<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 9, 1998
REGISTRATION NO. 333-65867
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
CISCO SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
CALIFORNIA 77-0059951
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>
170 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. [ ]
------------------------
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, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SEC, ACTING PURSUANT TO SAID SECTION
8(A), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
760,445 SHARES
CISCO SYSTEMS, INC.
COMMON STOCK
This Prospectus relates to the public offering, which is not being
underwritten, of 760,445 shares of our Common Stock. All of the shares either
originally were issued by us or will be issued upon exercise of options to
acquire shares of our Common Stock in connection with our acquisition of
American Internet Corporation. We merged with American Internet Corporation, and
we were the surviving corporation. The shares were issued pursuant to an
exemption from the registration requirements provided by Section 4(2) of the
Securities Act of 1933. We are required to register the shares pursuant to the
terms of the merger.
We will not receive any of the proceeds from the sale of the shares. Our
Common Stock is quoted on the Nasdaq National Market under the symbol "CSCO." On
November 5, 1998, the average of the high and low price for the Common Stock was
$67.813.
------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this Prospectus. Any representation to the contrary is a
criminal offense.
------------------------
We have agreed to keep a registration statement of which this Prospectus
constitutes a part effective until the earlier to occur of September 30, 2000 or
the earlier disposition of the securities offered by this Prospectus. After such
period, if we choose not to maintain the effectiveness of such registration
statement, the securities offered by this Prospectus may not be sold, pledged,
transferred or assigned, except in a transaction which is exempt under the
provisions of the Securities Act of 1933 or pursuant to an effective
registration statement thereunder.
------------------------
The date of this Prospectus is November 9, 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 Cisco
Systems, Inc. (referred to in this Prospectus as "Cisco" or the "Registrant"),
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
Cisco is subject to the informational requirements of the Securities
Exchange Act of 1934, and in accordance therewith files reports, proxy
statements, information statements and other information with the SEC. Reports,
proxy statements and other information filed by us may be inspected and copied
at the public reference facilities maintained by the SEC at Public Reference
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the SEC's
Regional Offices located at 75 Park Place, New York, New York 10007 and 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. The public may obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. Copies of such material can be obtained by mail from the Public
Reference Branch of the SEC at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates. The Common Stock of Cisco is quoted on the
Nasdaq National Market, and such material also may be inspected at the offices
of Nasdaq Operations, 1735 K Street N.W., Washington, D.C. 20006. The SEC
maintains a World Wide Web site that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the SEC. The address of the SEC's web site is http://www.sec.gov.
We have filed with the SEC a registration statement on Form S-3 (together
with all amendments and exhibits thereto, the "Registration Statement") under
the Securities Act of 1933 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 SEC. For further information regarding Cisco and the Common
Stock offered hereby, reference is 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 SEC 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 SEC (File No. 0-18225) pursuant to
the Exchange Act are herein incorporated by reference:
1. Cisco's Annual Report on Form 10-K for the fiscal year ended July
25, 1998, filed September 25, 1998, including certain information in
Cisco's Definitive Proxy Statement in connection with Cisco's 1998 Annual
Meeting of Shareholders and certain information in Cisco's Annual Report to
Shareholders for the fiscal year ended July 25, 1998;
2. Cisco's Current Report on Form 8-K filed October 13, 1998;
3. The description of Cisco's Common Stock, $0.001 par value per
share, contained in its registration statement on Form 8-A filed January 8,
1990, including any amendment or reports filed for the purpose of updating
such description;
4. The description of Cisco's Preferred Stock Purchase Rights,
contained in its registration statement on Form 8-A filed on June 11, 1998,
including any amendments or reports filed for the purpose of updating such
description; and
2
<PAGE> 4
5. All reports and other documents filed by Cisco 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 a
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. We will, upon written or oral request,
provide without charge to each person, including any beneficial owner, to whom
this Prospectus is delivered a copy of any or all of such documents which are
herein incorporated by reference (other than exhibits to such documents unless
such exhibits specifically are incorporated by reference into the documents that
this Prospectus incorporates). Written requests for copies should be directed to
Larry R. Carter, Senior Vice President, Chief Financial Officer and Secretary,
at the principal executive offices of Cisco Systems, Inc., 255 West Tasman
Drive, San Jose, California 95134. Cisco's telephone number is (408) 526-4000.
3
<PAGE> 5
THE COMPANY
Cisco's principal executive offices are located at 255 West Tasman Drive,
San Jose, California 95134. Cisco's telephone number is (408) 526-4000.
PLAN OF DISTRIBUTION
Cisco is registering all 760,445 shares (the "Shares") on behalf of certain
selling shareholders. Cisco will receive no proceeds from this offering. The
Selling Shareholders named in the table below or pledgees, donees, transferees
or other successors-in-interest selling Shares received from a named selling
shareholder as a gift, partnership distribution or other non-sale related
transfer after the date of this Prospectus (collectively, the "Selling
Shareholders") may sell the Shares from time to time. The Selling Shareholders
will act independently of Cisco in making decisions with respect to the timing,
manner and size of each sale. The sales may be made on one or more exchanges or
in the over-the-counter market or otherwise, at prices and at terms then
prevailing or at prices related to the then current market price, or in
negotiated transactions. The Selling Shareholders may effect such transactions
by selling the Shares to or through broker-dealers. The Shares may be sold by
one or more of, or a combination of, the following:
- a block trade in which the broker-dealer so engaged will attempt to sell
the Shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction,
- purchases by a broker-dealer as principal and resale by such
broker-dealer for its account pursuant to this Prospectus,
- an exchange distribution in accordance with the rules of such exchange,
- ordinary brokerage transactions and transactions in which the broker
solicits purchasers, and
- in privately negotiated transactions.
To the extent required, this Prospectus may be amended or supplemented from
time to time to describe a specific plan of distribution. In effecting sales,
broker-dealers engaged by the Selling Shareholders may arrange for other
broker-dealers to participate in the resales.
The Selling Shareholders may enter into hedging transactions with
broker-dealers in connection with distributions of the Shares or otherwise. In
such transactions, broker-dealers may engage in short sales of the Shares in the
course of hedging the positions they assume with Selling Shareholders. The
Selling Shareholders also may sell Shares short and redeliver the Shares to
close out such short positions. The Selling Shareholders may enter into option
or other transactions with broker-dealers which require the delivery to the
broker-dealer of the Shares. The broker-dealer may then resell or otherwise
transfer such Shares pursuant to this Prospectus. The Selling Shareholders also
may loan or pledge the Shares to a broker-dealer. The broker-dealer may sell the
Shares so loaned, or upon a default the broker-dealer may sell the pledged
shares pursuant to this Prospectus.
Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from Selling Shareholders. Broker-dealers
or agents may also receive compensation from the purchasers of the Shares for
whom they act as agents or to whom they sell as principals, or both.
Compensation as to a particular broker-dealer might be in excess of customary
commissions and will be in amounts to be negotiated in connection with the sale.
Broker-dealers or agents and any other participating broker-dealers or the
Selling Shareholders may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act in connection with sales of the Shares.
Accordingly, any such commission, discount or concession received by them and
any profit on the resale of the Shares purchased by them may be deemed to be
underwriting discounts or commissions under the Securities Act. Because Selling
Shareholders may be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act, the Selling Shareholders will be subject to the
prospectus delivery requirements of the Securities Act. In addition, any
securities covered by this Prospectus which qualify for sale pursuant to Rule
144 promulgated under the Securities Act may be sold under Rule 144 rather than
pursuant to this Prospectus. The Selling Shareholders have advised Cisco that
4
<PAGE> 6
they have not entered into any agreements, understandings or arrangements with
any underwriters or broker-dealers regarding the sale of their securities. There
is no underwriter or coordinating broker acting in connection with the proposed
sale of Shares by Selling Shareholders.
The Shares will be sold only through registered or licensed brokers or
dealers if required under applicable state securities laws. 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.
