CISCO SYSTEMS INC
424B3, 1998-08-24
COMPUTER COMMUNICATIONS EQUIPMENT
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<PAGE>   1
                  PROSPECTUS SUPPLEMENT DATED August 21, 1998
                       (TO PROSPECTUS DATED MAY 6, 1998)


                                                        Filed Pursuant to
                                                      Rule 424(b)(3) and (c)
                                                   Commission File No. 333-51487

                                   450 SHARES

                                 CISCO SYSTEMS
                                     [LOGO]

                                  COMMON STOCK


     This Prospectus Supplement supplements the Prospectus dated May 6, 1998
(the "Prospectus") of Cisco Systems, Inc. ("Cisco" or 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
up to 450 shares of the Company's Common Stock, par value $0.001 per share (the
"Common Stock"), who received such shares in connection with the acquisition by
statutory merger of NetSpeed, Inc. ("NetSpeed"), by and through a merger of
NetSpeed with and into the Company. 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 information herein
contained supersedes the information contained in the Prospectus. Capitalized
terms used in this Prospectus Supplement and not otherwise defined herein have
the meanings specified in the Prospectus.

                              SELLING SHAREHOLDERS

     On August 10, 1998, William W. Deupree, Jr. gifted 200 shares of Common
Stock to William W. Deupree III and William Neal McAtee gifted 250 shares of
Common Stock to Memphis Plough Community Foundation, which persons were not
specifically named in the Prospectus. The following table provides certain
information with respect to the number of shares of Common Stock beneficially
owned by certain shareholders of the Company who were not specifically
identified in the Prospectus as Selling Shareholder, the percentage of
outstanding shares of Common Stock of the Company this represents and the number
of shares of Common Stock to be registered for sale hereby. The table of Selling
Shareholders in the Prospectus is hereby amended to include William W. Deupree
III and Memphis Plough Community Foundation as Selling Shareholders and to amend
the information provided in the Prospectus with respect to William W. Deupree,
Jr. to reflect the gift of 200 shares and with respect to William Neal McAtee to
reflect the gift of 250 shares.

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<PAGE>   2
<TABLE>
<CAPTION>
                                           Number of                               Number of
                                             Shares         Percent of               Shares
                                          Beneficially     Outstanding           Registered for
Name of Selling Shareholder                 Owned(1)         Shares              Sale Hereby(1)
- -------------------------------------------------------------------------------------------------
<S>                                        <C>               <C>                      <C> 
William W. Deupree, Jr.                    2,083                *                     2,087

William W. Deupree III                       200                *                       200

Memphis Plough Community Foundation          250                *                       250

William Neal McAtee                          413                *                       335

</TABLE>
- ----------------
* Represents beneficial ownership of less than 1%.

(1)  The registration statement to which the prospectus and this prospectus
     supplement relates 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 dividend, stock split, recapitalization or
     other similar transaction effected without the receipt of consideration
     which results in an increase in the number of the Company's outstanding
     shares of Common Stock.


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