<PAGE> 1
As filed with the Securities and Exchange Commission on April 30, 1998
Registration No. 333-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
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)
170 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.
170 WEST TASMAN DRIVE
SAN JOSE, CALIFORNIA 95134
(408) 526-4000
(Name, address, including zip code, and telephone number, including area
code, of Agent for Service)
With a copy to:
THERESE A. MROZEK, ESQ.
J. MATTHEW LYONS, 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, as determined
by market conditions.
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. [ ]
---------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================
Title of Each Amount Proposed Maximum Proposed Maximum Amount of
Class of Securities To Be Offering Aggregate Registration
To Be Registered Registered Price Per Share(1) Offering Price(1) Fee
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value 3,014,000 $70.44 $212,306,160 $64,335.20
===================================================================================================================
</TABLE>
(1) The price of $70.44 was the average of the high and low prices of the
Common Stock on the Nasdaq National Market System on April 27, 1998, and
is set forth solely for the purpose of computing the registration fee
pursuant to Rule 457(c).
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
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED APRIL 30, 1998
3,014,000 SHARES
[LOGO]
CISCO SYSTEMS, INC.
COMMON STOCK
This Prospectus relates to the public offering, which is not being
underwritten, of up to 3,014,000 shares of Common Stock, par value of $0.001 per
share, of Cisco Systems, Inc. (the "Company"). All 3,014,000 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 NetSpeed, Inc. ("NetSpeed"), by and
through the acquisition of all of the common stock and options to purchase
common stock of NetSpeed whereby NetSpeed 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 under Section 4(2) thereof.
See "Selling Shareholders."
The Shares are being registered by the Company pursuant to the Agreement
and Plan of Reorganization dated as of March 9, 1998 between the Company and
NetSpeed. The Company has undertaken to keep a Registration Statement of which
this Prospectus constitutes a part effective until the earlier to occur of April
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, as amended, or pursuant to an effective
registration statement thereunder.
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.
See "Plan of Distribution."
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 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. See "Plan of Distribution."
The Company's Common Stock is quoted on the Nasdaq National Market under
the symbol "CSCO." On April 29, 1998, the last sale price for the Common Stock
was $72.00 per share.
-------------------------------
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 date of this Prospectus is ________________, 1998
<PAGE> 3
No dealer, salesperson or any other 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 being made hereby, and if given or
made, such information or representations must not be relied upon as having been
authorized by the Company or any Selling Shareholder. 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. 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.
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 by the Company (File No. 0-18225) with the
Commission 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;
2. The Company's Quarterly Reports on Form 10-Q for the quarterly period
ended October 25, 1997; and for the quarterly period ended January 24, 1998;
3. The Company's Current Reports on Form 8-K dated: December 22, 1997
(as filed February 11, 1998); July 28, 1997 (as filed September 9, 1997); June
9, 1997 (as filed August 22, 1997); and April 27, 1998 (as filed April 29,
1998);
4. The Company's Definitive Proxy Statement dated 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 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., 170 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 170 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, and their respective pledgees, donees, transferees or other
successors in interest, 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 methods:
(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
-4-
<PAGE> 6
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.
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 some, all
or none 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 which may be offered pursuant to
this Prospectus may be offered from time to time by the Selling Shareholders
named below, and in the respective amounts set forth below with respect to such
Selling Stockholder.
<TABLE>
<CAPTION>
Number of Number of
Shares Percent of Shares
Beneficially Outstanding Registered for
Name of Selling Shareholder Owned(1)(2) Shares Sale Hereby(1)(2)
- --------------------------- ------------ ----------- -----------------
<S> <C> <C> <C>
Richard S. and Michelle C. Anderson 1,105 * 1,105
Steve Bakke 414 * 414
Charles H. Bankhead 4,420 * 4,420
Elizabeth Taub Bankhead 331 * 331
Marcia McMurtry Bankhead, 110 * 110
Trustee Clark Reid Trust
Marcia McMurtry Bankhead, 110 * 110
Trustee Connally Reid Trust
Loren Gary Ben 2,763 * 2,763
Boonshill Investors 2,680 * 2,680
Robert M. Burke, II 3,453 * 3,453
James E. Cahill, III 967 * 967
Caitlin McHale 1997 Trust 7,367 * 7,367
James V. Carroll III 1,381 * 1,381
Delo Caspary 4,446 * 4,446
ComVest Partners(3) 12,092 * 12,092
Conmor LLC(4) 4,973 * 4,973
Michael Corboy 54,865 * 54,865
</TABLE>
-6-
<PAGE> 8
<TABLE>
<CAPTION>
Number of Number of
Shares Percent of Shares
Beneficially Outstanding Registered for
Name of Selling Shareholder Owned(1)(2) Shares Sale Hereby(1)(2)
- --------------------------- ------------ ----------- -----------------
<S> <C> <C> <C>
Cowen & Company 4,144 * 4,144
L.E. Creel III 552 * 552
Pat and Steve Crews 13,815 * 13,815
Don Crosbie 4,446 * 4,446
Shelley Cruso 4,144 * 4,144
John Richard Cummins 5,526 * 5,526
John Richard Cummins, Jr. 5,526 * 5,526
Stephen Davies 138 * 138
Dean Witter Reynolds, 2,210 * 2,210
custodian for Cass G. Caspary
Jane Rumpf Dennis 1,111 * 1,111
William Davison Dennis 1,111 * 1,111
William W. Deupree, Jr. 2,459 * 2,459
Dove Investments, Ltd. 49,339 * 49,339
Grant Dove 5,526 * 5,526
G. Douglas Edwards 828 * 828
Euro-Dutch Trust 1,657 * 1,657
Stanford C. Finney 10,761 * 10,761
Firebird Overseas Ltd. 2,763 * 2,763
Firebird Partners LP 1,105 * 1,105
Heather Gilker 818 * 818
Jon D. Gruber 4,697 * 4,697
Gruber & McBaine International 4,697 * 4,697
</TABLE>
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<PAGE> 9
<TABLE>
<CAPTION>
Number of Number of
Shares Percent of Shares
Beneficially Outstanding Registered for
Name of Selling Shareholder Owned(1)(2) Shares Sale Hereby(1)(2)
- --------------------------- ----------- ----------- -----------------
<S> <C> <C> <C>
Clifford Hall 4,834 * 4,834
Michael J. Harris 1,105 * 1,105
William J. Hoffman 1,105 * 1,105
William and Holly Hoffman 2,763 * 2,763
R. Reid Hyde, as Trustee, 5,557 * 5,557
Hyde Family Trust B
Elizabeth Liston Jahn 110 * 110
James A. Johnson 6,078 * 6,078
James Johns, IRA, DLJC 2,210 * 2,210
as Custodian
Will Joplin 2,763 * 2,763
K. W. Anderson Family Limited 1,657 * 1,657
Partnership
E. Carl Krausnick, Jr. 1,022 * 1022
Edward Krupa 552 * 552
LLG Partnership(5) 8,224 * 8,224
Stephen P. Laffey 828 * 828
Lagunitas Partners 18,235 * 18,235
Lamoreaux Partners 53,348 * 53,348
Phillip A. Lamoreaux 6,668 * 6,668
John S. Lemak 1,657 * 1,657
Jack D. Liston III 331 * 331
Mark Livingston 13,815 * 13,815
Homer L. Luther, Jr. IRA Rollover 11,052 * 11,052
</TABLE>
-8-
<PAGE> 10
<TABLE>
<CAPTION>
Number of Number of
Shares Percent of Shares
Beneficially Outstanding Registered for
Name of Selling Shareholder Owned(1)(2) Shares Sale Hereby(1)(2)
- --------------------------- ------------ ----------- -----------------
<S> <C> <C> <C>
James M. Mansour 12,194 * 12,194
Mattsson-McHale Foundation 138,150 * 138,150
Bill and Gail Mattsson, 13,815 * 13,815
Tenants in Common
Brenda Mattsson 13,815 * 13,815
Tim Cerqua and Sharon Mattsson 13,815 * 13,815
William Neal McAtee 663 * 663
Ann M. McHale 13,815 * 13,815
John F. McHale 1,065,317 * 1,065,317
John, Sr. and Pat McHale 13,815 * 13,815
Stephen and Suzanne McHale 13,815 * 13,815
Brendon Mills 4,144 * 4,144
Jerry W. Mills 4,446 * 4,446
Morgan Keegan & Company 9,261 * 9,261
Montague Family Partnership 2,652 * 2,652
Mosaic Technologies Limited 185,277 * 185,277
Clay Mulford 48,372 * 48,372
NSPD Partners Ltd.(6) 102,341 * 102,341
NSPD Partners II, Ltd.(7) 82,936 * 82,936
Andy J. Nadel 552 * 552
Steven T. Newby 4,144 * 4,144
Northern Telecom Inc. 294,627 * 294,627
Kenneth Norwood 6,133 * 6,133
</TABLE>
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<PAGE> 11
<TABLE>
<CAPTION>
Number of Number of
Shares Percent of Shares
Beneficially Outstanding Registered for
Name of Selling Shareholder Owned(1)(2) Shares Sale Hereby(1)(2)
- --------------------------- ----------- ----------- -----------------
<S> <C> <C> <C>
Palantir Partners, LP 22,228 * 22,228
Kathleen and Chris Pfouts 13,815 * 13,815
Howard Rachofsky 4,093 * 4,093
Rainbow Trading Partners, Ltd. 12,984 * 12,984
Rainbow Trading Venture Partners, LP 10,761 * 10,761
James S. Ramsey, Jr. 552 * 552
Christian Liston Reid 110 * 110
Jay Reynolds 359 * 359
James P. Richardson 2,763 * 2,763
Mitchel S. Ross 2,763 * 2,763
Carleton Scott Rumpf, as 1,111 * 1,111
Trustee of that certain
Irrevocable Trust under Trust
Agreement dated 7 July, 1983
between Edwin Louis Rumpf,
Jr., as Grantor, and Carleton
Scott Rumpf, as Trustee
Ryan McHale 1997 Trust 7,367 * 7,367
Seed Company Partners LP(8) 11,052 * 11,052
Joel Shepherd 2,763 * 2,763
Charles W. Simpson, M.D. 2,763 * 2,763
James R. Sisk 1,657 * 1,657
Southwest Securities Inc., 1,768 * 1,768
FBO Andrew W. May IRA
Southwest Securities Inc., 442 * 442
FBO Marchita Milliken IRA
John A. Stanley 1,657 * 1,657
</TABLE>
-10-
<PAGE> 12
<TABLE>
<CAPTION>
Number of Number of
Shares Percent of Shares
Beneficially Outstanding Registered for
Name of Selling Shareholder Owned(1)(2) Shares Sale Hereby(1)(2)
- --------------------------- ------------ ----------- -----------------
<S> <C> <C> <C>
T. McCulough Strother 1,381 * 1,381
Tierney Investments(9) 2,044 * 2,044
Thomas J. Tierney & Luanne Tierney, 8,891 * 8,891
Joint Tenants in Common
Douglas R. Urquhart 4,446 * 4,446
Park G. Vestal, Jr. 1,022 * 1,022
Darren VonBehren 552 * 552
Walker Bay Partners II(10) 3,070 * 3,070
William C. Ward 4,093 * 4,093
Michael and Carol Winniford 1,105 * 1,105
Stanley M. Woodward 2,224 * 2,224
Ziff Asset Management, LP 66,685 * 66,685
Paul S. Zito 400,635 * 400,635
--------- ----------- ---------
TOTAL 3,014,000 * 3,014,000
========= =========
</TABLE>
- --------------
* Represents beneficial ownership of less than 1%.
(1) 352,925 of the Shares (the "Escrow Shares") are being held in escrow
until April 10, 1998 to satisfy certain indemnification obligations of
the Selling Shareholders. If and to the extent any of the Escrow Shares
are returned to the Company in satisfaction of such indemnification
obligations, the total number of Shares beneficially owned by the
Selling Shareholders would be reduced accordingly, and the number of
Shares beneficially owned by each individual Selling Shareholder would
be reduced according to each Selling Shareholder's respective pro rata
ownership of the Escrow Shares.
Due to the effect of rounding in estimating the pro rata portion of
Escrow Shares beneficially owned by each Selling Shareholder, the actual
number of Shares beneficially owned by a Selling Shareholder may be
slightly different than the number shown for such shareholder.
(2) 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 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.
-11-
<PAGE> 13
(3) Subsequent to the date of this Prospectus, the Shares held by ComVest
Partners may be distributed to Donald B. Crosbie, Andrew W. May, Tim
Levy, Jay Reynolds, Bill Ballinger, Darren vonBehren and Cass G.
Caspary.
(4) Subsequent to the date of this Prospectus, the Shares held by Conmor LLC
may be distributed to Marjorie B. Conley, Claudia C. Hamilton, Brooke D.
Hamilton, Candace Conley, Merrin E. Trombka, Linda A. Martin, Darrell D.
Martin, Margie A. Morgan and Peter J. Ruane.
(5) Subsequent to the date of this Prospectus, the Shares held by LLG
Partnership may be distributed to Robert Gauntt, Willie Langston, Kevin
Lilly and Christi McIntyre.
(6) Subsequent to the date of this Prospectus, the Shares held by NSPD
Partners, Ltd. may be distributed to EFO Investment Partners IV, Ltd.;
Julie Lynn Esping Trust #2; Jennifer A. Esping Trust #2; William P.
Esping Trust #2; William P. Esping; John M. Hoffman; Chris Mahowald; Rod
Jones; David Adamson; HCR Fund '97; John S. Appleton; Robert L. Abbott;
Mouzon Bass, III; John A. Gates; Doug Howell Family Trust; Robert
Munson; Underdog Investments, L.P. (which may further be distributed to
Richard E. Anderson; Richard S. Hill; D. Kent Lance, Jr.; Charles A.
Anderson; and Spencer F. Carlton); and EFO Holdings, Inc.
(7) Subsequent to the date of this Prospectus, the Shares held by NSPD
Partners II, Ltd. may be distributed to Chris Mahowald; William P.
Esping; John M. Hoffman; John A. Gates; Robert L. Abbott; Robert Munson;
Julie Lynn Esping Trust #2; William P. Esping Trust #2; Jennifer A.
Esping Trust #2; EFO Holdings, Inc.; EFO Investment Partners IV, Ltd.;
HCR Fund '97; and Underdog Investments, L.P (which may further be
distributed to Richard E. Anderson; Richard S. Hill; D. Kent Lance, Jr.;
Charles A. Anderson; and Spencer F. Carlton).
(8) Subsequent to the date of this Prospectus, the Shares held by Seed
Company Partners LP may be distributed to Seed Company Ventures, L.P.;
Fleener First Family Partnership, L.P.; Goldstein Ventures; Larry
Goldstein; Jack Goldstein; Arcady Partners Ltd. II; William K. Woodruff
& Company Incorporated; Victor A. Morgenstern; Harris Seed Company
Partners; F. Thomas Wright; David J. Cherry; Campbell Capital Ltd.;
Stephen Feinberg; Jerry P. Owens; Columbia General Investments L.P.;
Joseph F. Backer; J. M. Haggar, Jr.; Richard H. Driehaus; Charles H.
Winider; Pace Group L.P.; Douglas C. Floren; Glenn Doshay; Tessarowica
Family First Ltd. Partnership; Jon D. Gruber; Richard A. Greenman;
Jadibo Partners; Robert L. Greenman; David E. Bell; and Moncrief Clan.
(9) Subsequent to the date of this Prospectus, the Shares held by Tierney
Investments may be distributed to Michael J. Tierney, Erin Anne Kramp,
Noreen Anne Simpson and Deborah Anne Webb.
(10) Subsequent to the date of this Prospectus, the Shares held by Walker Bay
Partners II may be distributed to Walter Lang, Donald McKenzie and Craig
Macnab.
-12-
<PAGE> 14
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 Company's 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.
-13-
<PAGE> 15
================================================================================
No dealer, salesperson or any other 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
by the Company or any Selling Shareholder. 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 or incorporated by reference herein is correct as of any
time subsequent to the date hereof.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Available Information .................................................. 2
Incorporation of Certain
Documents by Reference ................................................ 2
The Company ............................................................ 4
Plan of Distribution ................................................... 4
Selling Shareholders ................................................... 6
Legal Matters .......................................................... 13
Experts ................................................................ 13
</TABLE>
3,014,000 SHARES
[CISCO SYSTEMS LOGO]
CISCO SYSTEMS, INC.
COMMON STOCK
---------------------
PROSPECTUS
---------------------
_____________, 1998
================================================================================
<PAGE> 16
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 Cisco Systems, Inc. (the
"Company" or the "Registrant") 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 $ 64,335.20
Legal fees and expenses 15,000
Accounting fees and expenses 5,000
Printing Fees 5,000
Transfer Agent Fees 5,000
Miscellaneous 11,589
Total $105,924.20
</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 and Restated Bylaws, as amended, 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
2.1 Agreement of Merger dated as of April 10, 1998 between the Registrant
and NetSpeed, Inc.
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)
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;
(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.
II-1
<PAGE> 17
(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> 18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
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 30th
day of April, 1998.
CISCO SYSTEMS, INC.
By: /s/ John T. Chambers
-------------------------------------
John T. Chambers
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John T. Chambers and Larry R. Carter, and each of
them, as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this 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 April 30, 1998
- ------------------------------ Officer and Director
John T. Chambers (Principal Executive Officer)
/s/ LARRY R. CARTER Vice President, Finance and April 30, 1998
- ------------------------------ Administration, Chief Financial
Larry R. Carter Officer and Secretary
(Principal Financial and Accounting
Officer)
/s/ JOHN P. MORGRIDGE Chairman of the Board and Director April 30, 1998
- ------------------------------
John P. Morgridge
/s/ DONALD T. VALENTINE Director April 30, 1998
- ------------------------------
Donald T. Valentine
</TABLE>
II-3
<PAGE> 19
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ---------- ----- ----
<S> <C> <C>
/s/ JAMES F. GIBBONS Director April 30, 1998
- ------------------------------
James F. Gibbons
/s/ ROBERT L. PUETTE Director April 30, 1998
- ------------------------------
Robert L. Puette
/s/ MASAYOSHI SON Director April 30, 1998
- ------------------------------
Masayoshi Son
/s/ STEVEN M. WEST Director April 30, 1998
- ----------------------------
Steven M. West
/s/ EDWARD R. KOZEL Director April 30, 1998
- ----------------------------
Edward R. Kozel
/s/ CAROL A. BARTZ Director April 30, 1998
- ----------------------------
Carol A. Bartz
/s/ JAMES C. MORGAN Director April 30, 1998
- ----------------------------
James C. Morgan
/s/ MARY CIRILLO Director April 30, 1998
- ------------------------------
Mary Cirillo
</TABLE>
II-4
<PAGE> 20
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title
- ------ -------------
<S> <C>
2.1 Agreement of Merger dated as of April 10, 1998 between the Registrant
and NetSpeed, Inc.
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>
<PAGE> 1
EXHIBIT 2.1
AGREEMENT OF MERGER
OF
CISCO SYSTEMS, INC.
AND
NETSPEED, INC.
This Agreement of Merger, dated as of the 10th day of April, 1998
("Merger Agreement"), between Cisco Systems, Inc., a California corporation
("Acquiror"), and NetSpeed, Inc., a Texas corporation ("Target").
RECITALS
A. Target was incorporated in the State of Texas on January 23, 1996 and
on the date hereof has outstanding 4,954,336 shares of Common Stock, par value
$0.01 per share ("Target Common Stock"), and 500,000 shares of Series A
Preferred Stock, par value $0.01 per share (the "Target Series A Preferred
Stock"). The Target Series A Preferred Stock is hereinafter referred to as the
"Target Preferred Stock," and together with the shares of Target Common Stock,
as the "Target Shares."
B. Acquiror and Target have entered into an Agreement and Plan of
Reorganization (the "Agreement and Plan of Reorganization") providing for
certain representations, warranties, covenants and agreements in connection with
the transactions contemplated hereby. This Merger Agreement and the Agreement
and Plan of Reorganization are intended to be construed together to effectuate
their purpose.
C. The Boards of Directors of Target and Acquiror deem it advisable and
in their mutual best interests and in the best interests of the shareholders of
Target, that Target be acquired by Acquiror through a merger ("Merger") of
Target with and into Acquiror.
D. The Boards of Directors of Acquiror and Target and the shareholders
of Target have approved the Merger.
AGREEMENTS
The parties hereto hereby agree as follows:
1. Target shall be merged with and into Acquiror, and Acquiror
shall be the surviving corporation.
2. The Merger shall become effective at such time (the "Effective
Time") as this Merger Agreement and the officers' certificate of Target is filed
with the Secretary of State of
-1-
<PAGE> 2
the State of California pursuant to Section 1103 of the Corporations Code of the
State of California.
3. Immediately prior to the Effective Time of the Merger, each
share of Target Preferred Stock will convert to Target Common Stock. At the
Effective Time of the Merger (i) all shares of Target Common Stock that are
owned directly or indirectly by Target, Acquiror or any other subsidiary of
Acquiror shall be cancelled, and no securities of Acquiror or other
consideration shall be delivered in exchange therefor, and (ii) each of the
issued and outstanding shares of Target Common Stock (other than shares, if any,
held by persons who have not voted such shares for approval of the Merger and
with respect to which such persons shall become entitled to exercise dissenters'
rights in accordance with Articles 5.11 through 5.13 of the Texas Business
Corporation Act, referred to hereinafter as "Dissenting Shares") shall be
converted automatically into and exchanged for 0.5526 of a share of Acquiror's
Common Stock, par value $0.001 per share ("Acquiror Common Stock"); provided,
however, that no more than 3,529,482 shares (equivalent to 0.5526 times
6,387,046 Target Shares and Target Shares issuable pursuant to outstanding
Target options) of Acquiror Common Stock shall be issued in such exchange
(including Acquiror Common Stock reserved for issuance upon exercise of Target
options assumed by Acquiror). Those shares of Acquiror Common Stock to be issued
as a result of the Merger are referred to herein as the "Acquiror Shares".
4. Any Dissenting Shares shall not be converted into Acquiror
Common Stock but shall be converted into the right to receive such consideration
as may be determined to be due with respect to such Dissenting Shares pursuant
to the law of the State of Texas. If after the Effective Time any Dissenting
Shares shall lose their status as Dissenting Shares, then as of the occurrence
of the event which causes the loss of such status, such shares shall be
converted into Acquiror Common Stock in accordance with Section 3.
5. Notwithstanding any other term or provision hereof but subject
to the proviso in the second sentence of Section 3, no fractional shares of
Acquiror Common Stock shall be issued, but in lieu thereof each holder of Target
Shares who would otherwise, but for rounding as provided herein, be entitled to
receive a fraction of a share of Acquiror Common Stock shall receive from
Acquiror an amount of cash equal to the Acquiror Stock Price (as defined in the
Agreement and Plan of Reorganization) multiplied by the fraction of a share of
Acquiror Common Stock to which such holder would otherwise be entitled. The
fractional share interests of each Target shareholder shall be aggregated, so
that no Target shareholder shall receive cash in an amount greater than the
value of one full share of Acquiror Common Stock.
6. The conversion of Target Common Stock into Acquiror Common Stock
as provided by this Merger Agreement shall occur automatically at the Effective
Time of the Merger without action by the holders thereof. Each holder of Target
Common Stock shall thereupon be entitled to receive shares of Acquiror Common
Stock in accordance with the Agreement and Plan of Reorganization.
7. At the Effective Time of the Merger, the separate existence of
Target shall cease, and Acquiror shall succeed, without other transfer, to all
of the rights and properties of Target and shall be subject to all the debts and
liabilities thereof in the same manner as if
-2-
<PAGE> 3
Acquiror had itself incurred them. All rights of creditors and all liens upon
the property of each corporation shall be preserved unimpaired, provided that
such liens upon property of Target shall be limited to the property affected
thereby immediately prior to the Effective Time of the Merger.
