<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 1, 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.
255 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.
DAVID A. MAKARECHIAN, 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, 1,437,109 $68.25 $98,082,689.25 $28,934.39
$0.001 par value per share
========================================================================================================
</TABLE>
(1) The price of $68.25 was the average of the high and low prices of the
Common Stock on the Nasdaq National Market System on March 30, 1998, 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>
1,437,109 SHARES
CISCO SYSTEMS, INC.
COMMON STOCK
This Prospectus relates to the public offering, which is not being
underwritten, of 1,437,109 shares of Common Stock, par value of $0.001 per
share, of Cisco Systems, Inc. (the "Company" or the "Registrant"). All
1,437,109 shares (the "Shares") may be offered by certain shareholders of the
Company or by pledgees, donees, transferees or other successors in interest that
receive such shares as a gift, partnership distribution or other non-sale
related transfer (the "Selling Shareholders"). All of the shares were
originally issued by the Company in connection with the acquisition of
WheelGroup Corporation ("WheelGroup"), by and through the acquisition of all of
the common stock and options to purchase common stock of WheelGroup whereby
WheelGroup was merged with and into the Company with the Company as the
surviving corporation. The Shares were issued pursuant to an exemption from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"), provided by Section 4(2) thereof. The Shares are being
registered by the Company pursuant to the Agreement and Plan of Reorganization
between the Company and WheelGroup.
The Shares may be offered by the Selling Shareholders from time to time in
transactions in the over-the-counter market, in negotiated transactions, or a
combination of such methods of sale, at fixed prices which may be changed, at
market prices prevailing at the time of sale, at prices related to prevailing
market prices or at negotiated prices. The Selling Shareholders may effect such
transactions by selling the Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Shareholders and/or the purchasers of the Shares
for whom such broker-dealers may act as agents or to whom they sell as
principals, or both (which compensation as to a particular broker-dealer might
be in excess of customary commissions). See "Plan of Distribution."
The Company will not receive any of the proceeds from the sale of the
Shares. The Company has agreed to bear certain expenses in connection with the
registration of the Shares being offered and sold by the Selling Shareholders.
The Company's Common Stock is quoted on the Nasdaq National Market under
the symbol "CSCO." On March 30, 1998, the average of the high and low price
for the Common Stock was $68.25.
_______________________________
The Selling Shareholders and any broker-dealers or agents that participate
with the Selling Shareholders in the distribution of the Shares may be deemed to
be "underwriters" within the meaning of Section 2(11) of the Securities Act, and
any commissions received by them and any profit on the resale of the Shares
purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act.
_______________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_______________________________
The Company has undertaken to keep a Registration Statement of which this
Prospectus constitutes a part effective until the earlier to occur of March 13,
2000 or the earlier disposition of the securities offered hereby. After such
period, if the Company chooses not to maintain the effectiveness of the
registration statement of which this Prospectus constitutes a part, the
securities issuable upon exercise hereof and offered hereby may not be sold,
pledged, transferred or assigned, except in a transaction which is exempt under
the provisions of the Securities Act, as amended, or pursuant to an effective
registration statement thereunder.
================================================================================
The date of this Prospectus is April 1, 1998
<PAGE>
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus in connection with
the offering made hereby, and if given or made, such information or
representations must not be relied upon as having been authorized by the
Company, any Selling Shareholder or by any other person. Neither the delivery
of this Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that information herein is correct as of any time
subsequent to the date hereof. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any security other than the securities
covered by this Prospectus, nor does it constitute an offer to or solicitation
of any person in any jurisdiction in which such offer or solicitation may not
lawfully be made.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements, information statements and other
information with the Securities and Exchange Commission (the "Commission").
Reports, proxy statements and other information filed by the Company may be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the Commission's Regional Offices located at 75 Park Place, New York, New York
10007 and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511.
Copies of such material can be obtained by mail from the Public Reference Branch
of the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549
at prescribed rates. The Common Stock of the Company is quoted on the Nasdaq
National Market, and such material may also be inspected at the offices of
Nasdaq Operations, 1735 K Street N.W. Washington, D.C. 20006. The Commission
maintains a World Wide Web site that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission. The address of the Commission's web site is
http://www.sec.gov.
