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As filed with the Securities and Exchange Commission on _________, 1998
Registration No. 333-42249
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CISCO SYSTEMS, INC.
(Exact name of issuer as specified in its charter)
CALIFORNIA 77-0059951
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
170 WEST TASMAN DRIVE, SAN JOSE, CALIFORNIA 95134-1706
(Address of principal executive offices) (Zip Code)
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CISCO SYSTEMS, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
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JOHN T. CHAMBERS
PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR
CISCO SYSTEMS, INC.
170 WEST TASMAN DRIVE, SAN JOSE, CALIFORNIA 95134-1706
(Name and address of agent for service)
(408) 526-4000
(Telephone number, including area code, of agent for service)
-----------
This Post-Effective Amendment No. 1 to the Registration Statement shall
hereafter become effective in accordance with the provisions of Section 8(c) of
the Securities Act of 1933.
- --------------------------------------------------------------------------------
RE-ALLOCATION
On December 12, 1997, Cisco Systems, Inc. (the "Registrant") registered on a
Form S-8 Registration Statement with the Securities and Exchange Commission (the
"Commission"), Registration Number 333-42249, 15,000,000 shares of its Common
Stock reserved for issuance under the Registrant's 1989 Employee Stock Purchase
Plan (the "U.S. Purchase Plan"). The Registrant now intends to use 3,000,000 of
such registered shares for issuance to employees of its foreign subsidiaries
under the Registrant's International Employee Stock Purchase Plan (the
"International Purchase Plan"). Registrant's U.S. Purchase Plan and
International Purchase Plan utilize the same share reserve. Accordingly,
Registrant is hereby re-allocating 3,000,000 of the previously-registered shares
under its U.S. Purchase Plan, with such re-allocation to be effective
immediately upon the filing of this Post-Effective Amendment. Registrant shall
re-register said 3,000,000 shares under the International Purchase Plan on a new
Form S-8 Registration Statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Registrant also hereby amends Item 4 of Registrant's Form S-8 Registration
Statement (Registration Number 333- 42249, filed with the Commission on December
12, 1997) in its entirety to read as follows:
"Item 4. Description of Securities
Not applicable.
With respect to securities to be offered to employees
of the Registrant or Registrant's Israeli subsidiary, Cisco
Systems Israel Limited, which are subject to the securities laws
of the State of Israel, the following legend shall apply:
THE SECURITIES AUTHORITY OF THE STATE OF ISRAEL HAS EXEMPTED
CISCO SYSTEMS, INC. FROM THE REQUIREMENT UNDER ISRAELI LAW TO
OBTAIN A PERMIT WITH REGARD TO THIS FORM S-8. NOTHING IN THE
EXEMPTION GRANTED SHALL BE CONSTRUED AS AUTHENTICATING THE
MATTERS CONTAINED IN THIS FORM S-8 OR AN APPROVAL OF THEIR
RELIABILITY OR ACCURACY OR AN EXPRESSION OF AN OPINION AS TO THE
QUALITY OF THE SECURITIES OFFERED HEREBY."
2.
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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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Jose, State of California, on this 25th day of
September, 1998.
CISCO SYSTEMS, INC.
By * /s/ John T. Chambers
-----------------------------------------------
John T. Chambers
President, Chief Executive Officer and Director
Pursuant to the requirements of the 1933 Act, as amended, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
- ----------- ------ -----
<S> <C> <C>
* /s/ John T. Chambers President, Chief Executive Officer September 25, 1998
- ---------------------------------- and Director (Principal Executive Officer)
John T. Chambers
* /s/ Larry R. Carter Senior Vice President, Finance and September 25, 1998
- ---------------------------------- Administration, Chief Financial Officer
Larry R. Carter and Secretary (Principal Financial and
Accounting Officer)
* /s/ John P. Morgridge Chairman of the Board September 25, 1998
- ----------------------------------
John P. Morgridge
* /s/ Donald T. Valentine Director September 25, 1998
- ----------------------------------
Donald T. Valentine
* /s/ James F. Gibbons Director September 25, 1998
- ----------------------------------
James F. Gibbons
* /s/ Robert L. Puette Director September 25, 1998
- ----------------------------------
Robert L. Puette
*/s/ Masayoshi Son Director September 25, 1998
Masayoshi Son
*/s/ Steven M. West Director September 25, 1998
- ----------------------------------
Steven M. West
*/s/ Edward Kozel Director September 25, 1998
- ----------------------------------
Edward Kozel
*/s/ Carol Bartz Director September 25, 1998
- ----------------------------------
Carol Bartz
[no signature] Director September 25, 1998
- ----------------------------------
Mary Cirillo
[no signature] Director September 25, 1998
- ----------------------------------
James C. Morgan
* By /s/ Larry R. Carter September 25, 1998
----------------------------
Larry R. Carter
Attorney-in-Fact
</TABLE>
3.
