<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 9, 1998
REGISTRATION NO. 333-47191
================================================================================
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)
----------
CALIFORNIA 77-0059951
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
----------
255 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>
<CAPTION>
========================================================================================================================
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
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 2,513,307 $66.1875 $166,349,507.06 $49,073.10(2)
$0.001 par value per share
========================================================================================================================
</TABLE>
(1) The price of $66.1875, which was the average of the high and low prices of
the Common Stock on the Nasdaq National Market System on February 26, 1998, is
set forth solely for the purpose of computing the registration fee pursuant to
Rule 457(c).
(2) Previously paid $49,073.14 for 2,513,309 shares.
----------
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.
================================================================================
<PAGE> 2
2,513,307 SHARES
CISCO SYSTEMS, INC.
COMMON STOCK
This Prospectus relates to the public offering, which is not being
underwritten, of 2,513,307 shares of Common Stock, par value of $0.001 per
share, of Cisco Systems, Inc. (the "Company" or the "Registrant"). All
2,513,307 shares (the "Shares") may be offered by certain shareholders of the
Company or by pledgees, donees, transferees or other successors in interest
that receive such shares as a gift, partnership distribution or other non-sale
related transfer (the "Selling Shareholders"). All of the shares were
originally issued by the Company in connection with the acquisition of
LightSpeed International, Inc. ("LightSpeed"), by and through the acquisition
of all of the common and preferred stock and options to purchase common stock
of LightSpeed whereby LightSpeed was merged with and into the Company with the
Company as the surviving corporation. The Shares were issued pursuant to an
exemption from the registration requirements of the Securities Act of 1933, as
amended (the "Securities Act"), provided by Section 4(2) thereof. The Shares
are being registered by the Company pursuant to the Agreement and Plan of
Merger between the Company and LightSpeed.
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."
The Company will not receive any of the proceeds from the sale of the
Shares. The Company has agreed to bear certain expenses in connection with the
registration of the Shares being offered and sold by the Selling Shareholders.
The Company's Common Stock is quoted on the Nasdaq National Market under
the symbol "CSCO." On February 26, 1998, the average of the high and low price
for the Common Stock was $66.1875.
----------
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.
----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Company has undertaken to keep a Registration Statement of which this
Prospectus constitutes a part effective until the earlier to occur of February
10, 2000 or the earlier disposition of the securities offered hereby. After
such period, if the Company chooses not to maintain the effectiveness of the
Registration Statement of which this Prospectus constitutes a part, the
securities issuable upon exercise hereof and offered hereby may not be sold,
pledged, transferred or assigned, except in a transaction which is exempt under
the provisions of the Securities Act of 1933, as amended, or pursuant to an
effective registration statement thereunder.
================================================================================
The date of this Prospectus is , 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 the
Company, 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 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. 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 may also 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 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 is hereby 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.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission (File No. 0-18225)
pursuant to the Exchange Act are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
July 26, 1997, filed October 22, 1997;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
October 25, 1997 filed on December 9, 1997;
3. The Company's Current Reports on Form 8-K filed on February 11, 1998,
and on September 9, 1997, August 22, 1997.
4. Definitive Proxy Statement dated October 1, 1997, filed on October 1,
1997 in connection with the Company's 1997 Annual Meeting of Shareholders;
2.
<PAGE> 4
5. The description of the Company's Common Stock, $0.001 par value per
share, contained in its Registration Statement on Form 8-A filed on January 8,
1990, including any amendment or report filed for the purpose of updating such
description; and
6. 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
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 provide without charge to
each person to whom this Prospectus is delivered a copy of any or all of such
documents which are incorporated herein by reference (other than exhibits to
such documents unless such exhibits are specifically incorporated by reference
into the documents that this Prospectus incorporates). Written requests for
copies should be directed to Larry R. Carter, 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 will receive no proceeds from this offering. The Shares
offered hereby may be sold from time to time by the Selling Shareholders or by
pledgees, donees, transferees or other successors in interest. 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 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 negotiable 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 may also sell Shares short and redeliver
the Shares to close out such short positions. The Selling Shareholders may also
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 may also 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 the Securities Act in connection with
such sales and any such commission, discount or concession may be deemed to be
underwriting discounts or commissions under the Securities Act. In addition, any
securities covered by this Prospectus which qualify for sale pursuant to Rule
144 may be sold under Rule 144 rather than pursuant to this Prospectus.