The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits thereto, referred to as
the "Registration Statement") under the Securities Act with respect to the
Common Stock offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. For
further information regarding the Company and the Common Stock offered hereby,
reference is hereby made to the Registration Statement and to the exhibits and
schedules filed therewith. The Registration Statement, including the exhibits
and schedules thereto, may be inspected at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549 and copies of all or any part thereof may be obtained from such
office upon payment of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission (File No. 0-18225)
pursuant to the Exchange Act are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
July 26, 1997, filed October 22, 1997;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
October 25, 1997 filed on December 9, 1997 and for the quarter ended January 24,
1998 filed on March 9, 1998;
3. The Company's Current Reports on Form 8-K filed on February 11, 1998,
September 9, 1997, and on August 22, 1997.
4. Definitive Proxy Statement dated October 1, 1997, filed on October 1,
1997 in connection with the Company's 1997 Annual Meeting of Shareholders;
5. The description of the Company's Common Stock, $0.001 par value per
share, contained in its registration statement on Form 8-A filed on January 8,
1990, including any amendment or report filed for the purpose of updating such
description; and
2
<PAGE>
6. All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering.
Any statement contained in a document incorporated by reference herein
shall be deemed to be incorporated by reference in this Prospectus and to be
part hereof from the date of filing of such documents. Any statement modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus. The Company will provide without charge
to each person to whom this Prospectus is delivered a copy of any or all of such
documents which are incorporated herein by reference (other than exhibits to
such documents unless such exhibits are specifically incorporated by reference
into the documents that this Prospectus incorporates). Written requests for
copies should be directed to Larry R. Carter, Chief Financial Officer and
Secretary, at the principal executive offices of Cisco Systems, Inc., 255 West
Tasman Drive, San Jose, California 95134. The Company's telephone number is
(408) 526-4000.
3
<PAGE>
THE COMPANY
The principal executive offices of the Company are located at 255 West
Tasman Drive, San Jose, California 95134. The Company's telephone number is
(408) 526-4000.
PLAN OF DISTRIBUTION
The Company will receive no proceeds from this offering. The Shares
offered hereby may be sold from time to time by the Selling Shareholders or by
pledgees, donees, transferees or other successors in interest. The Selling
Shareholders will act independently of the Company in making decisions with
respect to the timing, manner and size of each sale. Such sales may be made on
one or more exchanges or in the over-the-counter market or otherwise, at prices
and at terms then prevailing or at prices related to the then current market
price, or in negotiated transactions. The Selling Shareholders may effect such
transactions by selling the Shares to or through broker-dealers. The Shares may
be sold by one or more of the following: (a) a block trade in which the broker-
dealer so engaged will attempt to sell the Shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction; (b)
purchases by a broker-dealer as principal and resale by such broker-dealer for
its account pursuant to this Prospectus; (c) an exchange distribution in
accordance with the rules of such exchange; (d) ordinary brokerage transactions
and transactions in which the broker solicits purchasers and (e) in privately
negotiated transactions. To the extent required, this Prospectus may be amended
or supplemented from time to time to describe a specific plan of distribution.
In effecting sales, broker-dealers engaged by the Selling Shareholders may
arrange for other broker-dealers to participate in the resales.
In connection with distributions of the Shares or otherwise, the Selling
Shareholders may enter into hedging transactions with broker-dealers. In
connection with such transactions, broker-dealers may engage in short sales of
the Shares in the course of hedging the positions they assume with Selling
Shareholders. The Selling Shareholders may also sell Shares short and redeliver
the Shares to close out such short positions. The Selling Shareholders may also
enter into option or other transactions with broker-dealers which require the
delivery to the broker-dealer of the Shares registered hereunder, which the
broker-dealer may resell or otherwise transfer pursuant to this Prospectus. The
Selling Shareholder may also loan or pledge the Shares registered hereunder to a
broker-dealer and the broker-dealer may sell the Shares so loaned or upon a
default the broker-dealer may effect sales of the pledged shares pursuant to
this prospectus.
Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from Selling Shareholders and/or the
purchasers of the Shares for whom such broker-dealers may act as agents or to
whom they sell as principals, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions) in amounts to be
negotiated in connection with the sale. Such broker-dealers or agents and any
other participating broker-dealers or the Selling Shareholders may be deemed to
be "underwriters" within the meaning of the Securities Act in connection with
such sales and any such commission, discount or concession may be deemed to be
underwriting discounts or commissions under the Securities Act. In addition,
any securities covered by this Prospectus which qualify for sale pursuant to
Rule 144 may be sold under Rule 144 rather than pursuant to this Prospectus.
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any person
engaged in the distribution of the Shares may not simultaneously engage in
market making activities with respect to the Common Stock of the Company for a
period of two business days prior to the commencement of such distribution. In
addition and without limiting the foregoing, each Selling Shareholder will be
subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including, without limitation, Regulation M, which
provisions may limit the timing of purchases and sales of shares of the
Company's Common Stock by the Selling Shareholders. 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.
4
<PAGE>
At the time a particular offer of Shares is made, if required, a Prospectus
Supplement will be distributed that will set forth the number of Shares being
offered and the terms of the offering, including the name of any underwriter,
dealer or agent, the purchase price paid by any underwriter, any discount,
commission and other item constituting compensation, any discount, commission or
concession allowed or reallowed or paid to any dealer, and the proposed selling
price to the public.
All costs, expenses and fees in connection with the registration of the
Shares will be borne by the Company. Commissions and discounts, if any,
attributable to the sales of the Shares will be borne by the Selling
Shareholders. The Selling Shareholders may agree to indemnify any broker-dealer
or agent that participates in transactions involving sales of the Shares against
certain liabilities, including liabilities arising under the Securities Act.
5
<PAGE>
SELLING SHAREHOLDERS
The following table sets forth the number of shares of Common Stock owned
by each of the Selling Shareholders. Except as indicated, none of the Selling
Shareholders has had a material relationship with the Company within the past
three years other than as a result of the ownership of the Shares or other
securities of the Company. Because the Selling Shareholders may offer all or
some of the Shares which they hold pursuant to the offering contemplated by this
Prospectus, and because there are currently no agreements, arrangements or
understandings with respect to the sale of any of the Shares, no estimate can be
given as to the amount of Shares that will be held by the Selling Shareholders
after completion of this offering. The Shares offered by this Prospectus may be
offered from time to time by the Selling Shareholders named below.
<TABLE>
<CAPTION>
Number of Number of
Shares Percent of Shares
Beneficially Outstanding Registered for
Name of Selling Shareholder Owned Shares Sale Hereby/(1)/
- --------------------------- ----------- ----------- ----------------
<S> <C> <C> <C>
Jonathan G. Beakley 4,480 * 4,480
Joleen Betrami 5,123 * 5,123
BTG, Inc. 325,934 * 325,934
Johnny S. Butler 512 * 512
Cowen & Company (2) 11,017 * 11,017
Jennifer W. Eaglin 2,561 * 2,561
Sheldon Ekland-Olson 5,123 * 5,123
Robert B. Fish 92,163 * 92,163
Allen P. Forbes 1,281 * 1,281
John M. Ford 1,024 * 1,024
Ben David & Jackie Goodfellow Friend 512 * 512
Harvey M. Gates 1,281 * 1,281
Erik C. Goggans 2,776 * 2,776
Robert P. Gooch 2,561 * 2,561
Morris H. Groberman 1,281 * 1,281
