<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 17, 1998
REGISTRATION NO. 333-51089
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE 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)
CALIFORNIA 77-0059951
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
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.
170 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.
TERESA M. DERICHSWEILER, 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. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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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(2)
- - ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 965,530 $71.78125 $69,370,189.59 $20,464.21
$0.001 par value per share
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</TABLE>
(1) The price of $71.78125 was the average of the high and low prices of the
Common Stock on the Nasdaq National Market System on April 20, 1998, is
set forth solely for the purpose of computing the registration fee
pursuant to Rule 457(c).
(2) Previously paid - $20,464.21 FOR THE REGISTRATION OF 966,411.
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.
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The Registrant hereby files this Post-Effective Amendment No. 1 to Form S-3
Registration Statement to correct an error in the Selling Shareholders Table at
Item 7, pages 6-9 of the S-3, as originally filed. As a result of this
correction to the Selling Shareholders Table, the amount of shares registered
pursuant to this registration statement is hereby decreased to 965,530 shares
(a decrease of 881 shares), which is reflected on the cover page of this
Post-Effective Amendment No. 1.
Item 7.
SELLING SHAREHOLDERS
<PAGE> 3
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>
James and Carrie Anderson, Community Property 1,761 * 1,761
Jean-Claude Asscher 2,290 * 2,290
Karl Auerbach 18,303 * 18,303
Madhavi Balusu 496 * 496
James Barksdale 5,461 * 5,461
William N. Carrico 170,520 * 170,520
William and Lucille Carrico 264 * 264
Carrico 1992 Trust, David Aaron 36,646 * 38,407
Frank Quattrone, Trustee
Stephen Casner 12,826 * 12,826
Community Foundation Silicon Valley 46,307 * 46,307
Creative Automation, Inc. 440 * 440
Kim Dimick 5,496 * 5,496
Elmore Living Trust, William B. & 1,761 * 1,761
Mary Jane Elmore, TTEEs
Deborah Estrin 13,742 * 13,742
Gerald and Thelma Estrin 440 * 440
Family Trust
Judith L. Estrin 170,520 * 170,520
Joshua Estrin-Skrzypek 2,748 * 2,748
</TABLE>
6.
<PAGE> 4
<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>
Scott Firestone 1,637 * 1,637
Foundation Capital, L.P.(2) 52,822 * 52,822
GCW&F Partners II 880 * 880
Katherine C. Gould 880 * 880
Philip Graham 11,451 * 11,451
Neal Hardek 1,231 * 1,231
Tiffany Kelly 286 * 286
Kleiner Perkins Caufield & Byers VII 51,501 * 51,501
Marnin and Margo Kligfeld 3,171 * 3,171
Community Property
KPCB Information Sciences Zaibutsu 1,320 * 1,320
Fund II
Chia Chee Kuan 8,245 * 8,245
Jack W. Lasersohn 4,580 * 4,580
Valerie Lasker 25,652 * 25,652
Laura Lilyquist 2,233 * 2,233
Lion Investments Limited 4,580 * 4,580
London Merchant Securities plc
Robert J. Loarie 880 * 880
David Mackie 3,206 * 3,206
Morgan Stanley Venture Investors, L.P. 8,362 * 8,362
Morgan Stanley Venture Capital 32,222 * 32,222
Fund II, LP
Morgan Stanley Venture Capital 8,027 * 8,027
Fund II, CV
Network Computing Devices, Inc. 27,484 * 27,484
Quattrone Family Trust 880 * 880
Frank Quattrone, Trustee
Jeffrey Raice 16,490 * 16,490
</TABLE>
7.
<PAGE> 5
<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>
Sandra Rude 45 * 45
Meghan E. Ryall 916 * 916
Sequoia 1995 1,832 * 1,832
Sequoia Technology Partners VI(3) 2,641 * 2,641
Sequoia Capital VI(4) 48,068 * 48,068
Sequoia 1997 101 * 101
SQP 1997 179 * 179
Stanford University 46,307 * 46,307
Anthony Stringer 6,413 * 6,413
Janet Taillon 2,748 * 2,748
Janis Ulevich 440 * 440
Sudhakar Valluru 1,832 * 1,832
Weiss, Peck & Greer Venture 43,569 * 43,569
Associates III, L.P.(5)
WPG Enterprise Fund II, L.P.(6) 52,398 * 52,398
------- -------
TOTAL 965,530 965,530
</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) Subsequent to the date of this Prospectus, the shares held by Foundation
Capital, L.P. may be distributed to The Advisors IV, Ameritech Pension Trust by
State Street Bank and Trust Company as Trustees, BankAmerica Capital
Corporation, California Institute of Technology, Co-operative Insurance Society
Limited, HB-PGGM Fund II, L.P., Horsley Bridge Fund V., L.P., The James Irvine
Foundation, The Henry J. Kaiser Family Foundation, Knightsbridge - PGGM I, L.P.,
Knightsbridge Venture Capital III LP, Master Trust Pursuant to the
Hewlett-Packard Deferred Profit Sharing Plan and Retirement Plan, The Mutual
Life Insurance Company of New York, Next Generation Partners, L.P., Northwestern
University, Phoenix Home Life Mutual Insurance Company, Related Accounts Fund
Nine, Harris Trust and Savings Bank, Trustee, St. Paul Fire and Marine
8.
<PAGE> 6
Insurance Company, Trustees of Dartmouth College, The University of Chicago, and
Westpool Investment Trust PLC.
(3) Subsequent to the date of this Prospectus, the shares held by Sequoia
Technology Partners VI may be distributed to Jim Allen, Ph.D., Robert K.
Anderson, Richard C. Barker Trustee for the Barker Living Trust Dated 9/5/90,
Andreas Bechtolsheim, Richard Beleson, Peter A. Bick, M.D., Thomas A. Bologna,
Larry Boucher, Victor M. G.Chaltiel, Gari L. Cheever, Lisa A. Conte, Wilfred J.
Corrigan, Alexander V. d'Arbeloff, The Hollis Trust, U/A DTD 8/21/89, James V.
Diller, F.T. Eger, Finch Family Trust, John F. Gifford, Howard E. Greene, Jr.,
Robert W. Jamplis, MD, L. William Krause and L. Gay Krause, as Trustees of The
Krause Trust dated June 21, 1994 as Amended, Sandra Kurtzig, Trustee of Sandra
L. Kurtzig Trust UA 8/8/93, P.R. Lamond & C.E. Lamond Trust Dated 11/22/85,
Edward M. Leonard, Esq., Douglas M. Leone, Lester John Lloyd and/or Lynne Dewar
Lloyd, Trustees The Lloyd Trust, UAD 10/05/88, James E. Long, Timark L.P.,
Albert J. Martinez, Mario Mazzola, Abacus (C.I.) Limited - Account F634", Regis
McKenna, Donald K. McKinney, J. Thomas McMurray, The Morgridge Family Trust, The
Maximus Trust dtd 3/19/96, William J. O'Meara, Capital Management Services,
Inc., Robert J. Paluck, The Preuss Foundation, Reyes Partnership IV, Eureka
Investments, L.P., Thurman J. Rodgers, Mario M. Rosati, Bertram I. Rowland,
Gordon W. Russell, Trustee of the Russell 1988 Revocable Trust, dated 11/17/88,
Barbara Russell, R. Michael Shanahan, Trustee, The Shanahan Trust, dtd 3/22/91,
Prithipal Singh, Roger J. Sippl, Roger V. Smith, William N. Starling, Jr. & Dana
Gregory Starling, Trustees of the Starling Family Trust, UDT 7/6/94, Thomas F.
Stephenson Family Trust, UDT 7/6/94, Mark A. Stevens, Gary H. Stroy, The Robert
H. Swanson, Jr. & Sheila L. Swanson Trust U/T/A 5/27/76, Robert G. Sweifach,
Larry W. Sonsini, Casey McGlynn, Stanford University, Donald T. Valentine, and
Jerry Weissman.
(4) Subsequent to the date of this Prospectus, the shares held by Sequoia
Capital VI may be distributed to Trustee for John Deere Pension Trust,
Knightsbridge Integrated Holdings II Partnership, Leeway & Co., M.J. Murdock
Charitable Trust, Custodian for Caviapen Nortrust Nominees, Limited, The Regents
of the University of Michigan, University of Notre Dame, The Vanderbilt
University, Pitt & Company, Rensselaer Polytechnic Institute, Stanford
University, The M.I.T. Retirement Plan - Benefits Fund, Shellwater & Co.,
Investment Advisor for The University of Southern California, Norwich
University, NRI Investment America, Inc., Occidental College, Oneonta
Properties, Regents of the University of Minnesota, ALCOA Master Trust, Trustees
of Amherst College, The Bush Foundation, Endowment Venture Partners, Computrol
Limited (BVI), Trustees of Dartmouth College, Employees' Retirement Plan of Duke
University, The Ford Foundation, James Irvine Foundation, Thomas F. Stephenson
Familty Trust, UDT 7/6/94, The Maximus Trust dtd 3/19/96, Douglas M Leone, Mark
A. Stevens, J. Thomas McMurray, Donald T. Valentine Trust UA APR 29 67, P.R.
Lamond & C.E. Lamond Trust Dated 11/22/85, Pierre Lamond, Christine Lamond,
David Lamond Trustees, dated 11/23/93, Lisa Boyajian, Christian D. Valentine,
Mark C. Valentine and Hilary A. Valentine.
(5) Subsequent to the date of this Prospectus, the shares held by 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, L.L.C.,
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., The Northern Trust Company, 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.
(6) Subsequent to the date of this Prospectus, the shares held by WPG Enterprise
Fund II, L.P. may be distributed to its General Partners, Phillip Greet, Gill
Cogan, Annette Bianchi, Philip D. Black, Barry Eggers, Ellen Feeney, Christopher
J. Schaepe, Barry J. Schiffman, Weiss, Peck & Greer, L.L.C., 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., The
Northern Trust Company, 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> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 17th
day of June, 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 Amendment No. 1 to the Registration Statement 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 June 17, 1998
- - ---------------------------- Officer and Director
John T. Chambers (Principal Executive Officer)
/s/ Larry R. Carter* Sr. Vice President, Finance and June 17, 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 June 17, 1998
- - ----------------------------
John P. Morgridge
</TABLE>
II-3
<PAGE> 8
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- - ---------- ----- ----
<S> <C> <C>
/s/ Donald T. Valentine* Director June 17, 1998
- - ----------------------------
Donald T. Valentine
/s/ James F. Gibbons* Director June 17, 1998
- - ----------------------------
James F. Gibbons
/s/ Robert L. Puette* Director June 17, 1998
- - ----------------------------
Robert L. Puette
/s/ Masayoshi Son* Director June 17, 1998
- - ----------------------------
Masayoshi Son
/s/ Steven M. West* Director June 17, 1998
- - ----------------------------
Steven M. West
/s/ Edward R. Kozel* Director June 17, 1998
- - ----------------------------
Edward R. Kozel
/s/ Carol A. Bartz* Director June 17, 1998
- - ----------------------------
Carol A. Bartz
/s/ James C. Morgan* Director June 17, 1998
- - ----------------------------
James C. Morgan
/s/ Mary Cirillo* Director June 17, 1998
- - ----------------------------
Mary Cirillo
</TABLE>
- - ---------------
* Previously filed
II-4
