<PAGE>
Filed Pursuant to
Rule 424(B)(3)
Registration Number:
333-49141
1,437,109 SHARES
CISCO SYSTEMS, INC.
----------------
COMMON STOCK
This Prospectus relates to the public offering, which is not being
underwritten, of 1,437,109 shares of Common Stock, par value of $0.001 per
share, of Cisco Systems, Inc. (the "Company" or the "Registrant"). All
1,437,109 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
WheelGroup Corporation ("WheelGroup"), by and through the acquisition of all
of the common stock and options to purchase common stock of WheelGroup whereby
WheelGroup 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 Reorganization
between the Company and WheelGroup.
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 March 30, 1998, the average of the high and low price for
the Common Stock was $68.25.
----------------
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 March
13, 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, as amended, or pursuant to an
effective registration statement thereunder.
----------------
The date of this Prospectus is April 7, 1998
<PAGE>
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.
2
<PAGE>
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 and for the quarter ended
January 24, 1998 filed on March 9, 1998;
3. The Company's Current Reports on Form 8-K filed on 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;
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>
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.
4
<PAGE>
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.
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.
5
<PAGE>
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>
Jonathan G. Beakley.................... 4,480 * 4,480
Joleen Betrami......................... 5,123 * 5,123
BTG, Inc. ............................. 325,934 * 325,934
Johnny S. Butler....................... 512 * 512
Cowen & Company (2).................... 11,017 * 11,017
Jennifer W. Eaglin..................... 2,561 * 2,561
Sheldon Ekland-Olson................... 5,123 * 5,123
Robert B. Fish......................... 92,163 * 92,163
Allen P. Forbes........................ 1,281 * 1,281
John M. Ford........................... 1,024 * 1,024
Ben David & Jackie Goodfellow Friend... 512 * 512
Harvey M. Gates........................ 1,281 * 1,281
Erik C. Goggans........................ 2,776 * 2,776
Robert P. Gooch........................ 2,561 * 2,561
Morris H. Groberman.................... 1,281 * 1,281
William H. Hart MD..................... 1,537 * 1,537
Jeff and Brandi Hughes Hewitt.......... 1,024 * 1,024
HLB Investor Group (3)................. 3,074 * 3,074
Robert E. Huffman, Jr. (4)............. 87,554 * 87,554
Doreen R. Jukubak...................... 2,561 * 2,561
Gerald W. & Glennis D. Jennings........ 768 * 768
Toney E. Jennings...................... 82,947 * 82,947
JMA Investment Group Limited Partner-
ship (5).............................. 207,540 * 207,540
JMA Investment Group Limited Partner-
ship, Series II (6)................... 22,291 * 22,291
Richard H. Jordan...................... 80,196 * 80,196
David R. Kuykendall (7)................ 3,736 * 3,736
Leidner Partners Limited (8)........... 10,248 * 10,248
John M. Lewis.......................... 512 * 512
Drew H. McNeill........................ 512 * 512
Nan Harris McNeill..................... 1,024 * 1,024
Robert Hayes McNeill................... 5,637 * 5,637
Steven Glenn Messick................... 2,561 * 2,561
Ken D. Mindell......................... 3,074 * 3,074
Susan A. Mosetick...................... 1,024 * 1,024
Scott D. Olson......................... 89,858 * 89,858
Randy L. O'Neil........................ 2,705 * 2,705
Ruth E. Pillen......................... 1,281 * 1,281
James R. & Antoinette R. Quidley....... 1,537 * 1,537
</TABLE>
6
<PAGE>
<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>
Greg A. Reisman......................... 4,355 * 4,355
William Rudewick........................ 512 * 512
Frederick William Rush II............... 2,561 * 2,561
Jennifer A. Rush........................ 1,024 * 1,024
Richard P. Rush......................... 512 * 512
Earl N. Schell.......................... 1,281 * 1,281
Todd A. Schell.......................... 36,864 * 36,864
SEP Account of Thomas C. Seebo, II...... 2,049 * 2,049
Steven D. Shanklin...................... 2,776 * 2,776
Robert J. Stratton III.................. 4,002 * 4,002
R. Lee Sutterfield...................... 87,554 * 87,554
Daniel M. Teal.......................... 92,163 * 92,163
David A. Teal........................... 2,561 * 2,561
Michael T. & Pamela Jo Teal............. 2,049 * 2,049
Richard D. Teal......................... 5,175 * 5,175
Robert J. Waddell....................... 7,943 * 7,943
Scott V. Waddell........................ 89,858 * 89,858
Kevin J. Ziese.......................... 23,040 * 23,040
--------- ---- ---------
TOTAL................................. 1,437,109 * 1,437,109
========= ==== =========
</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) Represents shares distributed by each of the shareholders pursuant to fees
charged by Cowen & Company in connection with the merger of WheelGroup and
the Company.
(3) Subsequent to the date of this Prospectus, the shares held by HLB
Investment Group may be distributed to David J. Beck, David F. Huffman,
Carolyn S. Huffman, Robert E. Huffman and Sandra Landschoot.