William H. Hart MD 1,537 * 1,537
Jeff and Brandi Hughes Hewitt 1,024 * 1,024
HLB Investor Group (3) 3,074 * 3,074
Robert E. Huffman, Jr. (4) 87,554 * 87,554
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Number of Number of
Shares Percent of Shares
Beneficially Outstanding Registered for
Name of Selling Shareholder Owned Shares Sale Hereby/(1)/
- --------------------------- ----------- ----------- ----------------
<S> <C> <C> <C>
Doreen R. Jukubak 2,561 * 2,561
Gerald W. & Glennis D. Jennings 768 * 768
Toney E. Jennings 82,947 * 82,947
JMA Investment Group Limited Partnership (5) 207,540 * 207,540
JMA Investment Group Limited Partnership,
Series II (6) 22,291 * 22,291
Richard H. Jordan 80,196 * 80,196
David R. Kuykendall (7) 3,736 * 3,736
Leidner Partners Limited (8) 10,248 * 10,248
John M. Lewis 512 * 512
Drew H. McNeill 512 * 512
Nan Harris McNeill 1,024 * 1,024
Robert Hayes McNeill 5,637 * 5,637
Steven Glenn Messick 2,561 * 2,561
Ken D. Mindell 3,074 * 3,074
Susan A. Mosetick 1,024 * 1,024
Scott D. Olson 89,858 * 89,858
Randy L. O'Neil 2,705 * 2,705
Ruth E. Pillen 1,281 * 1,281
James R. & Antoinette R. Quidley 1,537 * 1,537
Greg A. Reisman 4,355 * 4,355
William Rudewick 512 * 512
Frederick William Rush II 2,561 * 2,561
Jennifer A. Rush 1,024 * 1,024
Richard P. Rush 512 * 512
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
Number of Number of
Shares Percent of Shares
Beneficially Outstanding Registered for
Name of Selling Shareholder Owned Shares Sale Hereby/(1)/
- --------------------------- ----------- ----------- ----------------
<S> <C> <C> <C>
Earl N. Schell 1,281 * 1,281
Todd A. Schell 36,864 * 36,864
SEP Account of Thomas C. Seebo, II 2,049 * 2,049
Steven D. Shanklin 2,776 * 2,776
Robert J. Stratton III 4,002 * 4,002
R. Lee Sutterfield 87,554 * 87,554
Daniel M. Teal 92,163 * 92,163
David A. Teal 2,561 * 2,561
Michael T. & Pamela Jo Teal 2,049 * 2,049
Richard D. Teal 5,175 * 5,175
Robert J. Waddell 7,943 * 7,943
Scott V. Waddell 89,858 * 89,858
Kevin J. Ziese 23,040 * 23,040
--------- ---------
TOTAL 1,437,109 * 1,437,109
- --------------
</TABLE>
* Represents beneficial Ownership of less than 1%.
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable in connection with the shares registered for
sale hereby by reason of any stock divided, stock split, recapitalization or
other similar transaction effected without the receipt of consideration which
results in an increase in the number of the Registrant's outstanding shares of
Common Stock.
(2) Represents shares distributed by each of the shareholders pursuant to
fees charged by Cowen & Company in connection with the merger of WheelGroup
and the Company.
(3) Subsequent to the date of this Prospectus, the shares held by HLB
Investment Group may be distributed to David J. Beck, David F. Huffman, Carolyn
S. Huffman, Robert E. Huffman and Sandra Landschoot.
(4) Excludes shares which may be distributed to such person as a distribution
in such person's interst in HLB Investment Group.
(5) Subsequent to the date of this Prospectus, the shares held by JMA
Investment Group Limited Partnership may be distributed to Scott D. Curtis,
Charles R. Laurie, Jr., David R. Kuykendall, Optimist Financial, L.L.C., Wayne
I. Collier, William W. Collier, Christopher S. Ambrosio, Edward & Angela
Adamowicz JTWROS, John R. Agoston, Keybank IRA FBO Arnold J. Ambrosio, John H.
(Robin) Barry & Ann F. Barry as Trustees of the John H. (Robin) & Ann F. Barry
Revocable Declaration of Trust DTD 4/2/96, William T. Barry, Sr., Sonya Bassett,
John E. & Alice D. Bosley JTWROS, Key Bank IRA FBO John M. Brooke, Key Bank IRA
FBO Craig J. Brown, Daniel J. Carr, Tonya T. Cass, Richard J. Clark, Jr., J.
Phillip Collier, Jeanne H. Collier as
8
<PAGE>
Trustee of the Jeanne H. Collier Declaration of Trust DTD 12/29/92, KeyBank IRA
FBO Jeanne H. Collier, KeyBank IRA FBO Wayne I. Collier, Wayne I. Collier as
Trustee of The Wayne I. Collier Declaration of Trust DTD 12/29/92, KeyBank IRA
FBO William W. Collier, William W. Collier, Andrew J. Crites & Richard S.
Milligan TIC, David M. & Karen A. Curley JTWROS, Scott D. Curtis, KeyBank IRA
FBO Juliann DeCapite, Paulynne Y. Diamond as Trustee of the William F. Diamond
Revocable Declaration of Trust DTD 9/21/90, William F. Diamond as Trustee of
the Paulynne Y. Diamond Revocable Declaration of Trust DTD 9/21/90, James W. &
Patricia Dickoff JTWROS, William T. Doyle, KeyBank IRA FBO IRA William T.
Doyle, Austin Entwistle, Michael J. Flament, Bruce V. & Julie Fortune JTWROS,
KeyBank IRA FBO Ira M. Fritz, Joseph J. & Sally A. Fumich JTWROS, David
Gendell, KeyBank IRA FBO David Gendell, John E. George, Ernesto A. Gerardo,
Willard J. & Sheredith A. Greufe JTWROS, KeyBank IRA FBO Michael A. Guidrey,
Jim Gunnell, Ronald Lee & Marsha C. Harmon JTWROS, Erick Harpsoe, Richard J. &
Constance M. Hauer JTWROS, David Hnatow, David J. Horvath, KeyBank SEP FOB
Peter H. Hull, KeyBank IRA FBO Peter H. Hull, Scott W. Inman, Josephine
Jankiewicz, John M. & Lois A. Jaracz JTWROS, JMA Investment Club, L.L.C.,
Thomas A. & Constance S. Johnson JTWROS, KeyBank IRA FBO David K. Kataja,
Sharon T. Keeling, KeyBank IRA FBO Richard R. Kennat, David W. & Mary C.
Kinsley JTWROS, Joseph A. & Denise L. Kirk JTWROS, Geraldine C. Korosi, David
J. & Mary Lu Kraig JTWROS, Jonathan Kramer & Maria Sirois JTWROS, KeyBank IRA
FBO Jonathan Kramer, KeyBank IRA FBO James Kunberger, Vernon A. & Vivian C.
Langille as Trustees of the Vernon A. & Vivian C. Langille Revocable Living
Trust DTD 1/11/96, Kenneth G. & Joanne M. Lasky JTWROS, The Laurie Family
Partnership LTD., KeyBank IRA FBO Carole Lynn Laurie, Charles R. Laurie, Jr.,
KeyBank IRA FBO Charles R. Laurie, Jr., Mark D. Ludwig, George C. Lutz,
KeyBank IRA FBO William B. Makinen, Fred C. & Mary Manges JTWROS, KeyBank IRA
FBO Mark Manges, Mark Manges, Mark & Arlene Manges, Lawrence R. Mann Jr. &
Judith A. Mann JTWROS, William G. Masius, William G. & Mary C. Masius JTWROS,
KeyBank IRA FBO Marco L. Mazzone, Marco Mazzone, KeyBank IRA FBO Bernard
McKinney, KeyBank IRA FBO Shelia M. McParlin, Michael Dean Mercer, KeyBank IRA
FBO Leonard J. Milde, Norma J. Miller & Kathleen R. Rayer TIC, Austin W.
Moore, Henry V. Moore as Trustee of the Henry V. Moore Revocable Declaration
of Trust DTD 9/11/95, KeyBank IRA FBO John T. Moore, John T. Moore as
Custodian for Rachel W. Moore under the Unified Gifts to Minors Act 21,
Moorehead Street Inn, L.L.C., Randy A. Moyes Sr. & Laura M. Moyes JTWROS,
KeyBank IRA FBO Mary Louise Musulin, KeyBank IRA FBO Mike Musulin II, Mike
Musulin II & Mary Louise Musulin JTWROS, Robert C. & Arlene J. Naegele JTWROS,
Charles A. Nemer, KeyBank IRA FBO Charles A. Nemer, KeyBank IRA FBO Donna Nemer,
KeyBank IRA FBO John J. Onesta, Frank A. & Christine M. Orteca JTWROS, KeyBank
IRA FBO Frank A. Orteca, Kenneth W. & Evelyn Parker as Trustee of the Parker
Family Trust DTD 4/16/96, Ronald O. Parsons, Robert M. & Barbara J. Pavlik
JTWROS, KeyBank IRA FBO E. Rolland Phillips, III, E. Rolland Phillips, III,
KeyBank IRA FBO Jeffrey M. Pickholtz, Valera J. Kistler & Rebecca K. Porter TIC,
James Potchatek, Roy T. Radigan, Mark Peter Redding, Martin A. & Karlene F.
Roche JTWROS, Giles C. & Patricia Rose as Trustees of the Giles G. & Patricia
Rose Recovable Declaration Trust, Christopher T. Russo, Glenn & MaryAnn Searles,
TIC, KeyBank IRA FBO MaryAnn Searles, David M. Simon, Joseph & Gerladine Simon
JTWROS, John G. Sirois as Custodian for David John Sirois under the Unified
Gifts to Minors Act 21, J. Alban & Antoinette Sirois JTWROS, John G. Sirois as
Custodian for James Sirois under the Unified Gifts to Minors Act 21, KeyBank IRA
FBO John G. Sirois, John G. Sirois, Joseph Anthone & Diane Victoria Sirois
JTWROS, John G. Sirois as Custodian for Julianna Sirois under the Unified Gifts
to Minors Act 21, John G. Sirois as Custodian for Rosemary Sirois under the
Unified Gifts to Minors Act 21, KeyBank IRA FBO Bonnie Snyder, Bonnie Snyder as
Trustee of the Mildred B. Young Irrevocable Living Trust DTD 9/21/93, KeyBank
IRA FBO David Snyder, Kent M. & Linda K. Stauffer JTWROS, KeyBank IRA FBO Norma
M. Stiner, Ronald Stockwell, KeyBank IRA FBO Ronald Stockwell, Catherine
Strader, KeyBank IRA FBO Michael Straub, Ronald & Shelly Thomas JTWROS, James M.
& Nancy Surace as Trustees of the James M. & Nancy Surace Revocable Declaration
of Trust DTD 5/10/98, Frank Tansey Jr. & Judy Tansey JTWROS, James E. & Gloria
J. Terpay JTWROS, Norman J. Thomas, Ronald & Shelly Thomas JTWROS, Gerald A. &
Cynthia J. Trafis JTWROS, Hiroshi Tsuji, Gary Wardrope as Trustee of the Gary
Wardrope Revocable Living Trust DTD 6/2/97, Stewart & Anita Wardrope as Trustees
for the Stewart & Anita Wardrope Revocable Living Trust DTD 4/29/96, KeyBank IRA
FBO Kenneth J. Welch, Kenneth J. & Kimberly Deason Welch, Armsted Landon & Lou
Ann Wellford JTWROS, KeyBank IRA FBO Carl A. West, Carl A. & Cynthia K. West
JTWROS, Gwendolyn R. Whitley, Jeffrey T. Wigley, KeBank IRA FBO Michael R.
Williams, Beatrice Woods and James R. & Shirley A. Zabjelski JTWROS.
(6) Subsequent to the date of this Prospectus, the shares held by JMA
Investment Group Limited Partnership, Series II may be distributed to Francis J.
Abdou, Samuel & Sandra Blackwell JTWROS, Carol Corey, Carol Corey as Custodian
for Melissa Corey and Charles Bryan Corey UGMA 21, William T. Doyle,
9
<PAGE>
Michael J. Flament, Patrick T. & Shannon E. Gallagher JTWROS, David A. Hnatow,
KeyBank SEP FBO Steven Holt, KeyBank IRA FBO Peter H. Hull, Thomas A. &
Constance S. Johnson JTWROS, Jonathan Kramer, F. Fletcher & Peggy F. Miller,
Richard Ozment, Jeff & Mary Patton JTWROS, E. Rolland Phillips, III, Mark Peter
Redding, Robert J. Resnik, Daniel J. Ryan, Bethany P. Raine & Allan J. Sorkey
JTWROS, Louie Leslie Szabo, KeyBank IRA FBO Louie Leslie Szabo, Kenneth James
Welch & Kim Deason Welch JTWROS, Michael R. Williams, The Laurie Family
Partnership LTD. and Moorehead Street Inn, L.L.C.
(7) Excludes shares which may be distributed to such person as a distribution in
such person's interest in JMA Investment Group Limited Partnership.
(8) Subsequent to the date of this Prospectus, the Shares held by Leidner
Partners Limited may be distributed to Richard Neil Leidner and April Dawn
Leidner.
10
<PAGE>
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.
11
<PAGE>
================================================================================
No person has been authorized to give any information or to make any
representation in connection with the Offering being made hereby not contained
in this Prospectus, and, if given or made, such information or representation
must not be relied upon as having been authorized. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any of the
securities offered hereby in any jurisdiction in which it is unlawful to make
such offer or solicitation in such jurisdiction. Neither the delivery of this
Prospectus nor any sale made hereunder shall under any circumstances create an
implication that information contained herein is correct as of any time
subsequent to the date hereof.
--------------
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........................... 11
Experts................................. 11
</TABLE>
================================================================================
CISCO SYSTEMS, INC.
1,437,109 SHARES
OF COMMON STOCK
--------------------
PROSPECTUS
---------------------
April 1, 1998
================================================================================
<PAGE>
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>
<CAPTION>
<S> <C>
SEC Registration fee $28,935
Legal fees and expenses 15,000
Accounting fees and expenses 5,000
Printing Fees 5,000
Transfer Agent Fees 5,000
Miscellaneous 11,065
-------
Total $70,000
=======
</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
2.1 Agreement 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).
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>
(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>
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 1st day of
April, 1998.
CISCO SYSTEMS, INC.
By /s/JOHN T. CHAMBERS
------------------------------------
John T. Chambers,
President, Chief Executive Officer and
Secretary
POWER OF ATTORNEY
-----------------
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 1, 1998
John T. Chambers Officer and Director
(Principal Executive Officer)
/s/ Larry R. Carter
- ------------------------ Vice President, Finance and April 1, 1998
Larry R. Carter Administration, Chief Financial
Officer and Secretary
(Principal Financial and Accounting
Officer)
/s/ John P. Morgridge
- ------------------------ Chairman of the Board and Director April 1, 1998
John P. Morgridge
/s/ Donald T. Valentine
- ----------------------- Director April 1, 1998
Donald T. Valentine
</TABLE>
II-3
<PAGE>
<TABLE>
<S> <C> <C>
/s/ James F. Gibbons
- -------------------- Director April 1, 1998
James F. Gibbons
/s/ Robert L. Puette
- -------------------- Director April 1, 1998
Robert L. Puette
/s/ Masayoshi Son
- ----------------- Director April 1, 1998
Masayoshi Son
/s/ Steven M. West
- ------------------ Director April 1, 1998
Steven M. West
/s/ Edward R. Kozel
- ------------------- Director April 1, 1998
Edward R. Kozel
/s/ Carol A. Bartz
- ------------------ Director April 1, 1998
Carol A. Bartz
/s/ James C. Morgan
- -------------------- Director April 1, 1998
James C. Morgan
/s/ Mary Cirillo
- ---------------- Director April 1, 1998
Mary Cirillo
</TABLE>
II-4
<PAGE>
Index to Exhibits
-----------------
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title
------- -------------
<S> <C>
2.1 Agreement 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>
EXHIBIT 2.1
AGREEMENT OF MERGER
OF
ACQUIROR
AND
TARGET
This Agreement of Merger, dated as of the 12th day of March, 1998
("Merger Agreement"), between Cisco Systems, Inc., a California corporation
("Acquiror"), and WheelGroup Corporation, a Texas corporation ("Target").
RECITALS
________
A. Target was incorporated in the State of Texas on October 24, 1995 and
on the date hereof has outstanding 2,456,582 shares of Common Stock, no par
value ("Target Common Stock").
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 the State of California pursuant to
Section 1103 of the Corporations Code of the State of California.
<PAGE>
3. Immediately prior the Effective Time of the Merger, the
convertible note of Target will be converted into shares of 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 .5161945 of a
share of Acquiror Common Stock; provided, however, that no more than 1,900,000
--------
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 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 provisio 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 $64.63) 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 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
<PAGE>
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 the 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.
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Merger Agreement as
of the date first written above.
ACQUIROR
By: /S/ JOHN T. CHAMBERS, PRESIDENT
----------------------------------------
John T. Chambers, President
By: /S/ LARRY R. CARTER, SECRETARY
----------------------------------------
Larry R. Carter, Secretary
TARGET
By: /S/ TONEY JENNINGS, PRESIDENT
----------------------------------------
Toney Jennings, President
By: /S/ R. LEE SUTTERFIELD, SECRETARY
----------------------------------------
R. