<PAGE> 1
As filed with the Securities and Exchange Commission on March 31, 1998
Registration No. 333-________________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
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)
----------
WHEELGROUP CORPORATION
STOCK OPTION PLAN
(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)
----------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) per Share(2) Price(2) Fee
---------- ------------- ------------ --------- ------------
<S> <C> <C> <C> <C>
WheelGroup Corporation
Stock Option Plan
Common Stock 835,262 $0.35 $292,341.70 $86.24
=============================================================================================
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the WheelGroup Corporation Stock
Option Plan 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 Registrant's outstanding shares of Common Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the weighted average
exercise price of the outstanding options.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
Cisco Systems, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended July 26, 1997 filed with the Commission on October 22,
1997, pursuant to Section 13 of the Securities Exchange Act of
1934 (the "1934 Act").
(b) The Registrant's Quarterly Reports on Forms 10-Q for the fiscal
quarters ended October 25, 1997 and January 24, 1998, filed with
the Commission on December 9, 1997, and March 9, 1998,
respectively.
(c) The Registrant's current reports on Forms 8-K filed with the
Commission on August 22, 1997, September 9, 1997 and February
11, 1998.
(d) The Registrant's Registration Statement No. 0-18225 on Form 8-A
filed with the Commission on January 11, 1990, together with
Amendment No. 1 on Form 8-A filed with the Commission on
February 15, 1990, in which there is described the terms, rights
and provisions applicable to the Registrant's outstanding Common
Stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
<PAGE> 3
Item 6. 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 of 1933, as amended, (the "1933 Act"). The
Registrant's Restated Articles of Incorporation, as amended, and Amended and
Restated 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 Registrant has entered into Indemnification
Agreements with each of its directors and officers.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
<TABLE>
<CAPTION>
Exhibit Number Exhibit
- -------------- -------
<S> <C>
4.0 Instruments Defining Rights of Shareholders. Reference is made
to Registrant's Registration Statement No. 0-18225 on Form
8-A, including the exhibits thereto, which are incorporated
herein by reference pursuant to Item 3(d).
5.0 Opinion of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Independent Accountants - Coopers & Lybrand L.L.P.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24.0 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 WheelGroup Corporation Stock Option Plan.
99.2 Form of Stock Option Agreement in connection with the
WheelGroup Corporation Stock Option Plan.
99.3 Form of acceleration waiver letter.
</TABLE>
Item 9. Undertakings
A. 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 1933 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 clauses (1)(i) and (1)(ii) shall not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference
into the Registration Statement; (2) that for the purpose of determining any
liability under the 1933 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; and (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 WheelGroup Corporation Stock Option
Plan.
II-2.
<PAGE> 4
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into 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.
C. Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnity provisions summarized in Item 6 or otherwise, the
Registrant has been informed that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
II-3.
<PAGE> 5
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 30th day of March, 1998.
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 March 30, 1998
John T. Chambers Officer and Director (Principal
Executive Officer)
/s/ Larry R. Carter Senior Vice President, Finance and March 30, 1998
- ---------------------------- Administration, Chief Financial
Larry R. Carter Officer and Secretary
(Principal Financial and Accounting Officer)
/s/ John P. Morgridge Chairman of the Board March 30, 1998
- ---------------------------- and Director
John P. Morgridge
</TABLE>
II-4.
<PAGE> 6
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
/s/ DONALD T. VALENTINE Director March 30, 1998
- ----------------------------
Donald T. Valentine
/s/ JAMES F. GIBBONS Director March 30, 1998
- ----------------------------
James F. Gibbons
/s/ ROBERT L. PUETTE Director March 30, 1998
- ----------------------------
Robert L. Puette
/s/ MASAYOSHI SON Director March 30, 1998
- ----------------------------
Masayoshi Son
/s/ STEVEN M. WEST Director March 30, 1998
- ----------------------------
Steven M. West
/s/ EDWARD KOZEL Director March 30, 1998
- ----------------------------
Edward Kozel
/s/ CAROL BARTZ Director March 30, 1998
- ----------------------------
Carol Bartz
Director
- ----------------------------
Mary Cirillo
- ---------------------------- Director
James C. Morgan
</TABLE>
II-5.
