<PAGE> 1
Filed Pursuant to Rule 424(b)(3) and (c)
File Number 333-49141
PROSPECTUS SUPPLEMENT DATED SEPTEMBER 10, 1998
to
Prospectus Dated April 7, 1998
5,161 SHARES
CISCO SYSTEMS, INC.
COMMON STOCK
($0.001 PAR VALUE PER SHARE)
This Prospectus Supplement supplements the Prospectus dated April 7, 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 5,161 shares of Common Stock,
$0.001 par value, of the Company (the "Common Stock") who received such shares
in connection with the acquisition of WheelGroup Corporation. ("WheelGroup"), by
and through the acquisition of the common stock and options to purchase common
stock of WheelGroup whereby WheelGroup 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
Joleen Beltrami, a Selling Shareholder in the Prospectus has distributed
4,098 of her shares to the person listed in the table below, which person was
not specifically named in the Prospectus. The following table provides certain
information with respect to the number of shares of Common Stock beneficially to
be owned by such shareholder and Joleen Beltrami, 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
shareholder as a Selling Shareholder:
<PAGE> 2
<TABLE>
<CAPTION>
Number of Shares Percent of Number of Shares
Beneficially Outstanding Registered for Sale
Name of Selling Shareholder Owned Shares Hereby(1)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Paula Mary Mategrano 4,098 * 4,098
Joleen Beltrami 1,063 * 1,063
</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 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.