8. This Merger Agreement is intended as a plan of reorganization
within the meaning of Section 368 of the Internal Revenue Code of 1986, as
amended.
9. (a) The Amended and Restated Articles of Incorporation of
Acquiror in effect immediately prior to the Effective Time shall be the Amended
and Restated Articles of Incorporation of the Surviving Corporation unless and
until thereafter amended.
(b) The Bylaws of Acquiror in effect immediately prior to the
Effective Time shall be the Bylaws of the Surviving Corporation unless and until
amended or repealed as provided by applicable law, the Articles of Incorporation
of the Surviving Corporation and such Bylaws.
(c) The directors and officers of Acquiror immediately prior to
the Effective Time shall be the directors and officers of the Surviving
Corporation.
10. (a) Notwithstanding the approval of this Merger Agreement by
the shareholders of Target, this Merger Agreement may be terminated at any time
prior to the Effective Time of the Merger by mutual agreement of the Boards of
Directors of Acquiror and Target.
(b) Notwithstanding the approval of this Merger Agreement by
the shareholders of Target, this Merger Agreement shall terminate forthwith in
the event that the Agreement and Plan of Reorganization shall be terminated as
therein provided.
(c) In the event of the termination of this Merger Agreement as
provided above, this Merger Agreement shall forthwith become void and there
shall be no liability on the part of Target or Acquiror or their respective
officers or directors, except as otherwise provided in the Agreement and Plan of
Reorganization.
(d) This Merger Agreement may be signed in one or more
counterparts, each of which shall be deemed an original and all of which shall
constitute one agreement.
(e) This Merger Agreement may be amended by the parties hereto
any time before or after approval hereof by the shareholders of Target, but,
after such approval, no amendments shall be made which by law require the
further approval of such shareholders without obtaining such approval. This
Merger Agreement may not be amended except by an instrument in writing signed on
behalf of each of the parties hereto.
[Signature page follows]
-3-
<PAGE> 4
IN WITNESS WHEREOF, the parties have executed this Agreement of
Merger as of the date first written above.
CISCO SYSTEMS, INC., a California corporation
By: /s/ LARRY R. CARTER
----------------------------------------
Larry R. Carter, Vice President, Chief
Financial Officer and Secretary
NETSPEED, INC., a Texas corporation
By: /s/ JOHN MCHALE
----------------------------------------
John McHale, President and Chief
Executive Officer
NETSPEED, INC., a Texas corporation
By: /s/ PAUL ZITO
----------------------------------------
Paul Zito, Secretary
[SIGNATURE PAGE TO AGREEMENT OF MERGER]
<PAGE> 1
EXHIBIT 5.1
LEGAL OPINION OF BROBECK, PHLEGER & HARRISON LLP
April 30, 1998
Cisco Systems, Inc.
255 W. Tasman Drive
San Jose, California 95134
Re: Cisco Systems, Inc. Registration Statement on Form S-3 for Resale
of up to 3,014,000 Shares of Common Stock
Ladies and Gentlemen:
We have acted as counsel to Cisco Systems, Inc., a California corporation
(the "Company"), in connection with the registration for resale of up to
3,014,000 shares of Common Stock (the "Shares"), as described in the Company's
Registration Statement on Form S-3 ("Registration Statement") filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act").
This opinion is being furnished in accordance with the requirements of Item
16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents, the corporate proceedings
taken by the Company in connection with the original issuance and sale of the
Shares, and a certificate of a Company officer regarding (among other things)
the Company's receipt of consideration upon the original issuance and sale of
the Shares. Based on such review, we are of the opinion that the Shares are duly
authorized, validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement and to the reference to this firm under the caption "Legal Matters" in
the Prospectus which is part of the Registration Statement. In giving this
consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Act, the rules and regulations
of the Securities and Exchange Commission promulgated thereunder, or Item 509 of
Regulation S-K.
This opinion letter is rendered as of the date first written above and we
disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company or the
Shares.
Very truly yours,
/s/ BROBECK, PHLEGER & HARRISON LLP
-----------------------------------
BROBECK, PHLEGER & HARRISON LLP
<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 3,014,000
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
April 24, 1998