<PAGE> 7
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
CISCO SYSTEMS, INC.
II-6.
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Exhibit
- -------------- -------
<S> <C>
4.0 Instruments Defining Rights of Shareholders. Reference is made to Registrant's Registration
Statement No. 0-18225 on Form 8-A, including the exhibits thereto, which are incorporated
herein by reference pursuant to Item 3(d).
5.0 Opinion of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Independent Accountants - Coopers & Lybrand L.L.P.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24.0 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 WheelGroup Corporation Stock Option Plan.
99.2 Form of Stock Option Agreement in connection with the
WheelGroup Corporation Stock Option Plan.
99.3 Form of acceleration waiver letter.
</TABLE>
<PAGE> 1
EXHIBIT 5
March 30, 1998
Cisco Systems, Inc.
170 West Tasman Drive
San Jose, CA 95134-1706
Re: Cisco Systems, Inc. Registration Statement for
Offering of 835,262 shares of Common Stock
Ladies and Gentlemen:
We refer to your registration on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended, of 835,262 shares of the common
stock ("Common Stock") of Cisco Systems, Inc. (the "Company") issuable under the
WheelGroup Corporation Stock Option Plan (the "Plan") as assumed by the Company.
We advise you that, in our opinion, when such shares have been issued and sold
pursuant to the applicable provisions of the Plan and in accordance with the
Registration Statement, such shares will be validly issued, fully paid and
nonassessable shares of Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Brobeck, Phleger & Harrison LLP
-----------------------------------
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-8 of Cisco Systems, Inc. for the registration of 835,262 common shares
pursuant to the acquisition of Wheel Group Corporation, of our reports dated
August 4, 1997, on our audits on 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.
/s/ Coopers & Lybrand L.L.P.
- ------------------------------
COOPERS & LYBRAND L.L.P.
San Jose, California
March 30, 1998
<PAGE> 1
EXHIBIT 99.1
WHEELGROUP CORPORATION
STOCK OPTION PLAN
A. PURPOSE AND SCOPE
The purposes of the Plan are to encourage stock ownership by employees
of WHEELGROUP CORPORATION (the "Company"), to provide an incentive for such
employees to expand and improve the profits and prosperity of the Company, and
to assist the Company in attracting and retaining key personnel through the
grant of Options to purchase shares of the Company's common stock.
B. DEFINITIONS
Unless otherwise required by the context:
1. "Board" shall mean the Board of Directors of the Company.
2. "Committee" shall mean the Stock Option Plan Committee, which is
appointed by the Board and which shall be composed of three members
of the Board.
3. "Company" shall mean the WheelGroup Corporation, a Texas
corporation, and any subsidiaries.
4. "Code" shall mean the Internal Revenue Code of 1986, as amended.
5. "Disability" shall have the meaning of Section 37(e)(3) of the Code,
as determined by the Committee.
6. "Option" shall mean a right to purchase Stock, granted pursuant to
the Plan.
7. "Option Price" shall mean the purchase price for Stock under an
Option, as determined in Section F below.
8. "Participant" shall mean an employee of the Company to whom an
Option is granted under the Plan.
9. "Plan" shall mean this WheelGroup Corporation Stock Option Plan.
10. "Retirement" shall mean retirement on or after age sixty-five (65),
or, with the advance consent of the Company, at an earlier age.
11. "Stock" shall mean the common stock of the Company.
12. "Termination Date" shall mean a date fixed by the Committee but not
later than the day following the tenth (10th) anniversary of the
date on which the Option is granted.
C. STOCK TO BE OPTIONED
Subject to the provisions of Section L of the Plan, the maximum number
of shares of Stock that may be optioned under the Plan is 1,250,000 shares.
<PAGE> 2
D. ADMINISTRATION
The Plan shall be administered by the Committee. Two members of the
Committee shall constitute a quorum for the transaction of business. The
Committee shall be responsible to the Board for the operation of the Plan, and
shall make recommendations to the Board with respect to participation in the
Plan by employees of the Company, and with respect to the extent of that
participation. The interpretation and construction of any provision of the Plan
by the Committee shall be final, unless otherwise determined by the Board. No
member of the Board or the Committee shall be liable for any action or
determination made by him in good faith.
E. ELIGIBILITY
The Board, upon recommendation of the Committee, may grant Options to
any employee (including an employee who is a director or an officer) of the
Company. Options may be awarded by the Board at any time and from time to time
to new Participants, or to then Participants, or to a greater or lesser number
of Participants, and may include or exclude previous Participants, as the Board,
upon recommendation by the Committee shall determine. Options granted at
different times need not contain similar provisions.
F. OPTION PRICE
The Option Price for Stock under each Option shall be determined by the
Board.
G. TERMS AND CONDITIONS OF OPTIONS
Options granted pursuant to the Plan shall be authorized by the Board
and shall be evidenced by agreements in such form as the Board, upon
recommendation of the Committee, shall from time to time approve. Such
agreements shall comply with and be subject to the following terms and
conditions:
1. Employment Agreement. The Board may, in its discretion, include in
any Option granted under the Plan a condition that the Participant shall agree
to remain in the employ of, and to render services to, the Company for a period
of time (specified in the agreement) following the date the Option is granted.
No such agreement shall impose upon the Company, however, any obligation to
employ the Participant for any period of time.
2. Time and Method of Payment. the Option Price shall be paid in full in
cash at the time an Option is exercised under the Plan. Otherwise, an exercise
of any Option granted under the Plan shall be invalid and of no effect. Promptly
after the exercise of an Option and the payment of the full Option Price, the
Participant shall be entitled to the issuance of a stock certificate evidencing
his ownership of such Stock. A Participant shall have none of the rights of a
shareholder until shares are issued to him and no adjustment will be made for
dividends or other rights for which the record date is prior to the date such
stock certificate is issued.
3. Number of Shares. Each Option shall state the total number of shares
of Stock to which it pertains.
<PAGE> 3
4. Option Period and Limitations on Exercise of Options. The Board may,
in its discretion, provide that an Option may not be exercised in whole or in
part for any period or periods of time specified in the Option agreement. Except
as provided in the Option agreement, an Option may be exercised in whole or in
part at any time during its term. No Option may be exercised after the
Termination Date. No Option may be exercised for a fractional share of Stock.
H. CESSATION OF EMPLOYMENT OF PARTICIPANT
1. Cessation of Employment Other than by Reason of Retirement or
Disability or Death. If a Participant shall cease to be employed by the Company
otherwise than by reason of Retirement, Disability, or Death, each Option held
by the Participant, together with all rights hereunder, shall be exercisable
only to the extent exercisable on the date of the cessation of employment, and
shall terminate on the earlier of the Termination Date or the one-hundred and
eightieth (180th) day following the date of cessation of employment, to the
extent not previously exercised; provided, however, that in the event of gross
misconduct by the Participant, the Options granted to such Participant hereunder
shall be null and void after such termination occurs or such determination is
made.
2. Cessation of Employment by Reason of Retirement or Disability. If a
Participant shall cease to be employed by the Company by reason of Retirement or
Disability, each Option held by the Participant shall remain exercisable, to the
extent it was exercisable at the time of cessation of employment, until the
earliest of:
i. the Termination Date;
ii. the death of the Participant, or such later date not more than
one (1) year after the death of the Participant as the
Committee, in its discretion, may provide pursuant to Section
H(3); or
iii. the first (1st) anniversary of the date of the cessation of the
Participant's employment, and thereafter all such Options shall
terminate together with all rights hereunder, tot he extent not
previously exercised.
3. Cessation of Employment by Reason of Death. In the event of the Death
of the Participant, while employed by the Company, an Option may be exercised at
any time or from time to time prior to the earlier of the Termination Date or
the first (1st) anniversary of the date of the Participant's Death, by the
person or persons whom the Participant's rights under each Option shall pass by
will or by the applicable laws of descent and distribution, tot he extent that
the Participant was entitled to exercise it on the Participant's date of Death.
In the event of the Death of the Participant while entitled to exercise an
Option pursuant to Section H(2), the Committee, in its discretion, may permit
such Option to be exercised at any time or from time to time prior to the
Termination Date during a period of up to one (1) year from the Death of the
Participant, as determined by the Committee, by the person or persons to whom
the Participant's rights under each Option shall pass by will or by the
applicable laws of descent and distribution, to the extent that the Option was
exercisable at the time of cessation of the Participant's employment. Any person
or persons to whom a Participant's rights under an Option have passed by will or
by the applicable laws of descent and distribution shall be subject to all terms
and conditions of the Plan and the Option applicable to the Participant.
<PAGE> 4
I. INDEMNIFICATION
In addition to such other rights of Indemnification as they may have as
members of the Board, or the Committee, the members of the Committee and the
Board shall be indemnified by the Company against all costs and expenses
reasonably incurred by them in connection with any action, suit or proceeding to
which they or any of them may be party by reason of any action taken or failure
to act under or in connection with the Plan or any Option granted thereunder,
and against all amounts paid by them in settlement thereof (provided such
settlement is approved by independent legal counsel selected by the Company) or
paid by them in satisfaction or a judgment in any such action, suit or
proceeding, except a judgment based upon a finding of bad faith; provided that
upon the institution of any such action, suit or proceeding, a Committee or
Board member shall, in writing, give the Company notice thereof and an
opportunity, at its own expense, to handle and defend the same before such
Committee or Board member undertakes to handle and defend it on such member's
own behalf.
J. NO OBLIGATIONS TO EXERCISE OPTION
The granting of an Option shall impose no obligation upon the
Participant to exercise such Options.
K. NONASSIGNABILITY
Options shall not be transferable other than by will or by the laws of
descent and distribution, and during a Participant's lifetime shall be
exercisable only by such Participant.
L. EFFECT OF CERTAIN CHANGES
1. The aggregate number of shares of Stock available for Options under
the Plan, the shares subject to any Option, the price per share, shall all be
proportionately adjusted for any increase or decrease in the number of issued
shares of Stock subsequent to the effective date of the Plan resulting from (1)
a subdivision or consolidation of shares or any other capital adjustment, (2)
the payment of a stock dividend, or (3) other increase or decrease in such
shares effected without receipt of consideration by the Company.
2. All unexercised Options shall become immediately vested and
exercisable upon the earliest of (i) the merger of the Company, other than a
merger into a wholly owned subsidiary, in which the Company is not the surviving
entity, (ii) the consolidation of the Company with one or more other
corporations, (iii) the sale of all or substantially all of the assets of the
Company, (iv) the adjudication of the Company as a bankrupt or an insolvent by a
court of competent jurisdiction, (v) the liquidation or dissolution of the
Company, or (vi) the execution of an agreement to that effect by the Participant
and the Company following the unanimous approval of the Board of Directors of
such acceleration and agreement.
M. AMENDMENT AND TERMINATION
The Board, by resolution, may terminate, amend, or revise the Plan with
respect to any shares as to which Options have not been granted. Neither the
Board nor the Committee may, without the consent of the holder of an Option,
alter or impair any Option previously granted under the Plan, except as
authorized herein. Unless sooner terminated, the Plan shall remain in effect for
a period of 10 years from the date of the Plan's adoption by the Board.
Termination of the Plan shall not affect any Option previously granted.
<PAGE> 5
N. AGREEMENT AND REPRESENTATION OF PARTICIPANTS
As a condition to the exercise of any portion of an Option, the Company
may require the person exercising such Option to represent and warrant at the
time of such exercise that any shares of Stock acquired at exercise are being
acquired only for investment and without any present intention to sell or
distribute such shares, if, in the opinion of counsel for the Company, such a
representation is required under the Securities Act of 1933 or any other
applicable law, regulation, or rule of any governmental agency.
O. RESERVATION OF SHARES OF STOCK; REGULATORY REQUIREMENTS
The Company, during the term of this Plan, will at all times reserve and
keep available, and will deed or obtain from any regulatory body having
jurisdiction any requisite authority to issue and to sell, the number of shares
of Stock that shall be sufficient to satisfy the requirements of this Plan;
provided, however, that nothing in this Plan shall be deemed to require or
obligate the Company to take any action or make any expenditure to register or
qualify any Option granted or to be granted or any Stock issued or issuable
under the Plan under any federal or state law or regulation. The inability of
the Company to obtain from any regulatory body having jurisdiction the authority
deemed necessary by counsel for the Company for the lawful issuance and sale of
its Stock hereunder shall relieve the Company of any liability to all
Participants in respect of the failure to issue or sell Stock as to which the
requisite authority has not been obtained. Notwithstanding anything contained
herein to the contrary, the Company shall not be required to sell or issue
shares of Stock under any Option if the issuance thereof would constitute a
violation by the Participant or the Company of any provisions of any law or
regulation of any governmental authority or any national securities exchange or
other forum in which shares of Stock are traded, if any; and, as a condition of
any sale or issuance of shares of Stock under an Option, the Committee may
require such agreements or undertakings, if any, as the Committee may deem
necessary or advisable to assure compliance with any such law or regulation. The
Plan, the grant and exercise of Options hereunder, and the obligation of the
Company to sell and deliver shares of Stock, shall be subject to all applicable
federal and state laws, rules and regulations and to such approvals by any
government or regulatory agency as may be required.
P. MISCELLANEOUS PROVISIONS
1. Plan Expenses. Any expenses of administering this Plan shall be
borne by the Company.
2. Use of Exercise Proceeds. Payments received from Participants upon
the exercise of Options shall be used for the general corporate purposes of the
Company, except that any Stock received in payment may be retired, or retained
in the Company's treasury and reissued.
Q. EFFECTIVE DATE OF PLAN
The Plan shall be effective from the date that the Plan is approved by
the Board.
WHEELGROUP CORPORATION
By:
-----------------------------------------------
Toney E. Jennings, President
<PAGE> 1
EXHIBIT 99.2
FORM OF STOCK OPTION AGREEMENT IN CONNECTION WITH THE
WHEELGROUP CORPORATION STOCK OPTION PLAN
WHEELGROUP CORPORATION
STOCK OPTION AGREEMENT
WITH
(INSERT NAME)
- --------------------------------------------------------------------------------
THIS AGREEMENT is made and entered into as of ______________________________, by
and between WheelGroup Corporation, a Texas Corporation (hereinafter called
"WheelGroup") and James T. Anderson (hereinafter called "Employee"), a resident
of the State of Texas. This Stock Option Agreement is governed by the terms of
the 1995 Stock Option Plan. Furthermore WheelGroup and the Employee agree to the
following terms.
1. Number of Optioned Shares -- The Board of Directors of WheelGroup hereby
grants to the Employee a stock option to purchase up to (AMOUNT) shares of
WheelGroup's common stock (hereinafter called "Optioned Shares") from time
to time during the Option Term at a price of $.20 per share.
2. Effective Date of Grant and Option Term -- This option shall have an
Effective Date as of ____________________________ (the commencement of
full-time employment). Options may be exercised to purchase stock in
accordance with the below Dates of Exercise. This agreement has a term of
five years measured from the Effective Date. All options not exercised by
the 5th anniversary date of this agreement expire.
Dates of Exercise -- The Employee may, within the specified Option Term,
purchase the Optioned Shares in accordance with the following schedule:
25% of the Optioned Shares at any time after the expiration of one year from
the Effective Date and
an additional 2.08% of the Optioned Shares for each full month occurring
after the expiration of one year from the Effective Date, until all of
the Optioned Shares are purchasable.
Compliance with Laws and Regulations -- WheelGroup has not registered any of its
shares of stock under any applicable federal or state securities laws.
Resale Restrictions -- The Employee, upon the exercise of options, will be
investing in WheelGroup's stock for his own account and understands that he
bears the economic risk of holding an investment in the Optioned Shares for
an indefinite period of time. The Employee will not sell nor pledge as
collateral the Optioned Shares until they have been either:
a. Subsequently registered under applicable securities laws or
<PAGE> 2
b. Appropriately deemed as exempt from any applicable registration
Successors and Assignees -- The provisions of this agreement shall inure to the
benefit of and be binding upon the successors, administrators, heirs and
legal representatives of the Employee and the successors and assignees of
the WheelGroup.
Governing Law -- The interpretation, performance and enforcement of this
Agreement shall be governed by the laws of the State of Texas.
IN WITNESS WHEREOF, WheelGroup has caused this Agreement to be executed
in duplicate on its behalf by its duly authorized officer and Employee
has also executed this Agreement in duplicate, all as of the day and
year indicated above.
- --------------------------------------------------------------------------------
WHEELGROUP CORPORATION
13750 San Pedro, Suite 670 ------------------------------
San Antonio, Texas 78232 Toney Jennings
President
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(NAME)
--------------------------------
Signature
- --------------------------------------------------------------------------------
<PAGE> 1
EXHIBIT 99.3
FORM OF ACCELERATION WAIVER LETTER
[WHEELGROUP LETTERHEAD]
1~
c/o WheelGroup Corporation
14555 Blanco Road, Suite 1106
San Antonio, TX 78216
Dear 2~:
As you know, Cisco Systems, Inc. ("Cisco") is in the process of
acquiring WheelGroup Corporation (the "Company"). Under the terms of the
acquisition (the "Acquisition"), Cisco has agreed to assume the outstanding
options held by certain employees of the Company, such as yourself, provided the
vesting acceleration provisions currently in effect for those options are
revised prior the Acquisition so that those options do not accelerate in full
upon the Acquisition. Each of these options is a non-statutory option which do
NOT meet the requirements of Section 422 of the Internal Revenue Code (i.e.,
they are not "incentive stock options").
You currently hold the following non-statutory stock option(s)
(collectively the "Options") to acquire shares of the Company's common stock
under the Company's Stock Option Plan (the "Option Plan"):
<TABLE>
<CAPTION>
Number of
Outstanding
Grant Date Exercise Price Option Shares
---------- -------------- -------------
<S> <C> <C> <C>
3~ 4~ 5~
</TABLE>
In order for the Company to complete the Acquisition, the vesting
acceleration provisions of your existing Options must be amended so that those
Options will NOT vest in full at the time of the Acquisition and will NOT become
exercisable for all of the shares of the Company's common stock subject to those
Options at that time. Instead, each of your Options will only accelerate as to
twelve (12) months of vesting upon the Acquisition and, accordingly, will become
exercisable on an accelerated basis for only a total of 25% of the option
shares.
<PAGE> 2
Each of your Options currently becomes exercisable for the option shares
as follows: (i) 25% upon your completion of one year of employment measured from
the grant date, and (ii) an additional 2.08% of the option shares upon your
completion of each of the next 36 months of employment thereafter. Accordingly,
if your Option were to be exercisable for 45.80% of the option shares
immediately before the Acquisition (based on 22 months of employment following
the grant date), then an additional 25% of the option shares will vest upon the
assumption of your Option by Cisco in the Acquisition, and the assumed Option
will become exercisable for the remaining shares in 26 successive equal monthly
installments over your period of continued employment following the Acquisition.
The amendment to each of your Options to limit the acceleration to
twelve (12) months of vesting will be effected by an amendment to Section L.2 of
the Option Plan, which has been incorporated into the stock option agreement
(the "Option Agreement") for each of your Options. Accordingly, as a condition
to closing the Acquisition, you must agree to the following amendment of Section
L.2 of the Option Plan and to the incorporation of that amended provision into
each of your Option Agreements so that your Options will not vest in full on an
accelerated basis at the time of the Acquisition.
AMENDED SECTION L.2 TO BE EFFECTIVE IMMEDIATELY
FOR EACH OF YOUR OptionS
"2. (a) Upon a merger of the Company, other than a merger into a
wholly-owned subsidiary, in which the Company is not the surviving entity
(including the Acquisition), the vesting schedule applicable to all
outstanding Options under the Plan at that time shall immediately
accelerate only by a period of twelve (12) months. Accordingly, to the
extent the Option is not otherwise fully exercisable at that time, each
such Option shall become immediately exercisable for that number of
additional option shares obtained by multiplying the total number of shares
originally subject to the Option by twenty-five percent (25%) and may be
exercised for all or any portion of those shares as fully-vested shares of
Stock upon the consummation of such merger. The Option shall become
exercisable for any remaining unvested shares of Stock subject to that
option in accordance with the same installment exercise schedule in effect
for that option immediately prior to the merger (or Acquisition).
(b) Following the Acquisition, each outstanding Option as assumed by
Cisco shall only become exercisable on an accelerated basis for the
unvested shares of Cisco common stock subject to that option, and may be
exercised for all or any portion of those shares as fully-vested shares,
upon the earliest to occur of the following events: (i) the acquisition of
Cisco by merger, other than a merger into a wholly-owned Cisco subsidiary,
in which Cisco is not the surviving entity, (ii) the sale of all or
substantially
<PAGE> 3
all of the assets of Cisco in liquidation or dissolution of Cisco, (iii)
the adjudication of Cisco as a bankrupt or an insolvent by a court of
competent jurisdiction or (iv) the execution of an agreement to that effect
by the optionee and Cisco following the unanimous approval of the
Compensation Committee of the Cisco Board of Directors of such acceleration
and agreement."
In addition, you agree that you will not exercise any of your Options
during the period between the date of this letter agreement and the effective
date of the Acquisition (or such earlier date on which it is announced that the
Acquisition will not be consummated). The Acquisition is expected to become
effective in approximately 30 to 45 days following the date of this letter, but
the actual effective date cannot be determined at this time.
Since each of your Options is a non-statutory option under the federal
tax laws, you will recognize ordinary income at the time that option is
exercised in an amount equal to the excess of (i) the fair market value of the
purchased shares on the exercise date over (ii) the exercise price paid for
those shares. Such income will be subject to all applicable withholding taxes at
that time.
To indicate your agreement with (i) the foregoing amendment to your
Options and to confirm that accelerated vesting you will receive under your
Options at the time the Acquisition closes will be limited to twelve (12) months
(ii) and the suspended exercise period for your Options, please sign and date
the Acknowledgement section below. For your records, you should attach a copy of
this letter to each of your Option Agreement(s) in order to evidence the
revision to the acceleration provisions of your Option(s) effected by this
letter agreement.
Very truly yours,
WHEELGROUP CORPORATION
By:
Title:
<PAGE> 4
ACKNOWLEDGEMENT
In order to satisfy one of the conditions to the closing of the
Acquisition and in recognition of the twelve (12) months of accelerated vesting
I will receive under each of my Options upon the closing of the Acquisition, I
hereby agree to the foregoing amendment to Section L.2 of the Option Plan, as
incorporated into the terms of the Option Agreement for each of my Options. I
further agree not to exercise any of my Options during the period between the
date of this letter agreement and the effective date of the Acquisition (or such
earlier date on which it is announced that the Acquisition will not be
consummated).
Signature:
1~
Date:
