<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 19, 1998
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
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. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
TITLE OF EACH AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT
CLASS OF SECURITIES TO BE AGGREGATE OFFERING AGGREGATE OF REGISTRATION
TO BE REGISTERED REGISTERED PRICE PER SHARE(1) OFFERING PRICE(1) FEE
- -------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par
value per share........ 760,445.00 $52.125 $39,638,195.62 $11,694.00
- -------------------------------------------------------------------------------------------------------------------------
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</TABLE>
(1) The price of $52.125, the average of the high and low prices of the Common
Stock on the Nasdaq National Market System on October 14, 1998, is set forth
solely for the purpose of computing the registration fee pursuant to Rule
457(c).
------------------------
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 COMMISSION, 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 Common Stock. All 760,445 shares may be offered by certain
Cisco Systems, Inc. shareholders or by pledgees, donees, transferees or other
successors in interest that receive such shares from a named selling shareholder
as a gift, partnership distribution or other non-sale related transfer after the
date of this Prospectus. All of the shares either originally were issued by us,
or will be issued by us pursuant to the exercise of options to acquire shares of
Common Stock of Cisco Systems, Inc., in connection with the acquisition of
American Internet Corporation, by and through the acquisition of all of its
common stock and the assumption of options to purchase such common stock.
American Internet Corporation was merged with and into Cisco Systems, Inc. with
Cisco Systems, Inc. as the surviving corporation. The shares were issued
pursuant to an exemption from the registration requirements of the Securities
Act of 1933, as amended, provided by Section 4(2) thereof. The shares are being
registered by Cisco Systems, Inc. pursuant to the terms of the merger.
The shares may be offered by the selling shareholders from time to time in
transactions in the over-the-counter market, in negotiated transactions or a
combination of such methods of sale, at fixed prices which may be changed, at
market prices prevailing at the time of sale, at prices related to prevailing
market prices or at negotiated prices. The selling shareholders may effect such
transactions by selling the shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the selling shareholders and/or the purchasers of the shares
for whom such broker-dealers may act as agents or to whom they sell as
principals, or both (which compensation as to a particular broker-dealer might
be in excess of customary commissions). See "Plan of Distribution."
Cisco Systems, Inc. will not receive any of the proceeds from the sale of the
shares, but has agreed to bear certain expenses in connection with their
registration.
The Common Stock of Cisco Systems, Inc. is quoted on the Nasdaq National Market
under the symbol "CSCO." On October 14, 1998, the average of the high and low
price for the Common Stock was $52.125.
------------------------
The selling shareholders and any broker-dealers or agents that participate with
the selling shareholders in the distribution of the shares may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, and
any commissions received by them and any profit on the resale of the shares
purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act.
------------------------
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.
------------------------
Cisco Systems, Inc. has 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 Cisco Systems, Inc. chooses not to maintain
the effectiveness of the registration statement of which this Prospectus
constitutes a part, 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 October 19, 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. (the "Company" 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
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements, information statements and other
information with the Securities and Exchange Commission (the "Commission").
Reports, proxy statements and other information filed by the Company may be
inspected and copied at the public reference facilities maintained by the
Commission at Public Reference Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission'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 Commission at 1-800-SEC-0330. Copies of
such material can be obtained by mail from the Public Reference Branch of the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. The Common Stock of the Company 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 Commission
maintains a World Wide Web site that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission. The address of the Commission's web site is
http://www.sec.gov.
The Company has filed with the Commission a registration statement on Form S-3
(herein, together with all amendments and exhibits thereto, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act") 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 Commission. For further information regarding the Company and
the Common Stock offered hereby, reference hereby 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 Commission 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.
2
<PAGE> 4
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission (File No. 0-18225) pursuant to
the Exchange Act are herein incorporated by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended July
25, 1998, filed September 25, 1998, including certain information in the
Company's Definitive Proxy Statement in connection with the Company's 1998
Annual Meeting of Shareholders and certain information in the Company's Annual
Report to Shareholders for the fiscal year ended July 25, 1998;
2. The Company's Current Report on Form 8-K filed October 13, 1998.
3. The description of the Company'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; and
4. All reports and other documents filed by the Company 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. The Company will, upon written or oral
request, provide without charge to each person 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. The Company's telephone number is (408)
526-4000.
3
<PAGE> 5
THE COMPANY
The principal executive offices of the Company are located at 255 West Tasman
Drive, San Jose, California 95134. The Company's telephone number is (408)
526-4000.
PLAN OF DISTRIBUTION
The Company is registering all 760,445 shares (the "Shares") on behalf of
certain Selling Shareholders (defined below). The Company will receive no
proceeds from this offering. The Shares offered hereby may be sold from time to
time by the selling shareholders named herein or by 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"). The Selling Shareholders will act independently of the Company
in making decisions with respect to the timing, manner and size of each sale.
Such 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) 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, (b) purchases by a
broker-dealer as principal and resale by such broker-dealer for its account
pursuant to this Prospectus, (c) an exchange distribution in accordance with the
rules of such exchange, (d) ordinary brokerage transactions and transactions in
which the broker solicits purchasers and (e) 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.
In connection with distributions of the Shares or otherwise, the Selling
Shareholders may enter into hedging transactions with broker-dealers. In
connection with 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 also may
enter into option or other transactions with broker-dealers which require the
delivery to the broker-dealer of the Shares registered hereunder, which the
broker-dealer may resell or otherwise transfer pursuant to this Prospectus. The
Selling Shareholder also may loan or pledge the Shares registered hereunder to a
broker-dealer and the broker-dealer may sell the Shares so loaned or upon a
default the broker-dealer may effect sales of 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 and/or the purchasers of the
Shares for whom such broker-dealers may act as agents or to whom they sell as
principals, or both (which compensation as to a particular broker-dealer might
be in excess of customary commissions) in amounts to be negotiated in connection
with the sale. Such 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
such sales and 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
4
<PAGE> 6
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 the Company
that they have not entered into any agreements, understandings or arrangements
with any underwriters or broker-dealers regarding the sale of their securities,
nor is there an underwriter or coordinating broker acting in connection with the
proposed sale of Shares by Selling Shareholders.
In order to comply with the securities laws of certain states, if applicable,
the Shares will be sold in such jurisdictions only through registered or
licensed brokers or dealers. 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 the Common Stock of the Company for a
period of two business days prior to the commencement of such distribution. In
addition and without limiting the foregoing, each Selling Shareholder will be
subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including, without limitation, Regulation M, which
provisions may limit the timing of purchases and sales of shares of the
Company's Common Stock by the Selling Shareholders. The Company 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 offered hereby.
Upon the Company 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, a supplement to this
Prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act, disclosing (i) the name of each such Selling Shareholder and of
the participating broker-dealer(s), (ii) the number of Shares involved, (iii)
the price at which such Shares were sold, (iv) the commissions paid or discounts
or concessions allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set
out or incorporated by reference in this Prospectus and (vi) other facts
material to the transaction. In addition, upon the Company being notified by a
Selling Shareholder that a donee or pledgee intends to sell more than 500
shares, a supplement to this Prospectus will be filed.
All costs, expenses and fees in connection with the registration of the Shares
will be borne by the Company. Commissions and discounts, if any, attributable to
the sales of the Shares will be borne by the Selling Shareholders. 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. 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
currently are 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>
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
</TABLE>
6
<PAGE> 8
<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>
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
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
7
<PAGE> 9
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 NYNEX Master Pension 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, 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.
8
<PAGE> 10
(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 the
Company 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.
9
<PAGE> 11
- ------------------------------------------------------
- ------------------------------------------------------
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........................... 3
The Company........................... 4
Plan of Distribution.................. 4
Selling Shareholders.................. 6
Legal Matters......................... 9
Experts............................... 9
</TABLE>
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
CISCO SYSTEMS, INC.
760,445 Shares
of Common Stock
------------------------
PROSPECTUS
------------------------
October 19, 1998
- ------------------------------------------------------
- ------------------------------------------------------
<PAGE> 12
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 the Company 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....................................... $11,694
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............................................ $53,283
=======
</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, the Company 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>
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> 13
(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 Commission 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> 14
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 19th day of
October, 1998.
CISCO SYSTEMS, INC.
By /s/ JOHN T. CHAMBERS
------------------------------------
John T. Chambers,
President, Chief Executive Officer
and Secretary
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 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
---------- ----- ----
<C> <C> <S>
/s/ JOHN T. CHAMBERS President, Chief Executive Officer and October 19, 1998
- ------------------------------------------ Director (Principal Executive Officer)
John T. Chambers
/s/ LARRY R. CARTER Senior Vice President, Finance and October 19, 1998
- ------------------------------------------ Administration, Chief Financial Officer
Larry R. Carter and Secretary (Principal Financial and
Accounting Officer)
Chairman of the Board and Director
- ------------------------------------------
John P. Morgridge
/s/ DONALD T. VALENTINE Director October 19, 1998
- ------------------------------------------
Donald T. Valentine
/s/ JAMES F. GIBBONS Director October 19, 1998
- ------------------------------------------
James F. Gibbons
/s/ ROBERT L. PUETTE Director October 19, 1998
- ------------------------------------------
Robert L. Puette
/s/ MASAYOSHI SON Director October 19, 1998
- ------------------------------------------
Masayoshi Son
</TABLE>
II-3
<PAGE> 15
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<C> <C> <S>
/s/ STEVEN M. WEST Director October 19, 1998
- ------------------------------------------
Steven M. West
/s/ EDWARD R. KOZEL Director October 19, 1998
- ------------------------------------------
Edward R. Kozel
/s/ CAROL A. BARTZ Director October 19, 1998
- ------------------------------------------
Carol A. Bartz
/s/ JAMES C. MORGAN Director October 19, 1998
- ------------------------------------------
James C. Morgan
/s/ MARY CIRILLO Director October 19, 1998
- ------------------------------------------
Mary Cirillo
Director
- ------------------------------------------
Arun Sarin
</TABLE>
II-4
<PAGE> 16
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>
<PAGE> 1
EXHIBIT 2.1
AGREEMENT OF MERGER
OF
ACQUIROR
AND
TARGET
This Agreement of Merger, dated as of the 30th day of September, 1998
("Merger Agreement"), between Cisco Systems, Inc., a California corporation
("Acquiror") and American Internet Corporation, a Delaware corporation
("Target").
RECITALS
A. Target was incorporated in the State of Delaware on December 30, 1994
and on the date hereof has outstanding 1,881,088 shares of Common Stock ("Target
Common Stock"), 1,500,000 shares of Series A Preferred Stock (the "Target Series
A Preferred Stock"), 2,713,077 shares of Series B Preferred Stock (the "Target
Series B Preferred Stock") and 2,888,920 shares of Series C Preferred Stock (the
"Target Series C Preferred Stock"). The Target Series A Preferred Stock, Series
B Preferred Stock and Series C Preferred Stock are hereinafter referred to as
the "Target Preferred Stock," and together with the shares of Target Common
Stock as the "Target Shares."
B. Acquiror and Target have entered into an Agreement and Plan of
Reorganization (the "Agreement and Plan of Reorganization") providing for
certain representations, warranties, covenants and agreements in connection with
the transactions contemplated hereby. This Merger Agreement and the Agreement
and Plan of Reorganization are intended to be construed together to effectuate
their purpose.
C. The Boards of Directors of Target and Acquiror deem it advisable and in
their mutual best interests and in the best interests of the shareholders of
Target that Target be acquired by Acquiror through a merger ("Merger") of Target
with and into Acquiror.
D. The Boards of Directors of Acquiror and Target and the shareholders of
Target have approved the Merger.
AGREEMENTS
The parties hereto hereby agree as follows:
1. Target shall be merged with and into Acquiror, and Acquiror shall be the
surviving corporation.
2. The Merger shall become effective at such time (the "Effective Time") as
this Merger Agreement and the officers' certificate of Target is filed with the
Secretary of State of the State of California pursuant to Section 1103 of the
Corporations Code of the State of California.
3. Immediately prior to the Effective Time of the Merger, each share of
Target Series A, Series B and Series C Preferred Stock will convert to Target
Common Stock. At the Effective Time of the Merger (i) all shares of Target
Common Stock that are owned directly or indirectly by Target, Acquiror or any
other subsidiary of Acquiror shall be cancelled, and no securities of Acquiror
or other consideration shall be delivered in exchange therefor, (ii) after
payment of the liquidation payments required by Target's Certificate of
Incorporation, as amended, each of the issued and outstanding shares of Target
Common Stock (other than shares, if any, held by persons who have not voted such
shares for approval of the Merger and with respect to which such persons shall
become entitled to exercise dissenters' rights in accordance with the Delaware
General Corporation Law, referred to hereinafter as "Dissenting Shares") shall
be converted automatically into and exchanged for .06257019 of a share of
Acquiror Common Stock; provided, however, that no more than 853,526 shares of
Common Stock of Acquiror shall be issued in such exchange (including Acquiror
Common Stock reserved for issuance upon exercise of Target options assumed by
Acquiror). Those shares of
<PAGE> 2
Acquiror Common Stock to be issued as a result of the Merger are referred to
herein as the "Acquiror Shares."
4. Any Dissenting Shares shall not be converted into Acquiror Common Stock
but shall be converted into the right to receive such consideration as may be
determined to be due with respect to such Dissenting Shares pursuant to the law
of the State of Delaware. If after the Effective Time any Dissenting Shares
shall lose their status as Dissenting Shares, then as of the occurrence of the
event which causes the loss of such status, such shares shall be converted into
Acquiror Common Stock in accordance with Section 3.
5. Notwithstanding any other term or provision hereof but subject to the
proviso in the second sentence of Section 3, no fractional shares of Acquiror
Common Stock shall be issued, but in lieu thereof each holder of Target Shares
who would otherwise, but for rounding as provided herein, be entitled to receive
a fraction of a share of Acquiror Common Stock shall receive from Acquiror an
amount of cash equal to the per share market value of Acquiror Common Stock
(deemed to be $64.7667) multiplied by the fraction of a share of Acquiror Common
Stock to which such holder would otherwise be entitled. The fractional share
interests of each Target shareholder shall be aggregated, so that no Target
shareholder shall receive cash in an amount greater than the value of one full
share of Acquiror Common Stock.
6. The conversion of Target Common Stock into Acquiror Common Stock as
provided by this Merger Agreement shall occur automatically at the Effective
Time of the Merger without action by the holders thereof. Each holder of Target
Common Stock shall thereupon be entitled to receive shares of Acquiror Common
Stock in accordance with the Agreement and Plan of Reorganization.
7. At the Effective Time of the Merger, the separate existence of Target
shall cease, and Acquiror shall succeed, without other transfer, to all of the
rights and properties of Target and shall be subject to all the debts and
liabilities thereof in the same manner as if Acquiror had itself incurred them.
All rights of creditors and all liens upon the property of each corporation
shall be preserved unimpaired, provided that such liens upon property of Target
shall be limited to the property affected thereby immediately prior to the
Effective Time of the Merger.
8. This Merger Agreement is intended as a plan of reorganization within the
meaning of Section 368 of the Internal Revenue Code of 1986, as amended.
9. (a) The Amended and Restated Articles of Incorporation of Acquiror in
effect immediately prior to the Effective Time shall be the Amended and Restated
Articles of Incorporation of the surviving corporation unless and until
thereafter amended.
(a) The Bylaws of Acquiror in effect immediately prior to the Effective
Time shall be the Bylaws of the surviving corporation unless and until amended
or repealed as provided by applicable law, the Articles of Incorporation of the
surviving corporation and such Bylaws.
(b) The directors and officers of Acquiror immediately prior to the
Effective Time shall be the directors and officers of the surviving corporation.
10. (a) Notwithstanding the approval of this Merger Agreement by the
shareholders of Target, this Merger Agreement may be terminated at any time
prior to the Effective Time of the Merger by mutual agreement of the Boards of
Directors of Acquiror and Target.
(b) Notwithstanding the approval of this Merger Agreement by the
shareholders of Target, this Merger Agreement shall terminate forthwith in the
event that the Agreement and Plan of Reorganization shall be terminated as
therein provided.
(c) In the event of the termination of this Merger Agreement as provided
above, this Merger Agreement shall forthwith become void and there shall be no
liability on the part of Target or Acquiror or their respective officers or
directors, except as otherwise provided in the Agreement and Plan of
Reorganization.
(d) This Merger Agreement may be signed in one or more counterparts, each
of which shall be deemed an original and all of which shall constitute one
agreement.
2
<PAGE> 3
(e) This Merger Agreement may be amended by the parties hereto any time
before or after approval hereof by the shareholders of Target, but, after such
approval, no amendments shall be made which by law require the further approval
of such shareholders without obtaining such approval. This Merger Agreement may
not be amended except by an instrument in writing signed on behalf of each of
the parties hereto.
IN WITNESS WHEREOF, the parties have executed this Merger Agreement as of
the date first written above.
ACQUIROR
By: /s/ JOHN T. CHAMBERS
------------------------------------
John T. Chambers, President
By: /s/ LARRY R. CARTER
------------------------------------
Larry R. Carter, Secretary
TARGET
By: /s/ ROBERT T. BRENNAN
------------------------------------
Robert T. Brennan, President
By: /s/ FREDERIC D. SHEA
------------------------------------
Frederic D. Shea, Secretary
3
<PAGE> 1
EXHIBIT 5.1
OPINION OF BROBECK, PHLEGER & HARRISON LLP
OCTOBER 19, 1998
CISCO SYSTEMS, INC.
255 W. TASMAN DRIVE
SAN JOSE, CALIFORNIA 95134
Re: Cisco Systems, Inc. Registration Statement on Form S-3
for Resale of 760,445 Shares of Common Stock
LADIES AND GENTLEMEN:
We have acted as counsel to Cisco Systems, Inc., a California corporation
(the "Company"), in connection with the registration for resale of 760,445
shares of Common Stock (the "Shares"), as described in the Company's
Registration Statement on Form S-3 (the "Registration Statement") filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act").
This opinion is being furnished in accordance with the requirements of Item
16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents, the corporate proceedings
taken by the Company in connection with the original issuance and sale of
743,761 of the Shares and the potential issuance and sale of 16,684 of the
Shares pursuant to the exercise of options granted under the American Internet
Corporation Third Amended Stock Option Plan (the "AIC Plan") and a certificate
of a Company officer regarding (among other things) the Company's receipt of
consideration upon the original issuance and sale of 743,761 of the Shares.
Based on such review, we are of the opinion that 743,761 of the Shares are duly
authorized, validly issued, fully paid and nonassessable and if, as and when the
remaining 16,684 Shares are issued and sold (and the consideration therefor
received) pursuant to the provisions of the AIC Plan and in accordance with the
Registration Statement, such Shares will be duly authorized, legally issued,
fully paid and nonassessable.
We consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement and to the reference to this firm under the caption "Legal Matters" in
the prospectus which is part of the Registration Statement. In giving this
consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Act, the rules and regulations
of the Securities and Exchange Commission promulgated thereunder or Item 509 of
Regulation S-K.
This opinion letter is rendered as of the date first written above and we
disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion expressly is
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company or the
Shares.
Very truly yours,
BROBECK, PHLEGER & HARRISON LLP
<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
October 19, 1998
