<PAGE> 1
As filed with the Securities and Exchange Commission on September 29, 1998
Registration No. 333-________________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CISCO SYSTEMS, INC.
(Exact name of issuer as specified in its charter)
CALIFORNIA 77-0059951
(State or other jurisdiction IRS Employer Identification No.)
of incorporation or organization)
170 WEST TASMAN DRIVE, SAN JOSE, CALIFORNIA 95134-1706
(Address of principal executive offices) (Zip Code)
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CISCO SYSTEMS, INC.
INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
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JOHN T. CHAMBERS
PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR
CISCO SYSTEMS, INC.
170 WEST TASMAN DRIVE, SAN JOSE, CALIFORNIA 95134-1706
(Name and address of agent for service)
(408) 526-4000
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) per Share(2) Price(2) Fee(2)
----------- ------------- ------------ -------- ------
<S> <C> <C> <C> <C>
International Employee Stock
Purchase Plan
Common Stock 3,000,000 shares N/A N/A N/A
Aggregate Filing Fee: N/A
================================================================================================================
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Cisco Systems, Inc. (the
"Registrant") International Employee Stock Purchase Plan (the
"International Purchase Plan") 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 Registrant's outstanding shares of Common Stock.
(2) The Registrant has previously registered and paid the applicable
registration fees for 15,000,000 shares of its Common Stock reserved
for issuance under the Registrant's 1989 Employee Stock Purchase Plan
(the "U.S. Purchase Plan"), Registration Statement No. 333- 42249
filed with the Securities and Exchange Commission on December 12,
1997. Registrant now intends to use 3,000,000 of such
previously-registered shares for issuance to employees of its foreign
subsidiaries under the International Plan, which utilizes the same
share reserve as the U.S. Plan. Accordingly, pursuant to General
Instruction E, because those previously-registered shares are merely
being re-allocated to a different Plan, no additional registration fee
is due with respect to such shares.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The Registrant hereby incorporates by reference into this Registration
Statement the following documents previously filed with the Securities and
Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended July 25, 1998 filed with the Commission on
September 24, 1998, pursuant to Section 13 of the Securities
Exchange Act of 1934 (the "1934 Act").
(b) The Registrant's current reports on Forms 8-K filed with the
Commission on August 22, 1997, September 9, 1997, February 11,
1998, April 29, 1998, May 15, 1998, June 11, 1998 and July 9,
1998.
(c) The Registrant's Registration Statement No. 0-18225 on Form
8-A filed with the Commission on January 11, 1990, together
with Amendment No. 1 on Form 8-A filed with the Commission on
February 15, 1990, in which there is described the terms,
rights and provisions applicable to the Registrant's
outstanding Common Stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained in any subsequently filed document
which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities
Not Applicable.
With respect to securities to be offered to employees of the
Registrant or Registrant's Israeli subsidiary, Cisco Systems Israel Limited,
which are subject to the securities laws of the State of Israel, the following
legend shall apply:
THE SECURITIES AUTHORITY OF THE STATE OF ISRAEL HAS EXEMPTED CISCO
SYSTEMS, INC. FROM THE REQUIREMENT UNDER ISRAELI LAW TO OBTAIN A
PERMIT WITH REGARD TO THIS FORM S-8. NOTHING IN THE EXEMPTION GRANTED
SHALL BE CONSTRUED AS AUTHENTICATING THE MATTERS CONTAINED IN THIS
FORM S-8 OR AN APPROVAL OF THEIR RELIABILITY OR ACCURACY OR AN
EXPRESSION OF AN OPINION AS TO THE QUALITY OF THE SECURITIES OFFERED
HEREBY."
Item 5. Interests of Named Experts and Counsel
Not Applicable.
II-1.
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Item 6. 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 of 1933, as amended, (the "1933 Act"). The
Registrant's Restated Articles of Incorporation, as amended, and Amended and
Restated 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 Registrant has entered into Indemnification
Agreements with each of its directors and officers.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
<TABLE>
<CAPTION>
Exhibit Number Exhibit
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<S> <C>
4.0 Instruments Defining Rights of Shareholders. Reference is made to Registrant's Registration
Statement No. 0-18225 on Form 8-A (including the exhibits thereto), together with Amendment
No. 1 thereto, which is incorporated herein by reference pursuant to Item 3(c).
5.0 Opinion of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Independent Accountants - PricewaterhouseCoopers LLP.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
24.0 Power of Attorney. Reference is made to page II-4 of this Registration Statement.
99.1* Cisco Systems, Inc. International Employee Stock Purchase Plan.
99.2* Form of Enrollment/Change Form
99.3* Form of Stock Purchase Agreement
</TABLE>
* Incorporated by reference to the Registrant's Form S-8 Registration Statement,
Registration No. 333-14661, filed with the Commission on October 23, 1996.
Item 9. Undertakings
A. 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 1933 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 clauses (1)(i) and (1)(ii) shall not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference
into the Registration Statement; (2) that for the purpose of determining any
liability under the 1933 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; and (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 Registrant's International Employee
Stock Purchase Plan.
II-2.
<PAGE> 4
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into 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.
C. Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnity provisions summarized in Item 6 or
otherwise, the Registrant has been informed that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
1933 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 1933 Act and
will be governed by the final adjudication of such issue.
II-3.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of San Jose,
State of California, on this 25th day of September, 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
acting individually, as such person's true and lawful attorneys-in-fact and
agents, each with full power of substitution, for such person, 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 such person 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 or her substitutes, may 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 by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
/s/ John T. Chambers President, Chief Executive September 25, 1998
- ----------------------------------------- Officer and Director (Principal
John T. Chambers Executive Officer)
/s/ Larry R. Carter Senior Vice President, Finance and September 25, 1998
- ---------------------------------------- Administration, Chief Financial
Larry R. Carter Officer and Secretary
(Principal Financial and Accounting Officer)
</TABLE>
II-4.
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<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
/s/ John P. Morgridge Chairman of the Board September 25, 1998
- ---------------------------------------- and Director
John P. Morgridge
/s/ Donald T. Valentine Director September 25, 1998
- -----------------------------------------
Donald T. Valentine
/s/ James F. Gibbons Director September 25, 1998
- -----------------------------------------
James F. Gibbons
/s/ Robert L. Puette Director September 25, 1998
- -----------------------------------------
Robert L. Puette
/s/ Masayoshi Son Director September 25, 1998
- -----------------------------------------
Masayoshi Son
/s/ Steven M. West Director September 25, 1998
- -----------------------------------------
Steven M. West
/s/ Edward Kozel Director September 25, 1998
- -----------------------------------------
Edward Kozel
/s/ Carol Bartz Director September 25, 1998
- -----------------------------------------
Carol Bartz
/s/ Arun Sarin Director September 25, 1998
- -----------------------------------------
Arun Sarin
</TABLE>
II-5.
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<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
/s/ Mary Cirillo Director September 25, 1998
- -----------------------------------------
Mary Cirillo
/s/ James C. Morgan Director September 25, 1998
- -----------------------------------------
James C. Morgan
</TABLE>
II-6.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
CISCO SYSTEMS, INC.
II-7.
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Exhibit
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<S> <C>
4.0 Instruments Defining Rights of Shareholders. Reference is made to Registrant's Registration
Statement No. 0-18225 on Form 8-A (including the exhibits thereto), together with Amendment
No. 1 thereto, which is incorporated herein by reference pursuant to Item 3(c).
5.0 Opinion of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Independent Accountants - PricewaterhouseCoopers LLP.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
24.0 Power of Attorney. Reference is made to page II-4 of this Registration Statement.
99.1* Cisco Systems, Inc. International Employee Stock Purchase Plan.
99.2* Form of Enrollment/Change Form
99.3* Form of Stock Purchase Agreement
</TABLE>
* Incorporated by reference to the Registrant's Form S-8 Registration Statement,
Registration No. 333-14661, filed with the Commission on October 23, 1996.
<PAGE> 1
EXHIBIT 5
OPINION OF BROBECK, PHLEGER & HARRISON LLP
September 28, 1998
Cisco Systems, Inc.
170 West Tasman Drive
San Jose, CA 95134-1706
Re: Cisco Systems, Inc. Registration Statement on
Form S-8 for 3,000,000 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 on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended, of
an additional 3,000,000 shares of common stock for issuance under the Company's
International Employee Stock Purchase Plan (the "International Purchase Plan").
This opinion is being furnished in accordance with the
requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents and the
corporate proceedings taken by the Company in connection with the establishment
and amendment of the International Purchase Plan. Based on such review, we are
of the opinion that if, as and when the shares of common stock are issued and
sold (and the consideration therefor received) pursuant to the provisions of the
International Purchase Plan and in accordance with the Registration Statement,
such shares will be duly authorized, legally issued, fully paid and
non-assessable.
We consent to the filing of this opinion letter as Exhibit 5
to the Registration Statement.
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, the International Purchase Plan or the shares of common stock issuable
thereunder.
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-8 of Cisco Systems, Inc. for the registration of the Cisco Systems, Inc.
International Employee Stock Purchase Plan, of our reports dated August 4, 1998,
on our audits of the consolidated financial statements and financial statement
schedule of Cisco Systems, Inc. as of July 25, 1998 and July 26, 1997, and for
the three (3) years ended July 25, 1998, which reports are included in the
Company's 1998 Annual Report on Form 10-K, filed with the Securities and
Exchange Commission.
/s/ PRICEWATERHOUSECOOPERS LLP
San Jose, California
September 23, 1998
