the Surviving Corporation of the Target Shares that were
outstanding immediately prior to the Effective Time of the Merger. If, after the
Effective Time of the Merger, certificates are presented to Acquiror for any
reason, they shall be cancelled and exchanged as provided in this Section 6.
7. At the Effective Time of the Merger, the separate existence of
Target shall cease, and Acquiror shall succeed, without other transfer, to all
of the rights and properties of Target and shall be subject to all the debts and
liabilities thereof in the same manner as if Acquiror had itself incurred them.
8. This Merger Agreement is intended as a plan of reorganization
within the meaning of Section 368 of the Internal Revenue Code of 1986, as
amended.
9. (a) The Amended and Restated Articles of Incorporation of
Acquiror in effect immediately prior to the Effective Time shall be the Amended
and Restated Articles of Incorporation of the Surviving Corporation unless and
until thereafter amended.
(b) The Bylaws of Acquiror in effect immediately prior to
the Effective Time shall be the Bylaws of the Surviving Corporation unless and
until amended or repealed as provided by applicable law, the Articles of
Incorporation of the Surviving Corporation and such Bylaws.
4.
<PAGE> 5
(c) The directors and officers of Acquiror immediately
prior to the Effective Time shall be the directors and officers of the Surviving
Corporation.
10. (a) Notwithstanding the approval of this Merger Agreement
by the shareholders of Target, this Merger Agreement may be terminated at any
time prior to the Effective Time of the Merger by mutual agreement of the Boards
of Directors of Acquiror and Target.
(b) Notwithstanding the approval of this Merger Agreement
by the shareholders of Target, this Merger Agreement shall terminate forthwith
in the event that the Agreement and Plan of Reorganization shall be terminated
as therein provided.
(c) In the event of the termination of this Merger
Agreement as provided above, this Merger Agreement shall forthwith become void
and there shall be no liability on the part of Target or Acquiror or their
respective officers or directors, except as otherwise provided in the Agreement
and Plan of Reorganization.
(d) This Merger Agreement may be signed in one or more
counterparts, each of which shall be deemed an original and all of which shall
constitute one agreement.
(e) This Merger Agreement may be amended by the parties
hereto any time before or after approval hereof by the shareholders of Target,
but, after such approval, no amendments shall be made which by law require the
further approval of such shareholders without obtaining such approval. This
Merger Agreement may not be amended except by an instrument in writing signed on
behalf of each of the parties hereto.
5.
<PAGE> 6
IN WITNESS WHEREOF, the parties have executed this Merger
Agreement as of the date first written above.
ACQUIROR
By: /S/ JOHN T. CHAMBERS
------------------------------------
John T. Chambers, President
By: /S/ LARRY R. CARTER
------------------------------------
Larry R. Carter, Secretary
TARGET
By: /S/ LEV VOLFTSUN
------------------------------------
Lev Volftsun, President
By: /S/ IAN LANDY
------------------------------------
Ian Landy, Secretary
[SIGNATURE PAGE TO AGREEMENT OF MERGER]
<PAGE> 1
EXHIBIT 5.1
LETTERHEAD OF BROBECK, PHLEGER & HARRISON LLP
March 2, 1998
Cisco Systems, Inc.
255 West Tasman Drive
San Jose, California 95134
Re: Cisco Systems, Inc. Registration Statement on Form S-3 for
Resale of 2,513,309 Shares of Common Stock
Ladies and Gentlemen:
We have acted as counsel to Cisco Systems, Inc., a California
corporation (the "Company"), in connection with the registration for resale of
2,513,309 shares of Common Stock (the "Shares"), as described in the Company's
Registration Statement on Form S-3 ("Registration Statement") filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act").
This opinion is being furnished in accordance with the
requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents, the corporate
proceedings taken by the Company in connection with the original issuance and
sale of the Shares, and a certificate of a Company officer regarding (among
other things) the Company's receipt of consideration upon the original issuance
and sale of the Shares. Based on such review, we are of the opinion that the
Shares are duly authorized, validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus which is part of the Registration Statement.
In giving this consent, we do not thereby admit that we are within the category
of persons whose consent is required under Section 7 of the Act, the rules and
regulations of the Securities and Exchange Commission promulgated thereunder, or
Item 509 of Regulation S-K.
<PAGE> 2
March 2, 1998
Page 2
This opinion letter is rendered as of the date first written
above and we disclaim any obligation to advise you of facts, circumstances,
events or developments which hereafter may be brought to our attention and which
may alter, affect or modify the opinion expressed herein. Our opinion is
expressly limited to the matters set forth above and we render no opinion,
whether by implication or otherwise, as to any other matters relating to the
Company or the Shares.
Very truly yours,
BROBECK, PHLEGER & HARRISON LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement on Form S-3 of Cisco Systems, Inc. for the registration of 2,513,309
shares of its common stock, of our reports dated August 4, 1997, on our audits
of the consolidated financial statements and financial statement schedule of
Cisco Systems, Inc. as of July 26, 1997 and July 28, 1996, and for the years
ended July 26, 1997, July 28, 1996, and July 30, 1995 which reports are included
in the Company's 1997 Annual Report on Form 10-K, filed with the Securities and
Exchange Commission. We also consent to the reference to our firm under the
caption "Experts."
COOPERS & LYBRAND L.L.P.
San Jose, California
March 2, 1998