(4) Excludes shares which may be distributed to such person as a distribution
in such person's interst in HLB Investment Group.
(5) Subsequent to the date of this Prospectus, the shares held by JMA
Investment Group Limited Partnership may be distributed to Scott D.
Curtis, Charles R. Laurie, Jr., David R. Kuykendall, Optimist Financial,
L.L.C., Wayne I. Collier, William W. Collier, Christopher S. Ambrosio,
Edward & Angela Adamowicz JTWROS, John R. Agoston, Keybank IRA FBO Arnold
J. Ambrosio, John H. (Robin) Barry & Ann F. Barry as Trustees of the John
H. (Robin) & Ann F. Barry Revocable Declaration of Trust DTD 4/2/96,
William T. Barry, Sr., Sonya Bassett, John E. & Alice D. Bosley JTWROS,
Key Bank IRA FBO John M. Brooke, Key Bank IRA FBO Craig J. Brown, Daniel
J. Carr, Tonya T. Cass, Richard J. Clark, Jr., J. Phillip Collier, Jeanne
H. Collier as Trustee of the Jeanne H. Collier Declaration of Trust DTD
12/29/92, KeyBank IRA FBO Jeanne H. Collier, KeyBank IRA FBO Wayne I.
Collier, Wayne I. Collier as Trustee of The Wayne I. Collier Declaration
of Trust DTD 12/29/92, KeyBank IRA FBO William W. Collier, William W.
Collier, Andrew J. Crites & Richard S. Milligan TIC, David M. & Karen A.
Curley JTWROS, Scott D. Curtis, KeyBank IRA FBO Juliann DeCapite, Paulynne
Y. Diamond as Trustee of the William F. Diamond Revocable Declaration of
Trust DTD 9/21/90, William F. Diamond as Trustee of the Paulynne Y.
Diamond Revocable Declaration of Trust DTD 9/21/90, James W. & Patricia
Dickoff JTWROS, William T. Doyle, KeyBank IRA FBO IRA William T. Doyle,
Austin Entwistle, Michael J. Flament, Bruce V. & Julie Fortune JTWROS,
KeyBank IRA FBO Ira M. Fritz, Joseph J. & Sally A. Fumich JTWROS, David
Gendell,
7
<PAGE>
KeyBank IRA FBO David Gendell, John E. George, Ernesto A. Gerardo, Willard
J. & Sheredith A. Greufe JTWROS, KeyBank IRA FBO Michael A. Guidrey, Jim
Gunnell, Ronald Lee & Marsha C. Harmon JTWROS, Erick Harpsoe, Richard J. &
Constance M. Hauer JTWROS, David Hnatow, David J. Horvath, KeyBank SEP FOB
Peter H. Hull, KeyBank IRA FBO Peter H. Hull, Scott W. Inman, Josephine
Jankiewicz, John M. & Lois A. Jaracz JTWROS, JMA Investment Club, L.L.C.,
Thomas A. & Constance S. Johnson JTWROS, KeyBank IRA FBO David K. Kataja,
Sharon T. Keeling, KeyBank IRA FBO Richard R. Kennat, David W. & Mary C.
Kinsley JTWROS, Joseph A. & Denise L. Kirk JTWROS, Geraldine C. Korosi,
David J. & Mary Lu Kraig JTWROS, Jonathan Kramer & Maria Sirois JTWROS,
KeyBank IRA FBO Jonathan Kramer, KeyBank IRA FBO James Kunberger, Vernon
A. & Vivian C. Langille as Trustees of the Vernon A. & Vivian C. Langille
Revocable Living Trust DTD 1/11/96, Kenneth G. & Joanne M. Lasky JTWROS,
The Laurie Family Partnership LTD., KeyBank IRA FBO Carole Lynn Laurie,
Charles R. Laurie, Jr., KeyBank IRA FBO Charles R. Laurie, Jr., Mark D.
Ludwig, George C. Lutz, KeyBank IRA FBO William B. Makinen, Fred C. & Mary
Manges JTWROS, KeyBank IRA FBO Mark Manges, Mark Manges, Mark & Arlene
Manges, Lawrence R. Mann Jr. & Judith A. Mann JTWROS, William G. Masius,
William G. & Mary C. Masius JTWROS, KeyBank IRA FBO Marco L. Mazzone,
Marco Mazzone, KeyBank IRA FBO Bernard McKinney, KeyBank IRA FBO Shelia M.
McParlin, Michael Dean Mercer, KeyBank IRA FBO Leonard J. Milde, Norma J.
Miller & Kathleen R. Rayer TIC, Austin W. Moore, Henry V. Moore as Trustee
of the Henry V. Moore Revocable Declaration of Trust DTD 9/11/95, KeyBank
IRA FBO John T. Moore, John T. Moore as Custodian for Rachel W. Moore
under the Unified Gifts to Minors Act 21, Moorehead Street Inn, L.L.C.,
Randy A. Moyes Sr. & Laura M. Moyes JTWROS, KeyBank IRA FBO Mary Louise
Musulin, KeyBank IRA FBO Mike Musulin II, Mike Musulin II & Mary Louise
Musulin JTWROS, Robert C. & Arlene J. Naegele JTWROS, Charles A. Nemer,
KeyBank IRA FBO Charles A. Nemer, KeyBank IRA FBO Donna Nemer, KeyBank IRA
FBO John J. Onesta, Frank A. & Christine M. Orteca JTWROS, KeyBank IRA FBO
Frank A. Orteca, Kenneth W. & Evelyn Parker as Trustee of the Parker
Family Trust DTD 4/16/96, Ronald O. Parsons, Robert M. & Barbara J. Pavlik
JTWROS, KeyBank IRA FBO E. Rolland Phillips, III, E. Rolland Phillips,
III, KeyBank IRA FBO Jeffrey M. Pickholtz, Valera J. Kistler & Rebecca K.
Porter TIC, James Potchatek, Roy T. Radigan, Mark Peter Redding, Martin A.
& Karlene F. Roche JTWROS, Giles C. & Patricia Rose as Trustees of the
Giles G. & Patricia Rose Recovable Declaration Trust, Christopher T.
Russo, Glenn & MaryAnn Searles, TIC, KeyBank IRA FBO MaryAnn Searles,
David M. Simon, Joseph & Gerladine Simon JTWROS, John G. Sirois as
Custodian for David John Sirois under the Unified Gifts to Minors Act 21,
J. Alban & Antoinette Sirois JTWROS, John G. Sirois as Custodian for James
Sirois under the Unified Gifts to Minors Act 21, KeyBank IRA FBO John G.
Sirois, John G. Sirois, Joseph Anthone & Diane Victoria Sirois JTWROS,
John G. Sirois as Custodian for Julianna Sirois under the Unified Gifts to
Minors Act 21, John G. Sirois as Custodian for Rosemary Sirois under the
Unified Gifts to Minors Act 21, KeyBank IRA FBO Bonnie Snyder, Bonnie
Snyder as Trustee of the Mildred B. Young Irrevocable Living Trust DTD
9/21/93, KeyBank IRA FBO David Snyder, Kent M. & Linda K. Stauffer JTWROS,
KeyBank IRA FBO Norma M. Stiner, Ronald Stockwell, KeyBank IRA FBO Ronald
Stockwell, Catherine Strader, KeyBank IRA FBO Michael Straub, Ronald &
Shelly Thomas JTWROS, James M. & Nancy Surace as Trustees of the James M.
& Nancy Surace Revocable Declaration of Trust DTD 5/10/98, Frank Tansey
Jr. & Judy Tansey JTWROS, James E. & Gloria J. Terpay JTWROS, Norman J.
Thomas, Ronald & Shelly Thomas JTWROS, Gerald A. & Cynthia J. Trafis
JTWROS, Hiroshi Tsuji, Gary Wardrope as Trustee of the Gary Wardrope
Revocable Living Trust DTD 6/2/97, Stewart & Anita Wardrope as Trustees
for the Stewart & Anita Wardrope Revocable Living Trust DTD 4/29/96,
KeyBank IRA FBO Kenneth J. Welch, Kenneth J. & Kimberly Deason Welch,
Armsted Landon & Lou Ann Wellford JTWROS, KeyBank IRA FBO Carl A. West,
Carl A. & Cynthia K. West JTWROS, Gwendolyn R. Whitley, Jeffrey T. Wigley,
KeBank IRA FBO Michael R. Williams, Beatrice Woods and James R. & Shirley
A. Zabjelski JTWROS.
(6) Subsequent to the date of this Prospectus, the shares held by JMA
Investment Group Limited Partnership, Series II may be distributed to
Francis J. Abdou, Samuel & Sandra Blackwell JTWROS, Carol Corey, Carol
Corey as Custodian for Melissa Corey and Charles Bryan Corey UGMA 21,
William T. Doyle, Michael J. Flament, Patrick T. & Shannon E. Gallagher
JTWROS, David A. Hnatow, KeyBank SEP FBO Steven Holt,
8
<PAGE>
KeyBank IRA FBO Peter H. Hull, Thomas A. & Constance S. Johnson JTWROS,
Jonathan Kramer, F. Fletcher & Peggy F. Miller, Richard Ozment, Jeff & Mary
Patton JTWROS, E. Rolland Phillips, III, Mark Peter Redding, Robert J.
Resnik, Daniel J. Ryan, Bethany P. Raine & Allan J. Sorkey JTWROS, Louie
Leslie Szabo, KeyBank IRA FBO Louie Leslie Szabo, Kenneth James Welch & Kim
Deason Welch JTWROS, Michael R. Williams, The Laurie Family Partnership LTD.
and Moorehead Street Inn, L.L.C.
(7) Excludes shares which may be distributed to such person as a distribution
in such person's interest in JMA Investment Group Limited Partnership.
(8) Subsequent to the date of this Prospectus, the Shares held by Leidner
Partners Limited may be distributed to Richard Neil Leidner and April Dawn
Leidner.
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.
9
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
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.
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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>
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CISCO SYSTEMS, INC.
1,437,109 SHARES
OF COMMON STOCK
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PROSPECTUS
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APRIL 7, 1998
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