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.
4.
<PAGE> 6
At the time a particular offer of Shares is made, if required, a
Prospectus Supplement will be distributed that will set forth the number of
Shares being offered and the terms of the offering, including the name of any
underwriter, dealer or agent, the purchase price paid by any underwriter, any
discount, commission and other item constituting compensation, any discount,
commission or concession allowed or reallowed or paid to any dealer, and the
proposed selling price to the public.
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 or 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 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>
Allen Andersson(2) 186,723 * 186,723
The Applegate and Collatos 1,941 * 1,941
Incorporated Profit Sharing
Plan and Trust
Kim M. AuBuchon 2,945 * 2,945
David M. Baum 2,019 * 2,019
Caramia LLC 2,426 * 2,426
Brendan Joseph Cassin and 1,941 * 1,941
Isabel B. Cassin, Trustees of the
Cassin Family Trust U/D/T dtd
1/31/96
Eagle Ventures, L.L.C.(3) 14,392 * 14,392
Eagle Ventures II, L.L.C.(4) 4,073 * 4,073
IAI U.S. Venture Fund I, L.P.(5) 90,905 * 90,905
IAI U.S. Venture Fund II, L.P.(6) 109,980 * 109,980
Japan Associated Finance Co. 10,044 * 10,044
Ltd.
JAFCO G-5 Investment 40,177 * 40,177
Enterprise Partnership
U.S. Information Technology 200,888 * 200,888
Investment Partners
Robert W. Kaumans 504 * 504
Ian F. Landy(7) 235,652 * 235,652
</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>
The Forrest Landy Irrevocable 20,198 * 20,198
Trust
The Sebastian Landy Irrevocable 20,198 * 20,198
Trust
Karen Landy 20,198 * 20,198
Wai-Kit Li 504 * 504
Donald L. Lucas, Successor 1,941 * 1,941
Trustee, Donald L. Lucas
Serge Pashenkov 820 * 820
Sevin Rosen Fund V, L.P.(8) 535,616 * 535,616
Sevin Rosen V Affiliates Fund(9) 22,899 * 22,899
L.P.
Sevin Rosen Bayless 2,421 * 2,421
Management Company
Gerardo Rosenkranz 1,213 * 1,213
RWI Group, L.P. 5,096 * 5,096
University of California, 4,051 * 4,051
Berkeley Foundation
Vanguard V, L.P.(10) 420,889 * 420,889
Lev Volftsun(7) 266,067 * 266,067
Ilona Kirzhner, Trustee of the 15,091 * 15,091
Lana T. Volftsun Irrevocable
Trust
Ilona Kirzhner, Trustee of the 15,091 * 15,091
Stephanie S. Volftsun
Irrevocable Trust
Patrick M. Walsh 2,061 * 2,061
Worldview Technology 86,166 * 86,166
Partners, L.P.(11)
Worldview Technology 33,583 * 33,583
International, L.P.(12)
</TABLE>
7.
<PAGE> 9
<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>
Worldview Strategic Partners I, 7,422 * 7,422
L.P.(13)
WPG Enterprise Fund II, L.P.(14) 69,436 * 69,436
Weiss, Peck & Greer Venture 57,736 * 57,736
Associates III, L.P.(14)
*
--------- ---------
TOTAL 2,513,307 * 2,513,307
</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) Excludes shares which may be distributed to such person as a distribution
in such person's interest in Worldview Technology Partners, L.P. and Worldview
Strategic Partners I, L.P.
(3) Subsequent to the date of this Prospectus, the shares held by Eagle
Ventures, L.L.C. may be distributed to Jeff Applebaum, James Behnke, Jim Beloff,
Archie Black, Anthony Daffer, Kip Knelman, Angelina Lawton, Adriana Rahn, Mark
Rahn, Noel Rahn, Noel Rahn, Jr., Chris Smith, Jim Sorenson, R. David Spreng,
Rich Struthers and Jeffrey Tollefson.