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 Cisco Common Stock for a period of two
business days prior to the commencement of such distribution. In addition, each
Selling Shareholder will be subject to applicable provisions of the Exchange Act
and the associated rules and regulations under the Exchange Act, including
Regulation M, which provisions may limit the timing of purchases and sales of
shares of Cisco Common Stock by the Selling Shareholders. Cisco will make copies
of this Prospectus available to the Selling Shareholders and has informed them
of the need for delivery of copies of this Prospectus to purchasers at or prior
to the time of any sale of the Shares.
Cisco will file a supplement to this Prospectus, if required, pursuant to
Rule 424(b) under the Securities Act upon being notified by a Selling
Shareholder that any material arrangement has been entered into with a
broker-dealer for the sale of Shares through a block trade, special offering,
exchange distribution or secondary distribution or a purchase by a broker or
dealer. Such supplement will disclose:
- the name of each such Selling Shareholder and of the participating
broker-dealer(s),
- the number of Shares involved,
- the price at which such Shares were sold,
- the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable,
- that such broker-dealer(s) did not conduct any investigation to verify
the information set out or incorporated by reference in this Prospectus,
and
- other facts material to the transaction.
In addition, upon being notified by a Selling Shareholder that a donee or
pledgee intends to sell more than 500 shares, Cisco will file a supplement to
this Prospectus.
Cisco will bear all costs, expenses and fees in connection with the
registration of the Shares. The Selling Shareholders will bear all commissions
and discounts, if any, attributable to the sales of the Shares. The Selling
Shareholders may agree to indemnify any broker-dealer or agent that participates
in transactions involving sales of the Shares against certain liabilities,
including liabilities arising under the Securities Act. The Selling Shareholders
have agreed to indemnify certain persons, including broker-dealers and agents,
against certain liabilities in connection with the offering of the Shares,
including liabilities arising under the Securities Act.
5
<PAGE> 7
SELLING SHAREHOLDERS
The following table sets forth the number of Shares owned by each of the
Selling Shareholders. None of the Selling Shareholders has had a material
relationship with Cisco within the past three years other than as a result of
the ownership of the Shares or other securities of Cisco. No estimate can be
given as to the amount of Shares that will be held by the Selling Shareholders
after completion of this offering because the Selling Shareholders may offer all
or some of the Shares and because there currently are no agreements,
arrangements or understandings with respect to the sale of any of the Shares.
The Shares offered by this Prospectus may be offered from time to time by the
Selling Shareholders named below.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF NUMBER OF SHARES
BENEFICIALLY OUTSTANDING REGISTERED FOR
NAME OF SELLING SHAREHOLDER OWNED SHARES SALE HEREBY(1)
--------------------------- ---------------- ----------- ----------------
<S> <C> <C> <C>
Alex d'Arbeloff................................. 6,357 * 6,357
Andrew H. Sudduth............................... 1,134 * 1,134
Arthur Garofalo................................. 625 * 625
Barbara Kilpatrick.............................. 15 * 15
Brad Parker..................................... 41,530 * 41,530
Caesar Naples IV................................ 359 * 359
Carlos W. Smith................................. 234 * 234
Charles River Ventures VII(2)................... 278,246 * 278,246
Cheng Wu........................................ 312 * 312
Commonwealth Capital Ventures L.P. ............. 100,790 * 100,790
Corinne C. Howard............................... 136 * 136
David E. Jabs................................... 7,529 * 7,529
David H. Kaufman................................ 1,026 * 1,026
Elizabeth B. Walker............................. 46 * 46
Elysabeth J. Spiezio............................ 9 * 9
Eric T. Farrish................................. 136 * 136
Frederic D. Shea................................ 1,075 * 1,075
Gardner Hendrie................................. 11,242 * 11,242
Gregory D. Nicastro............................. 625 * 625
James P. Masciarelli............................ 2,519 * 2,519
John Pearce..................................... 62 * 62
John R. Dunning................................. 107 * 107
Jon Dreyer...................................... 218 * 218
Kenneth E. Kinnear, Jr. ........................ 1,032 * 1,032
Mark J. Stapp................................... 238 * 238
Matrix Partners IV, L.P.(3)..................... 206,644 * 206,644
Matrix IV Entrepreneurs Fund L.P.(4)............ 10,875 * 10,875
Michael Normile................................. 273 * 273
Paul G. Fox..................................... 1,290 * 1,290
Peter Brumme.................................... 625 * 625
Peter Stephen Heitman........................... 1,603 * 1,603
Rajeev Rana..................................... 273 * 273
Robert T. Brennan............................... 2,346 * 2,346
Sheryl Schultz.................................. 215 * 215
Steven Finn..................................... 2,810 * 2,810
The Throop Wilder Trust for Charlotte Wilder.... 5,005 * 5,005
Throop Wilder................................... 51,307 * 51,307
William J. Brennan.............................. 1,603 * 1,603
</TABLE>
6
<PAGE> 8
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF NUMBER OF SHARES
BENEFICIALLY OUTSTANDING REGISTERED FOR
NAME OF SELLING SHAREHOLDER OWNED SHARES SALE HEREBY(1)
--------------------------- ---------------- ----------- ----------------
<S> <C> <C> <C>
Rayan Zacharissen............................... 908 * 908
Lighthouse Capital Partners, L.P. .............. 2,382 * 2,382
Michelle E. Adams(5)............................ 62 * 62
Jennifer Barnicle(5)............................ 93 * 93
Michael D. Haag(5).............................. 109 * 109
Patricia Harper(5).............................. 156 * 156
Ernest Indresano, Jr.(5)........................ 234 * 234
Robert W. Kilbride(5)........................... 15 * 15
Latrisha N. McKenzie(5)......................... 7 * 7
Eric L. Solomon(5).............................. 62 * 62
Peter L. Zuiker(5).............................. 625 * 625
David Fellows(5)................................ 2,502 * 2,502
Bruce Sachs(6).................................. 4,378 * 4,378
Robert Eisenberg(5)............................. 625 * 625
Sangam Pant(5).................................. 625 * 625
Lou Steinberg(5)................................ 625 * 625
Stephen Van Beaver(5)........................... 1,251 * 1,251
Cheng Wu(5)..................................... 625 * 625
Shawn Alexander(5).............................. 437 * 437
James P. Masciarelli(5)......................... 156 * 156
Peter Sevcik(5)................................. 625 * 625
Robert C. Smith(5).............................. 3,167 * 3,167
Tom McCormack................................... 305 * 305
======= === =======
TOTAL................................. 760,445 760,445
</TABLE>
- ---------------
* Represents beneficial ownership of less than 1%.
(1) This Registration Statement also shall 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) Subsequent to the date of this Prospectus, the Shares held by Charles River
Ventures VII may be distributed to Richard M. Burnes, Jr., Knightsbridge
Integrated Holdings II Partnership, Donald W. Feddersen, Knightsbridge
Associated Investors IX Limited Partnership, Michael J. Zak, Stephen E.
Coit, Leeway & Co., Neises Family Limited Partnership, Lowell Retirement
System, David T. Neises, Lombard Partnership, Mark M. Neises, Mellon Bank,
Trustee for Bell Atlantic Master Trust, Ellyn T. Neises, Amoco Corporation
Master Trust for Employee Pension Plans, Mellon Bank N.A. as Trustee of
Northeast Utilities Service, Boston Safe Deposit and Trust Company, Agent
for Mellon Bank, N.A. Trustee for the ALCOA Master Trust, The Minnesota
Mutual Life Insurance Company, Nina E. Swift Trust 1991, BP America, Inc.
Retirement Trust, Plymouth County Retirement Association, Bristol County
Retirement Board, Raybank, Ltd., CTC Partners, S.C. Johnson & Son, Inc.
Retirement Plan Trust, Cambridge Retirement Board, Smith Family Limited
Partnership, Richard Crawford, Ssangyong Cement (Singapore) Ltd., East River
Limited Partnership, Tan Cheng Gay, EDB Ventures 2 PTE LTD, University of
Rochester, Carmena Ltd Partnership, Cambridge Holding, N.V., Robert Badavas,
University of Notre Dame du Lac, R. Stephen Cheheyl, Vulcan Materials
Company, Robert Davoli, Worcester Polytechnic Institute, Gururaj Deshpande,
Ted R. Dintersmith, Gregor Ferguson, Gordon M. Burnes, Alain Hanover, Sarah
S. Burnes, C. Richard Harrison, Ethan M. Burnes, John Robert Held Trust,
Kimberly A. Watkins, Mitchell Kertzman, Brett A. Feddersen, Yoseph Linde,
John R. Feddersen, Eileen McDonagh, Daniel W. Feddersen, Peter Nesbeda, John
T. Neises, Judy Fowler-Seifrt, Paul J. Conway,
7
<PAGE> 9
William Seifert Trust, Paul W. Finnegan, Daniel Smith, Alan L. Stanzler,
David Tolwinski, Thomas A. Hickey, III, Steven Walske, Charles J. Johnson,
n.v. Gewestelijke Investeringstmaatsdhappij Voor Vlaanderen (GIMV), Joseph
C. Hutcheson, II, William V. Sopp, HCF Partners, Vita A. Spakevicius and/or
Peter J. Sevick.
(3) Subsequent to the date of this Prospectus, the Shares held by Matrix
Partners IV, L.P. may be distributed to Timothy A. Barrows, John C. Boyle,
Paul J. Ferri, W. Michael Humphreys, Andrew Marcuvitz, Andrew W. Verhalen,
Berea College, The Church Pension Fund, Crossroads Constitution Limited
Partnership, Trustees of Dartmouth College, Employees' Retirement Plan of
Duke University, Gothic Corporation, Marco F. Hellman Trust "B", Bechtle
Revocable Trust, Friedrich Bechtle, Horsley Bridge Fund III, L.P., HB-PGGM
Fund I, L.P., The Andrew W. Melton Foundation, Massachusetts Institute of
Technology, Massachusetts Institute of Technology Retirement Plan, Meridian
International Investments Limited, Phemus Corporation, Regents of the
University of Michigan, Kale & Co. A/C JD 85, Brinson Trust Company as
Trustee of the Brinson MAP Venture Capital Fund III, Morgan Stanley Trust
Company as Custodian to the Brinson Venture Partnership Fund III, L.P.,
State Street Bank & Trust Company as Custodian for Electronic Data Systems
Corporation Retirement Plan and Trust, Evangelical Lutheran Church in
America Board of Pensions, Bankers Trust Company as Custodian for New Mexico
State Investment Council, Boston Safe Deposit & Trust Company as Trustee for
SBC Master Pension Trust, State Universities Retirement System and/or
Virginia Retirement System.
(4) Subsequent to the date of this Prospectus, the Shares held by Matrix IV
Entrepreneurs Fund L.P. may be distributed to certain of its limited and/or
general partners who may sell Shares pursuant to this Prospectus.
(5) All of such Shares are subject to a fully vested option granted pursuant to
the American Internet Corporation Third Amended Stock Option Plan.
(6) All of such Shares are subject to three fully vested options granted
pursuant to the American Internet Corporation Third Amended Stock Option
Plan, exercisable for 1,251, 625 and 2,502 shares, respectively.
LEGAL MATTERS
The validity of the securities offered hereby will be passed upon for Cisco
by Brobeck, Phleger & Harrison LLP, Palo Alto, California.
EXPERTS
The consolidated balance sheets as of July 25, 1998 and July 26, 1997 and
the consolidated statements of operations, shareholders' equity and cash flows
for each of the three years in the period ended July 25, 1998 incorporated by
reference in this prospectus, have been incorporated herein in reliance on the
report of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of that firm as experts in accounting and auditing.
8
<PAGE> 10
- ------------------------------------------------------
- ------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION IN CONNECTION WITH THE OFFERING BEING MADE HEREBY NOT CONTAINED
IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN
IMPLICATION THAT INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
The Company........................... 4
Plan of Distribution.................. 4
Selling Shareholders.................. 6
Legal Matters......................... 8
Experts............................... 8
</TABLE>
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
CISCO SYSTEMS, INC.
760,445 SHARES
OF COMMON STOCK
------------------------
PROSPECTUS
------------------------
November 9, 1998
- ------------------------------------------------------
- ------------------------------------------------------
<PAGE> 11
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 Cisco 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........................................ $11,672
Legal fees and expenses..................................... 15,000
Accounting fees and expenses................................ 5,000
Printing Fees............................................... 5,000
Transfer Agent Fees......................................... 5,000
Miscellaneous............................................... 11,589
-------
Total............................................. $53,261
=======
</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, Cisco has entered into
Indemnification Agreements with each of its directors and officers.
ITEM 16. EXHIBITS
<TABLE>
<S> <C>
2.1 Agreement 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 Brobeck, Phleger & Harrison LLP filed as
Exhibit 5.1 hereto)*
24.1 Power of Attorney (included on page II-3 of this
Registration Statement)*
</TABLE>
- ---------------
* Previously filed
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.
(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.
II-1
<PAGE> 12
(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 SEC such indemnification is against
public policy as expressed in the Securities Act and therefore is 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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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> 13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and 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 9th day of
November, 1998.
CISCO SYSTEMS, INC.
By: /s/ LARRY R. CARTER
------------------------------------
Larry R. Carter,
Senior Vice President, Finance and
Administration, Chief Financial
Officer
and Secretary
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<C> <S> <C>
/s/ JOHN T. CHAMBERS* President, Chief Executive November 9, 1998
- ----------------------------------------------------- Officer and Director
John T. Chambers (Principal Executive Officer)
/s/ LARRY R. CARTER Senior Vice President, November 9, 1998
- ----------------------------------------------------- Finance and Administration,
Larry R. Carter Chief Financial Officer and
Secretary (Principal
Financial and Accounting
Officer)
Chairman of the Board and
- ----------------------------------------------------- Director
John P. Morgridge
/s/ DONALD T. VALENTINE* Director November 9, 1998
- -----------------------------------------------------
Donald T. Valentine
/s/ JAMES F. GIBBONS* Director November 9, 1998
- -----------------------------------------------------
James F. Gibbons
/s/ ROBERT L. PUETTE* Director November 9, 1998
- -----------------------------------------------------
Robert L. Puette
/s/ MASAYOSHI SON* Director November 9, 1998
- -----------------------------------------------------
Masayoshi Son
/s/ STEVEN M. WEST* Director November 9, 1998
- -----------------------------------------------------
Steven M. West
/s/ EDWARD R. KOZEL* Director November 9, 1998
- -----------------------------------------------------
Edward R. Kozel
/s/ CAROL A. BARTZ* Director November 9, 1998
- -----------------------------------------------------
Carol A. Bartz
</TABLE>
II-3
<PAGE> 14
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<C> <S> <C>
/s/ JAMES C. MORGAN* Director November 9, 1998
- -----------------------------------------------------
James C. Morgan
/s/ MARY CIRILLO* Director November 9, 1998
- -----------------------------------------------------
Mary Cirillo
Director
- -----------------------------------------------------
Arun Sarin
*By: /s/ LARRY R. CARTER
------------------------------------------------
Larry R. Carter
Attorney-in-fact
</TABLE>
II-4
<PAGE> 15
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
- ------- -------------
<C> <S>
2.1 Agreement of Merger of Acquiror and Target*
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 BPH filed as Exhibit 5.1)*
24.1 Power of Attorney (included on page II-3 of this
Registration Statement)*
</TABLE>
- ---------------
* Previously filed.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-3 of Cisco Systems, Inc. for the registration of 760,445 shares of its
common stock, of our reports dated August 4, 1998, on our audits of the
consolidated financial statements and financial statement schedule of Cisco
Systems, Inc. as of July 25, 1998 and July 26, 1997, and for the three years
ended July 25, 1998, which reports are included in the Company's 1998 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."
PricewaterhouseCoopers LLP
San Jose, California
November 9, 1998
