<PAGE> 1
Filed Pursuant to Rule 424(b)(3) and (c)
File Number 333-51089
PROSPECTUS SUPPLEMENT DATED JULY 24, 1998
to
Prospectus Dated May 1, 1998
965,530 SHARES
CISCO SYSTEMS, INC.
COMMON STOCK
This Prospectus Supplement supplements the Prospectus dated May
1, 1998 (the "Prospectus") of Cisco Systems, Inc. (the "Company") relating to
the public offering, which is not being underwritten, and sale 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") of
965,530 shares of Common Stock, $0.001 par value, of the Company (the "Common
Stock") who received such shares in connection with the acquisition of Precept
Software, Inc. ("Precept"), by and through the acquisition of all of the common
and preferred stock and options to purchase common stock of Precept whereby
Precept was merged with and into the Company with the Company as the surviving
corporation. This Prospectus Supplement should be read in conjunction with the
Prospectus, and this Prospectus Supplement is qualified by reference to the
Prospectus except to the extent that the information herein contained supersedes
the information contained in the Prospectus. Capitalized terms used in this
Prospectus Summary and not otherwise defined herein have the meanings specified
in the Prospectus.
SELLING SHAREHOLDERS
Footnote (7) below (the "Footnote") sets forth shareholders of
the Company who were not specifically identified in the Prospectus as Selling
Shareholders. The shareholders identified in the Footnotes below may receive
shares of Common Stock through partnership distributions. The table of Selling
Shareholders in the Prospectus is hereby amended to include the shareholders
identified in the Footnote as Selling Shareholders:
<TABLE>
<CAPTION>
Number of
Shares
Number of Shares Percent of Registered for
Beneficially Outstanding Sale
Name of Selling Shareholder Owned Shares Hereby(1)
- --------------------------- ----- ------ ---------
<S> <C> <C> <C>
Kleiner Perkins Caufield & Byers VII(7) 51,501 * 51,501
</TABLE>
- ----------------
* less than one percent
(7) Subsequent to the date of this Prospectus Supplement, the shares held by
Kleiner Perkins Caufield & Byers VII may be distributed to Continental
Partners, LLC; Ralph F. Anderson, Trustee, the Edith M. Anderson Trust U/A
dated 8/19/64; Robert W. Baird & Co., Inc., Trustee FBO John R. Anderson
IRA; John R. Anderson Revocable Trust dated 9/21/77; Leeway & Co.;
Alexander E. Barkas; James L. Barksdale; Andreas Bechtolsheim; Stephen M.
Berkley; Susan Biglieri; Howard C. Birndorf; Brobeck Investment Co. IV,
L.P.; John Doerr, Trustee Under Brook H. Byers Trust Agreement dated
7/25/86; Brook H. Byers; Kenneth G. Byers, Jr.; Thomas H. Byers; William
V. Campbell; Stephen M. Case; Frank J. Caufield; Monsanto Company/Solutia
Inc. Group Trust; Mellon Bank, N.A., Trustee Under Master Trust Agreement
of Philadelphia Electric Co. and its Subsidiaries dated 7/5/90 for
Employee Benefit Plans; James H. Clark; CPQ Holdings, Inc.; Kevin R.
Compton; Scott D. Cook & Helen Signe Ostby 1993 Trust; Michael S. Curry;
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Michael Dell; Brook H. Byers, Trustee, John and Ann Doerr Irrevocable
Children's Trust dated 5/26/94; L. John Doerr; Brook H. Byers, Trustee LJD
Trust VII dated 5/26/94; Gothic Corporation; Endowment Venture Partners
II, a Limited Partnership; Irwin B. Eskind; Richard J. Eskind; Robert M.
Fell Living Trust dated 6/14/95; Finnigan Living Trust dated 12/7/90,
Robert and Bette Finnigan Trustees; Thomas W. Ford; The Ford Foundation;
GC&H Investments; Georgia Tech Foundation, Inc.; Gibraltar Trust; Mellon
Bank, N.A., Trustee, First Plaza Group Trust as Directed by General Motors
Investment Management Corp.; Harvard Master Trust; Phemus Corporation;
Harvard-Yenching Institute; Cynthia T. Healy; William R. Hearst III; The
William and Flora Hewlett Foundation; Hixson Family Trust dated 8/25/86;
Horsley Bridge Fund III, L.P.; Master Trust Pursuant to Hewlett-Packard
Co. Deferred Profit Sharing Plan and Supplemental Pension Plan; David
Jackson Trust; William N. Joy; Bruce R. Katz; Neal Bhadkamkar, Trustee,
The Vinod Khosla and Neeru Khosla 1992 Irrevocable Trust UTA dated
12/18/92; Vinod Khosla; E. Floyd Kvamme; Los Angeles County Employees
Retirement Association; Joseph S. Lacob; Brook H. Byers, Trustee, Lacob
Children's Trust dated 5/26/94; Bernard J. LaCroute; James P. Lally; David
E. Liddle; Douglas J. MacKenzie; Robert R. Maxfield, Trustee FBO Robert R.
Maxfield UA dated 12/14/87; The Northern Trust Co., as Co-Trustee U/W
Walter B. Smith FBO Robert C. McCormack #01-57469; McKenna Family
Partnership, California Limited Partnership dated 5/25/92; Andrew W.
Mellon Foundation; Massachusetts Institute of Technology; Gordon E. and
Betty I. Moore Trustees, The Gordon E. and Betty I. Moore Trust U/A dated
1/20/93; Timothy Mott, Trustee, Mott Family Trust dated 12/10/93; Paul
Capital Partners III, L.P.; Pearl Investments, Inc.; G. Kirk Raab;
Rensselaer Polytechnic Institute; The Rockefeller University; David
Schnell; Sentry Insurance, a Mutual Co.; Russell L. Siegelman; St. Paul
Fire and Marine Insurance Company; The Board of Trustees of the Leland
Stanford Junior University; Swanson Family Fund, Ltd.; Shellwater & Co.;
Regents of the University of Michigan; The Vanderbilt University; John P.
Walker; Wisconsin Alumni Research Foundation; WS Investment Company 94A;
Yale University.