(4) Subsequent to the date of this Prospectus, the shares held by Eagle Ventures
II, L.L.C. may be distributed to Jeff Applebaum, James Behnke, Jim Beloff,
Archie Black, Anthony Daffer, Susan Haedt, Ron Hendricksen, Bill Joas, Kip
Knelman, Angelina Lawton, Adriana Rahn, Mark Rahn, Noel Rahn, Noel Rahn Jr.,
Chris Smith, Jim Sorenson, R. David Spreng, Rich Struthers, Jeffrey Tollefson
and Scott Wolf.
(5) Subsequent to the date of this Prospectus, the shares held by IAI U.S.
Venture Fund I, L.P. may be distributed to Massachusetts Bay Transportation
Authority Retirement Fund, TSB Group Pension Trust Limited, Babylone Investment,
Cook & Cie Group, Becharo N.V., Overseas International Ltd., Caroline Hunt Trust
Estate, Camrose Services, Ltd., Packard Holdings, B.I. Lipworth & Co., Limited,
Fidulex Mgmnt\UBP and IAI Ventures, Inc. (General Partner).
(6) Subsequent to the date of this Prospectus, the shares held by IAI U.S.
Venture Fund II, L.P. may be distributed to Minnesota State Board of Investment,
The Permanent University Fund of the State of Texas (UTIMCO), Board of Regents
of University of Texas System (UTIMCO), Active International Investment Fund
(Daiwa Bank), Massachusetts Bay Transportation Authority Retirement Fund, Pictet
& Cie, Polux Investment Corporation, City of Austin Police Retirement System,
ADEC Investment L.P. II, Cook & Cie, S.A., Farm Bureau Life Insurance Company,
TSB Group Pension Trust Limited, Dain Bosworth, Incorporated, Wisconsin Alumni
Research Foundation, Becharo N.V., Arend John Kuijvenhoven, JVK, L.P., Babylone
Investment, Caroline Hunt Trust Estate, Phillips Partners, Ltd., Ronald Mankoff,
Minneapolis Police Relief Association, Iowa Farm Bureau Federation, Overseas
International Ltd., Fidulex Management Inc., BL Investments Limited, Herbert P.
Koch Trust, Camrose Services, Ltd., Burstein Hertogs Olsen & McFarland, P.A.
Profit Sharing Plan and Trust, Samuel Hertogs, Lawin Enterprises LLC, Paul
Colombo, Thomson Family Partners, John E. Lindahl, Rolf C. Dienst, Jochen
Wawersic, Paul Ranheim, Todd Peterson, Sean Hill and IAI Ventures, Inc. (General
8.
<PAGE> 10
Partner).
(7) Excludes shares which may be distributed to such person as a distribution in
such person's interest in Worldview Strategic Partners I, L.P.
(8) Subsequent to the date of this Prospectus, the shares held by Sevin Rosen
Fund V, L.P. may be distributed to Leeway & Company, LACERA, Miami Corporation,
St. Paul Fire & Marine Insurance Company, BankAmerica Capital Corporation, Inc.,
Rho Management Trust I, The Minnesota Mutual Life Insurance Company,
Knightsbridge Integrated Holdings II Partnership, The Northern Trust Co. as
Trustee of the Vulcan Materials Company Master Pension Trust, Hudson Trust,
Kemper Technology Fund, Lawrenceville School, Rolf Stadheim, Esq., JAFCO Co.
Ltd, Mellon Trust as Trustee for GMI/DRI Investment Trust, UST Private Equity
Investors Fund, Inc., Clark Partners III, L.P., Hunt Financial Corporation,
Cutler Oil & Gas Corporation, Paulos Investments, Ltd., State Street Bank &
Trust Company as Trustee for Baxter International Inc. & Subsidiaries Pension
Trust, Barbara Oil Company, J.F. Shea Company, Inc. as Nominee 1995-23, Standard
Mortgage Company, Frank Russell Trust Company as Trustee for Roche Retirement
Plans' Master Trust, Carrara Venture Fund, Ltd., L.J. Sevin Benevolent Fund, A.
Segal Holdings, Inc., David B. Weinberg, Trustee of the Marjorie G. Weinberg
Marital Trust, Polkview Corporation, William and Julie A. Wrigley, Michael
Price, James A. Delany III Declaration of Trust 6-9-93, Northern Trust Co. &
Frank H. Detweiler as Trustees U/A DTD 06-01-64 w/W.S. McCormack 02-30022, James
E. Guth IRA, Silicon Valley Bancshares, Theodore Johnson, Baer Family
Partnership, Charles Schroeder, Fourth KDW Partners, John Ochsner, Vertex
Partners, L.P., Bali Home LLC, Kent Fuka, Negrin Family Trust - 1996 - u/t/a
11/22/96, McMurtry Family Trust UA 08/04/82, B.J. McMurtry, Trustee, Stephen L.
Domenik, Charles H. Phipps, Mary Claire Aschenbrener Phipps, Christopher D.
Phipps Trust U/A December 9, 1993, Ann E. Phipps Trust U/A/ December 9, 1993,
Charles J. Phipps Trust U/A/ December 10, 1993, Jon W. Bayless, Jennifer Gill
Roberts, John V. Jaggers, Stephen M. Dow, C. Eugene Ennis, Imperial Creditcorp,
Gorman Children's Trust I, Gorman Children's Trust II, Dennis J. Gorman and SRB
Associates V L.P.
(9) Subsequent to the date of this Prospectus, the shares held by Sevin Rosen V
Affiliates Fund may be distributed to Benjamin M. Rosen, William W. Lattin,
Rosetta Stone Corporation, Marver Living Trust dated 12/24/92, Lucas Trust DTD
12-3-84, Kilin To, Ekhard Pfeiffer, Kevin J. McGarity, R. Dale Ross, Eureka
Investments, L.P., Morton H. Meyerson, Michael J. Callahan, G. Ward Paxton,
David I. Epstein, James E. Bessen, Marc R. Hannah, Theodore Johnson, Lawrence
Owen Brown Family Trust U/D/T 10/30/87, David I. Caplan, C. Eugene Ennis, Bass
Trust U/D/T dated 4/29/88, Tracy T. Lefteroff, McMurtry Family Trust UA
08/04/82, B.J. McMurtry, Trustee, Max D. Hopper, William D. Jobe, Dixon and
Carol Doll Family Trust, Fabbio Family Limited Partnership, George T. Hawley,
James I. Cash & Clemmie I. Cash TTEES, William G. Bock, Eric L. Jones, Higgerson
Revocable Trust UAD 4/6/90, John W. White, Melvin Sharp, Dick H. Moeller, Jackie
R. Kimzey, Robert W. Stearns, Roger W. Roberts, Steven J. Wallach, James H. Van
Tassel, Jack S. Kilby, Negrin Family Trust - 1996 - u/t/a 11/22/96, E. Oran
Brigham, Selina Y. Lo, Trustee of the Selina Y. Lo Trust U/D/T dated 07/22/97,
Thurman John Rodgers, David F. Bellet, MLPF&S CUST FBO Reese S. Terry - IRA A/C#
589-21109, Terrence L. Rock, Kevin C. McDonough, James H. Clardy, Stephen J.
Gaal, Tyrone Farrar Pike, Robert J. Paluck, William E. Ladin, Robert V.
Gunderson, Grant A. Dove, Jack M. Gill, VLG Investments 1996, Pallab Chatterjee,
Thomas S. Huseby, Edward F. West, Craig W. Johnson, DMW Investors '96 LLC,
University of Michigan Business School Growth Fund and SRB Associates V L.P.
(10) Subsequent to the date of this Prospectus, the shares held by Vanguard V,
L.P. may be distributed to Apfelberg Family Trust, Archibald Family Trust, Bass
Trust Dated 4/29/88, Paul Buchner, Cassin Family Trust, James Delaney
Declaration of Trust dated 6/9/93, Klaus Derge, Dion Family Trust, Richard
Driehaus, Herbert Dwight, Equifax, F&W Venture Investors, Walter & Judith
Flamenbaum, William E. & Kahala-Ann Gibson, Jason Gill, Jefferson Gill, Jennifer
Gill, Tyler Gill, GTLD, Limited, Thomas & Melba Harken, Helzel Kirshman, L.P.,
Amy Higgerson, Carolyn Higgerson, Higgerson Revocable Living Trust, Investment
Advisers, Inc., Japan Associated Finance Company Ltd., Bruce Jenett Money
Purchase Pension Plan, Jonathan Lach, Richard Lucas Cancer Foundation, Bruce
Mackler, Dennis Maruyama, MGVF II, Ltd., Mrs. Jesse E. Mills, Minnesota Mutual
Life Insurance Co., L.P. Moussekido, Negrin Family Trust, Anne Pattee, Gordon
Pattee, Pyramide Partnership, L.P., Michael Pytel, Steven Pytel, John Pytel,
Stan & Kathryn Pytel, William D. Rau, RBI Partners V, James Reichert, Philip J.
Romano, Gerardo Rosenkranz, Ricardo Rosenkranz, Roberto Rosenkranz, Rosetree
Partners, Science Futures, Inc., Science Futures Money Purchase Pension Plan,
Rich Shapero, Silicon Valley Bancshares, SSB Foundation, Master Trust for
Tredegar Industries, Tredegar Investments, United of Omaha Life Insurance
Company, United States Trust Company of New York, University of Richmond,
University of Tennessee, and Vanguard V Venture Partners, LLC.
9.
<PAGE> 11
(11) Subsequent to the date of this Prospectus, the shares held by Worldview
Technology Partners, L.P. may be distributed to its General Partner, Worldview
Capital I, L.P. and to the following limited partners: Allen Andersson, Bayview
Investors Ltd, Board of Trustees Leland Stanford Junior University, The Gary L.
& Lynda S. Bridge Family Revocable Trust org. est 9/23/82 as restated 9/19/91,
Chancellor LGT Partnership Fund I, L.P., Endowment Venture Partners III, L.P., F
& B LLC, FOX Venture Partners, L.P., HB-PGGM Fund I, L.P., Horsley Bridge
Retirement Savings Trust, FBO Duane Phillips, Hewlett Packard Deferred Profit
Sharing Plan, Horsley Bridge Fund IV, L.P., The S. Philip & Gloria C. Horsley
Revocable Family Trust dated 1/23/92, Johnson LLC, Los Angeles County Employee
Retirement Association, Gary M. Lauder, Leonard A. Lauder, William P. Lauder,
Micro Star Co., Inc., Morgan Investors V, Pantheon USA Fund II Ltd., Private
Syndicate Pty Ltd. Trustee for Alternative Investment Private Syndicate, Regents
of the University of Michigan, Glyns Nominees Ltd as nominee of the Strathclyde
Pension Fund and Washington State Investment Board.
(12) Subsequent to the date of this Prospectus, the shares held by Worldview
Technology International, L.P. may be distributed to its General Partner,
Worldview Capital I, L.P. and to the following limited partners: Ado Electronic
Industrial Co., Ltd., Ado Kosan Co., Ltd., Direct International Ltd., Hikari
Tsushin, Inc., ITC Ventures II, Inc., Leo Global Fund Class B, Macnica, Inc.,
Mitsubishi International Corporation, Nissho Electronics Corporation, NVCC No. 1
Investment Enterprise Partnership, Solomon Technology Corporation, UMAX Data
Systems, Inc., V. Partner Corporation and Vento LLC.
(13) Subsequent to the date of this Prospectus, the shares held by Worldview
Strategic Partners I, L.P. may be distributed to its General Partner, Worldview
Capital I, L.P. and to the following limited partners: Allen Andersson, Prakash
Agarwal, Paul & Evelyn Baran Trust, Christopher Blair, Robert D. Brannon,
Michael Caglarcan, Frank Cheng, Tien-Hon Chiag, Dixon & Carol Doll Family Trust,
Prabhat K. Dubey, Kamran Elahian, Kenneth B. Fine, Troy A. Griepp, Michael S.
Grunewald, C.S. Ho, Frank Huang, Jen-Hsun Huang, Johnson LLC, Jones Living
Trust, Alexander S. Kuli, Ian F. Landy, Roger McNamee, McQuillan Consulting
Self-Employed Profit Sharing; FBO John McQuillan, Millard Trust U/A dtd 9/23/94,
William Miller, Peter T. Morris, Franklin H. Moss, Oak Investment Partners VI,
L.P., Oak Affiliates VI Fund, L.P., Arthur Patterson, Greg Reyes, Gregario &
Vanessa Reyes Trust UDT 4/22/83, William I. Schrader, Sequoia Capital VII, L.P.,
Sequoia Technology Partners VII, L.P., Rich Shapero, Paul Sherer, James R.
Swartz, Virginia M. Turezyn, Vento LLC, Lev Volftsun, Kevin Wang, Christine
West, John Wilczak, Tim A. & Kimberly P. Williams 1996 Trust and Yang Family
Trust UDT dated 4/11/94.
(14) Subsequent to the date of this Prospectus, the shares held by WPG
Enterprise Fund II, L.P. and 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, LLC, 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., Harris Trust &
Savings Bank, 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.
10.
<PAGE> 12
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 26, 1997 and July 28, 1996
and the consolidated statements of operations, shareholders' equity, and cash
flows for each of the three years in the period ended July 26, 1997 incorporated
by reference in this prospectus, have been incorporated herein in reliance on
the report of Coopers & Lybrand L.L.P., independent accountants, given on the
authority of that firm as experts in accounting and auditing.
11.
<PAGE> 13
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>
<CAPTION>
TABLE OF CONTENTS
Page
----
<S> <C>
Available Information.................................................... 2
Incorporation of Certain Documents by Reference.......................... 2
The Company.............................................................. 4
Plan of Distribution..................................................... 4
Selling Shareholders..................................................... 5
Legal Matters............................................................ 10
Experts.................................................................. 10
</TABLE>
- -----------------------
CISCO SYSTEMS, INC.
2,513,307 Shares
of Common Stock
PROSPECTUS
<PAGE> 14
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 $49,074
Legal fees and expenses 15,000
Accounting fees and expenses 5,000
Miscellaneous 500
-------
Total $69,574
=======
</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 and Plan 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
Counsel 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; provided, however, that (i) and (ii)
do not apply if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by (i) and
(ii) is contained in periodic reports filed with or furnished to the Commission
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
II-1
<PAGE> 15
(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.
(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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, 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 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> 16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Amendment No. 1 to the 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
March, 1998.
CISCO SYSTEMS, INC.
By /s/ LARRY R. CARTER
-----------------------------------
Larry R. Carter,
Vice President, Finance and
Administration, Chief Financial
Officer and Secretary
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 March 9, 1998
- ---------------------------- Officer and Director
John T. Chambers (Principal Executive Officer)
/s/ Larry R. Carter* Vice President, Finance and March 9, 1998
- ---------------------------- Administration, Chief Financial
John T. Chambers Officer and Secretary
(Principal Executive Officer)
/s/ John P. Morgridge* Chairman of the Board and Director March 9, 1998
- ----------------------------
John P. Morgridge
</TABLE>
II-3
<PAGE> 17
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ---------- ----- ----
<S> <C> <C>
/s/ Donald T. Valentine* Director March 9, 1998
- ----------------------------
Donald T. Valentine
/s/ James F. Gibbons* Director March 9, 1998
- ----------------------------
James F. Gibbons
/s/ Robert L. Puette* Director March 9, 1998
- ----------------------------
Robert L. Puette
/s/ Masayoshi Son* Director March 9, 1998
- ----------------------------
Masayoshi Son
/s/ Steven M. West* Director March 9, 1998
- ----------------------------
Steven M. West
/s/ Edward R. Kozel* Director March 9, 1998
- ----------------------------
Edward R. Kozel
/s/ Carol A. Bartz* Director March 9, 1998
- ----------------------------
Carol A. Bartz
/s/ James C. Morgan* Director March 9, 1998
- ----------------------------
James C. Morgan
/s/ Mary Cirillo* Director March 9, 1998
- ----------------------------
Mary Cirillo
/s/ Larry R. Carter
- ---------------------------- March 9, 1998
* Larry R. Carter
(Attorney-in-fact)
</TABLE>
II-4
<PAGE> 18
Index to Exhibits
-----------------
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title
- ------- -------------
<S> <C>
2.1 Agreement and Plan 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
Counsel 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 the Registration
Statement on Form S-3 of Cisco Systems, Inc. for the registration of 2,513,307
shares of its common stock, of our reports dated August 4, 1997, on our audits
of the consolidated financial statements and financial statement schedule of
Cisco Systems, Inc. as of July 26, 1997 and July 28, 1996, and for the years
ended July 26, 1997, July 28, 1996, and July 30, 1995 which reports are included
in the Company's 1997 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."
COOPERS & LYBRAND L.L.P.
San Jose, California
March 6, 1998
