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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-58533
161,159 SHARES
CISCO SYSTEMS, INC.
COMMON STOCK
This Prospectus relates to the public offering, which is not being
underwritten, of 161,159 shares of Common Stock, par value of $0.001 per share,
of Cisco Systems, Inc. (the "Company" or the "Registrant"). All 161,159 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 purchase of the capital stock of C.D.S.I. Ltd.
("CDSI"), by and through the purchase of all of the capital stock and options to
purchase capital stock of CDSI whereby CDSI became a wholly-owned subsidiary of
the Company. 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 Stock Purchase Agreement, dated May 2,
1998 by and among the Company and the Selling Shareholders identified therein.
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 June 30, 1998, the average of the high and low price for
the Common Stock was $92.3125.
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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.
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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.
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The Company has undertaken to keep a Registration Statement of which this
Prospectus constitutes a part effective until the 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, as amended, or pursuant to an
effective registration statement thereunder.
THE DATE OF THIS PROSPECTUS IS JULY 22, 1998
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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 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 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, 1998, for the quarter ended January
24, 1998 filed on March 9, 1998 and for the quarter ended April 25, 1998
filed on June 8, 1998;
3. The Company's Current Reports on Form 8-K filed on June 11, 1998,
May 15, 1998, April 29, 1998, February 11, 1998, September 9, 1997, and on
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;
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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.
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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 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 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
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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 The
Company assumes no obligation to so deliver copies of this Prospectus or any
related Prospectus Supplement.
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.
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
SHARES PERCENT OF REGISTERED FOR
BENEFICIALLY OUTSTANDING SALE
NAME OF SELLING SHAREHOLDER OWNED SHARES HEREBY(1)
--------------------------- ------------ ----------- --------------
<S> <C> <C> <C>
Robert Berger........................... 128 * 128
Ron Cohen............................... 5,774 * 5,774
Melani Crescini......................... 770 * 770
Shimon Dahan............................ 12,830 * 12,830
Nir Dinur............................... 770 * 770
Irit Edberg............................. 385 * 385
Nisan Elfassy........................... 2,053 * 2,053
Amir Eyal............................... 4,277 * 4,277
Erez Faigenbaum......................... 1,540 * 1,540
Ilan Frenkel............................ 1,283 * 1,283
Anat Geffen............................. 1,925 * 1,925
Roman Geller............................ 1,540 * 1,540
Arik Hadass............................. 3,849 * 3,849
Sholomo Hai............................. 1,283 * 1,283
Eyal Hertzog............................ 1,604 * 1,604
Yosi Hindin............................. 2,438 * 2,438
Alma Kantz.............................. 1,026 * 1,026
Dror Koren.............................. 1,540 * 1,540
Nira Leibman............................ 1,925 * 1,925
Dorit Licht............................. 655 * 655
</TABLE>
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<TABLE>
<CAPTION>
NUMBER OF
NUMBER OF SHARES
SHARES PERCENT OF REGISTERED FOR
BENEFICIALLY OUTSTANDING SALE
NAME OF SELLING SHAREHOLDER OWNED SHARES HEREBY(1)
--------------------------- ------------ ----------- --------------
<S> <C> <C> <C>
Jonathan Lifton......................... 213 * 213
Ron Lifton.............................. 12,830 * 12,830
Dan Lynch............................... 128 * 128
Shai Mohaban............................ 12,830 * 12,830
Scott Mousley........................... 3,464 * 3,464
Amir Naftali............................ 1,540 * 1,540
Arad Naveh.............................. 44,104 * 44,104
Uri Nisani.............................. 1,283 * 1,283
Itzik Parnafes.......................... 12,830 * 12,830
Ron Perry............................... 1,824 * 1,824
Yoram Ramberg........................... 1,925 * 1,925
Jochai Rubinstein....................... 1,283 * 1,283
Yoram Snir.............................. 1,925 * 1,925
Steven M. Woo........................... 10,906 * 10,906
Yechiam Yemini.......................... 128 * 128
Arthur Zavalkovsky...................... 1,540 * 1,540
Gilad Zlotkin........................... 4,811 * 4,811
------- -- -------
Total......................... 161,159 * 161,159
</TABLE>
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* 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.
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 PricewaterhouseCoopers LLP, independent accountants, given on the
authority of that firm as experts in accounting and auditing.
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