<PAGE> 1
Filed Pursuant to Rule 424(b)(3) and (c)
File Number 333-51089
PROSPECTUS SUPPLEMENT DATED SEPTEMBER 3, 1998
to
Prospectus Dated May 1, 1998 (as amended June 17, 1998)
52,822 SHARES
CISCO SYSTEMS, INC.
COMMON STOCK
($0.001 PAR VALUE PER SHARE)
This Prospectus Supplement supplements the Prospectus dated May 1, 1998, as
amended June 17, 1998 (the "Prospectus") of Cisco Systems, Inc. (the "Company")
relating to the public offering, which is not being underwritten, and sale by
certain shareholders of the Company or by pledgees, donees, transferees or other
successors in interest that receive such shares as a gift, partnership
distribution or other non-sale related transfer (the "Selling Shareholders") of
52,822 shares of Common Stock, $0.001 par value, of the Company (the "Common
Stock") who received such shares in connection with the acquisition of Precept
Software, Inc. ("Precept"), by and through the acquisition of the common stock
and options to purchase common stock of Precept whereby Precept became a
wholly-owned subsidiary of the Company. This Prospectus Supplement should be
read in conjunction with the Prospectus, and this Prospectus Supplement is
qualified by reference to the Prospectus except to the extent that the
information herein contained supersedes the information contained in the
Prospectus. Capitalized terms used in this Prospectus Summary and not otherwise
defined herein have the meanings specified in the Prospectus.
SELLING SHAREHOLDERS
Footnote 2 to the Prospectus listed entities to which Foundation Capital,
L.P., a Selling Shareholder in the Prospectus might distribute its shares. The
following footnote 2 is intended to replace the original footnote in the
Prospectus. The following table provides certain information with respect to the
number of shares of Common Stock beneficially to be owned by Foundation Capital,
L.P., the percentage of outstanding shares of Common Stock of the Company this
represents and the number of shares of Common Stock to be registered for sale
hereby. The table of Selling Shareholders in the Prospectus is hereby amended to
include the following footnote 2:
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<TABLE>
<CAPTION>
Number of
Shares
Number of Shares Percent of Registered
Beneficially Outstanding for Sale
Name of Selling Shareholder Owned Shares Hereby(1)
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<S> <C> <C> <C>
Foundation Capital, L.P.(2) 52,822 * 52,822
</TABLE>
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* Represents beneficial ownership of less than 1%.
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(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 dividend, stock split,
recapitalization or other similar transaction effected without the receipt
of consideration which results in an increase in the number of the
Company's outstanding shares of Common Stock.
(2) Subsequent to the date of this Prospectus, the shares held by Foundation
Capital, L.P. may be distributed to The Advisors, Ameritech Pension Trust
by State Street Bank & Trust as Trustee, BankAmerica Capital Corporation,
Co-operative Insurance Society Limited, HB-PGGM Fund I, L.P., Horsley
Bridge Fund IV, L.P., The James Irvine Foundation, The Henry J. Kaiser
Family Foundation, Knightsbridge Integrated Holdings II Partnership, Master
Trust Pursuant to the Hewlitt-Packard Deferred Profit Sharing Plan and
Retiremant Fund, The Mutual Life Insurance Company of New York, Phoenix
Home Life Mutual Insurance Company, Residuary Trust Estate Under the Will
of Francis C. Searle, Residuary Trust Estate Under the Will of John G.
Searle, St. Paul Fire and Marine Insurance Company, Searle Trusts Limited
Partnership IX, Trustees of Dartmouth College, University of Chicago,
Westpool Investment Trust plc, James C. Anderson, Kathryn C. Gould, Michael
N. Schuh, Paul G. Koontz, Theodore R. Meyer and William B. Elmore.
