<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 27, 1998
REGISTRATION NO.
================================================================================
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 AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF AGENT FOR SERVICE)
Copy to:
THERESE A. MROZEK, ESQ.
TERESA M. DERICHSWEILER, 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.
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
Class of Securities to Be Offering Aggregate of Registration
to be Registered Registered Price Per Share(1) Offering Price(1) Fee
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 966,411 $71.78125 $69,370,189.59 $20,464.21
$0.001 par value per share
========================================================================================================================
</TABLE>
(1) The price of $71.78125 was the average of the high and low prices of the
Common Stock on the Nasdaq National Market System on April 20, 1998, is
set forth solely for the purpose of computing the registration fee
pursuant to Rule 457(c).
(2) Previously paid.
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
966,411 SHARES
CISCO SYSTEMS, INC.
COMMON STOCK
This Prospectus relates to the public offering, which is not being
underwritten, of 966,411 shares of Common Stock, par value of $0.001 per share,
of Cisco Systems, Inc. (the "Company" or the "Registrant"). All 966,411 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 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. 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 Merger between the Company and Precept.
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 April 20, 1998, the average of the high and low price for
the Common Stock was $71.78125
-------------------------------
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 April 6,
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 of 1933, as amended, or pursuant to an
effective registration statement thereunder.
================================================================================
The date of this Prospectus is April 27, 1998
<PAGE> 3
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.
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 Reports 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 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;
2.
<PAGE> 4
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., 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 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 negotiable transactions. To the extent required, this
Prospectus may be amended or supplemented from time to time to describe a
specific plan of distribution. In effecting sales, broker-dealers engaged by the
Selling Shareholders may arrange for other broker-dealers to participate in the
resales.
In connection with distributions of the Shares or otherwise, the Selling
Shareholders may enter into hedging transactions with broker-dealers. In
connection with such transactions, broker-dealers may engage in short sales of
the Shares in the course of hedging the positions they assume with Selling
Shareholders. The Selling Shareholders may also sell Shares short and redeliver
the Shares to close out such short positions. The Selling Shareholders may also
enter into option or other transactions with broker-dealers which require the
delivery to the broker-dealer of the Shares registered hereunder, which the
broker-dealer may resell or otherwise transfer pursuant to this Prospectus. The
Selling Shareholder may also loan or pledge the Shares registered hereunder to a
broker-dealer and the broker-dealer may sell the Shares so loaned or upon a
default the broker-dealer may effect sales of the pledged shares pursuant to
this prospectus.
Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from Selling Shareholders and/or the
purchasers of the Shares for whom such broker-dealers may act as agents or to
whom they sell as principals, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions) in amounts to be
negotiated in connection with the sale. Such broker-dealers or agents and any
other participating broker-dealers or the Selling Shareholders may be deemed to
be "underwriters" within the meaning of the Securities Act in connection with
such sales and any such commission, discount or concession may be deemed to be
underwriting discounts or commissions under the Securities Act. In addition, any
securities covered by this Prospectus which qualify for sale pursuant to Rule
144 may be sold under Rule 144 rather than pursuant to this Prospectus.
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the Shares may not simultaneously engage
in market making activities with respect to the Common Stock of the Company for
a period of two business days prior to the commencement of such distribution. In
addition and without limiting the foregoing, each Selling Shareholder will be
subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including, without limitation, Regulation M, which
provisions may limit the timing of purchases and sales of shares of the
Company's Common Stock by the Selling Shareholders. The Company will make copies
of this Prospectus available to the Selling Shareholders 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
4.
<PAGE> 6
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 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>
James and Carrie Anderson, Community Property 1,761 * 1,761
Jean-Claude Asscher 2,290 * 2,290
Karl Auerbach 18,303 * 18,303
Madhavi Balusu 496 * 496
James Barksdale 5,461 * 5,461
William N. Carrico 170,520 * 170,520
William and Lucille Carrico 264 * 264
Carrico 1992 Trust, David Aaron 38,407 * 38,407
Frank Quattrone, Trustee
Stephen Casner 12,826 * 12,826
Community Foundation Silicon Valley 46,307 * 46,307
Creative Automation, Inc. 440 * 440
Kim Dimick 5,496 * 5,496
Elmore Living Trust, William B. & 1,761 * 1,761
Mary Jane Elmore, TTEEs
Deborah Estrin 13,742 * 13,742
Gerald and Thelma Estrin 440 * 440
Family Trust
Judith L. Estrin 170,520 * 170,520
Joshua Estrin-Skrzypek 2,748 * 2,748
</TABLE>
6.
<PAGE> 8
<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>
Scott Firestone 1,637 * 1,637
Foundation Capital, L.P.(2) 52,822 * 52,822
GCW&F Partners II 880 * 880
Katherine C. Gould 880 * 880
Philip Graham 11,451 * 11,451
Neal Hardek 1,231 * 1,231
Tiffany Kelly 286 * 286
Kleiner Perkins Caufield & Byers VII 51,501 * 51,501
Marnin and Margo Kligfeld 3,171 * 3,171
Community Property
KPCB Information Sciences Zaibutsu 1,320 * 1,320
Fund II
Chia Chee Kuan 8,245 * 8,245
Jack W. Lasersohn 4,580 * 4,580
Valerie Lasker 25,652 * 25,652
Laura Lilyquist 2,233 * 2,233
Lion Investments Limited 4,580 * 4,580
London Merchant Securities plc
Robert J. Loarie 880 * 880
David Mackie 3,206 * 3,206
Morgan Stanley Venture Investors, L.P. 8,362 * 8,362
Morgan Stanley Venture Capital 32,222 * 32,222
Fund II, LP
Morgan Stanley Venture Capital 8,027 * 8,027
Fund II, CV
Network Computing Devices, Inc. 27,484 * 27,484
Jeffrey Raice 16,490 * 16,490
</TABLE>
7.
<PAGE> 9
<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>
Sandra Rude 45 * 45
Meghan E. Ryall 916 * 916
Sequoia 1995 1,832 * 1,832
Sequoia Technology Partners VI(3) 2,641 * 2,641
Sequoia Capital VI(4) 48,068 * 48,068
Sequoia 1997 101 * 101
SQP 1997 179 * 179
Stanford University 46,307 * 46,307
Anthony Stringer 6,413 * 6,413
Janet Taillon 2,748 * 2,748
Janis Ulevich 440 * 440
Sudhakar Valluru 1,832 * 1,832
Weiss, Peck & Greer Venture 43,569 * 43,569
Associates III, L.P.(5)
WPG Enterprise Fund II, L.P.(6) 52,398 * 52,398
------- -------
TOTAL 966,411 966,411
</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) Subsequent to the date of this Prospectus, the shares held by Foundation
Capital, L.P. may be distributed to The Advisors IV, Ameritech Pension Trust by
State Street Bank and Trust Company as Trustees, BankAmerica Capital
Corporation, California Institute of Technology, Co-operative Insurance Society
Limited, HB-PGGM Fund II, L.P., Horsley Bridge Fund V., L.P., The James Irvine
Foundation, The Henry J. Kaiser Family Foundation, Knightsbridge - PGGM I, L.P.,
Knightsbridge Venture Capital III LP, Master Trust Pursuant to the
Hewlett-Packard Deferred Profit Sharing Plan and Retirement Plan, The Mutual
Life Insurance Company of New York, Next Generation Partners, L.P., Northwestern
University, Phoenix Home Life Mutual Insurance Company, Related Accounts Fund
Nine, Harris Trust and Savings Bank, Trustee, St. Paul Fire and Marine
8.
<PAGE> 10
Insurance Company, Trustees of Dartmouth College, The University of Chicago, and
Westpool Investment Trust PLC.
(3) Subsequent to the date of this Prospectus, the shares held by Sequoia
Technology Partners VI may be distributed to Jim Allen, Ph.D., Robert K.
Anderson, Richard C. Barker Trustee for the Barker Living Trust Dated 9/5/90,
Andreas Bechtolsheim, Richard Beleson, Peter A. Bick, M.D., Thomas A. Bologna,
Larry Boucher, Victor M. G.Chaltiel, Gari L. Cheever, Lisa A. Conte, Wilfred J.
Corrigan, Alexander V. d'Arbeloff, The Hollis Trust, U/A DTD 8/21/89, James V.
Diller, F.T. Eger, Finch Family Trust, John F. Gifford, Howard E. Greene, Jr.,
Robert W. Jamplis, MD, L. William Krause and L. Gay Krause, as Trustees of The
Krause Trust dated June 21, 1994 as Amended, Sandra Kurtzig, Trustee of Sandra
L. Kurtzig Trust UA 8/8/93, P.R. Lamond & C.E. Lamond Trust Dated 11/22/85,
Edward M. Leonard, Esq., Douglas M. Leone, Lester John Lloyd and/or Lynne Dewar
Lloyd, Trustees The Lloyd Trust, UAD 10/05/88, James E. Long, Timark L.P.,
Albert J. Martinez, Mario Mazzola, Abacus (C.I.) Limited - Account F634", Regis
McKenna, Donald K. McKinney, J. Thomas McMurray, The Morgridge Family Trust, The
Maximus Trust dtd 3/19/96, William J. O'Meara, Capital Management Services,
Inc., Robert J. Paluck, The Preuss Foundation, Reyes Partnership IV, Eureka
Investments, L.P., Thurman J. Rodgers, Mario M. Rosati, Bertram I. Rowland,
Gordon W. Russell, Trustee of the Russell 1988 Revocable Trust, dated 11/17/88,
Barbara Russell, R. Michael Shanahan, Trustee, The Shanahan Trust, dtd 3/22/91,
Prithipal Singh, Roger J. Sippl, Roger V. Smith, William N. Starling, Jr. & Dana
Gregory Starling, Trustees of the Starling Family Trust, UDT 7/6/94, Thomas F.
Stephenson Family Trust, UDT 7/6/94, Mark A. Stevens, Gary H. Stroy, The Robert
H. Swanson, Jr. & Sheila L. Swanson Trust U/T/A 5/27/76, Robert G. Sweifach,
Larry W. Sonsini, Casey McGlynn, Stanford University, Donald T. Valentine, and
Jerry Weissman.
(4) Subsequent to the date of this Prospectus, the shares held by Sequoia
Capital VI may be distributed to Trustee for John Deere Pension Trust,
Knightsbridge Integrated Holdings II Partnership, Leeway & Co., M.J. Murdock
Charitable Trust, Custodian for Caviapen Nortrust Nominees, Limited, The Regents
of the University of Michigan, University of Notre Dame, The Vanderbilt
University, Pitt & Company, Rensselaer Polytechnic Institute, Stanford
University, The M.I.T. Retirement Plan - Benefits Fund, Shellwater & Co.,
Investment Advisor for The University of Southern California, Norwich
University, NRI Investment America, Inc., Occidental College, Oneonta
Properties, Regents of the University of Minnesota, ALCOA Master Trust, Trustees
of Amherst College, The Bush Foundation, Endowment Venture Partners, Computrol
Limited (BVI), Trustees of Dartmouth College, Employees' Retirement Plan of Duke
University, The Ford Foundation, James Irvine Foundation, Thomas F. Stephenson
Familty Trust, UDT 7/6/94, The Maximus Trust dtd 3/19/96, Douglas M Leone, Mark
A. Stevens, J. Thomas McMurray, Donald T. Valentine Trust UA APR 29 67, P.R.
Lamond & C.E. Lamond Trust Dated 11/22/85, Pierre Lamond, Christine Lamond,
David Lamond Trustees, dated 11/23/93, Lisa Boyajian, Christian D. Valentine,
Mark C. Valentine and Hilary A. Valentine.
(5) Subsequent to the date of this Prospectus, the shares held by Weiss, Peck &
Greer Venture Associates III, L.P. may be distributed to its General Partners,
Phillip Greer, Gill Cogan, Annette Bianchi, Philip D. Black, Barry Eggers, Ellen
Feeney, Christopher J. Schaepe, Barry J. Schiffman, Weiss, Peck & Greer, L.L.C.,
Monica C. Cammarota Trust, The Karen Barfod Greer Trust, The Elizabeth Greer
Trust, James W. Kiley, Peter Nieh, Melissa A. Alves, and to the following
limited partners: Teachers' Retirement System of the State of Illinois,
BankAmerica Capital Corp., The Northern Trust Company, Successor Ttee Retirement
Plan for CTA Employees, County Employees Annuity & Benefit Fund of Cook County,
Denison University, Glenbrook Partners, L.P., The Northern Trust Company, as
Ttee for the Illinois Power Retirement Income Trust, MBTA Retirement Fund,
Montgomery Ward & Co., Inc. Retirement & Savings Plans Trust, SMI Ventures -
'94, L.P., Bankers Trust, Ttee of the Southern Co. System Master Retirement
Trust and Westpool Investment Trust PLC.
(6) Subsequent to the date of this Prospectus, the shares held by WPG Enterprise
Fund II, L.P. may be distributed to its General Partners, Phillip Greet, Gill
Cogan, Annette Bianchi, Philip D. Black, Barry Eggers, Ellen Feeney, Christopher
J. Schaepe, Barry J. Schiffman, Weiss, Peck & Greer, L.L.C., Monica C. Cammarota
Trust, The Karen Barfod Greer Trust, The Elizabeth Greer Trust, James W. Kiley,
Peter Nieh, Melissa A. Alves, and to the following limited partners: Teachers'
Retirement System of the State of Illinois, BankAmerica Capital Corp., The
Northern Trust Company, Successor Ttee Retirement Plan for CTA Employees, County
Employees Annuity & Benefit Fund of Cook County, Denison University, Glenbrook
Partners, L.P., The Northern Trust Company, as Ttee for the Illinois Power
Retirement Income Trust, MBTA Retirement Fund, Montgomery Ward & Co., Inc.
Retirement & Savings Plans Trust, SMI Ventures - '94, L.P., Bankers Trust, Ttee
of the Southern Co. System Master Retirement Trust and Westpool Investment Trust
PLC.
9.
<PAGE> 11
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.
10.
<PAGE> 12
================================================================================
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.
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 ...................................................... 10
Experts ............................................................ 10
</TABLE>
CISCO SYSTEMS, INC.
966,411 SHARES
OF COMMON STOCK
PROSPECTUS
================================================================================
<PAGE> 13
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 the Company 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 $20,464.21
Legal fees and expenses 15,000.00
Accounting fees and expenses 5,000.00
Miscellaneous 500.00
----------
Total $40,964.21
==========
</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 Bylaws 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
<TABLE>
<S> <C>
2.1 Agreement and Plan of Merger.
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).
</TABLE>
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; provided, however, that (i) and (ii)
do not apply if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by (i) and
(ii) is contained in periodic reports filed with or furnished to the Commission
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
II-1
<PAGE> 14
(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.
(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> 15
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 27th
day of April, 1998.
CISCO SYSTEMS, INC.
By /s/ JOHN T. CHAMBERS
-------------------------------------
John T. Chambers,
President, Chief Executive Officer
and Secretary
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 27, 1998
- ---------------------------- Officer and Director
John T. Chambers (Principal Executive Officer)
/s/ Larry R. Carter Sr. Vice President, Finance and April 27, 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 27, 1998
- ----------------------------
John P. Morgridge
</TABLE>
II-3
<PAGE> 16
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ---------- ----- ----
<S> <C> <C>
/s/ Donald T. Valentine Director April 27, 1998
- ----------------------------
Donald T. Valentine
/s/ James F. Gibbons Director April 27, 1998
- ----------------------------
James F. Gibbons
/s/ Robert L. Puette Director April 27, 1998
- ----------------------------
Robert L. Puette
/s/ Masayoshi Son Director April 27, 1998
- ----------------------------
Masayoshi Son
/s/ Steven M. West Director April 27, 1998
- ----------------------------
Steven M. West
/s/ Edward R. Kozel Director April 27, 1998
- ----------------------------
Edward R. Kozel
/s/ Carol A. Bartz Director April 27, 1998
- ----------------------------
Carol A. Bartz
/s/ James C. Morgan Director April 27, 1998
- ----------------------------
James C. Morgan
/s/ Mary Cirillo Director April 27, 1998
- ----------------------------
Mary Cirillo
</TABLE>
II-4
<PAGE> 17
Index to Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title
- ------ -------------
<S> <C>
2.1 Agreement and Plan of Merger
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
PRECEPT SOFTWARE, INC.
This Agreement of Merger, dated as of the 6th day of April, 1998
("Merger Agreement"), between Cisco Systems, Inc., a California corporation
("Acquiror"), and Precept Software, Inc., a California corporation ("Target").
RECITALS
A. Target was incorporated in the State of California on March 8, 1995
and on the date hereof has outstanding 5,192,521 shares of Common Stock ("Target
Common Stock"), 1,128,000 shares of Series A Preferred Stock (the "Target Series
A Preferred Stock"), 2,825,000 shares of Series B Preferred Stock (the "Target
Series B Preferred Stock"), 955,978 shares of Series C Preferred Stock (the
"Target Series C Preferred Stock") and 799,083 shares of Series D Preferred
Stock (the "Target Series D Preferred Stock"). The Target Series A Preferred
Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred
Stock are 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.
<PAGE> 2
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 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 Series A and Series B 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, (ii) each of the
issued and outstanding shares of Target Common Stock, Target Series C Preferred
Stock and Target Series D Preferred 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 California
Corporations Code, referred to hereinafter as "Dissenting Shares") shall be
converted automatically into and exchanged for 0.0916154, 0.150610 and 0.184345,
respectively of a share of Acquiror Common Stock; provided, however, that no
more than 1.35 million shares of Common Stock of Acquiror 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 California. 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 per share market value of Acquiror
Common Stock (deemed to be $68.69) multiplied by the fraction of a share of
Acquiror Common Stock to which such holder would otherwise be entitled. The
fractional
2.
<PAGE> 3
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 and Target Preferred 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 and Target Preferred 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 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.
3.
<PAGE> 4
(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.
4.
<PAGE> 5
IN WITNESS WHEREOF, the parties have executed this Merger
Agreement as of the date first written above.
ACQUIROR
By: /S/ JOHN T. CHAMBERS
------------------------------------
John T. Chambers, President
By: /S/ LARRY R. CARTER
------------------------------------
Larry R. Carter, Secretary
TARGET
By: /S/ JUDITH L. ESTRIN
------------------------------------
Judith L. Estrin, President
By: /S/ WILLIAM N. CARRICO
------------------------------------
William N. Carrico, Secretary
[SIGNATURE PAGE TO AGREEMENT OF MERGER]
<PAGE> 1
EXHIBIT 5.1
April 24, 1998
Cisco Systems, Inc.
170 W. Tasman Drive
San Jose, California 95134
Re: Cisco Systems, Inc. Registration Statement on Form S-3
for Resale of 966,411 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
966,411 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.
<PAGE> 2
April 24, 1998
Page 2
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 966,411
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
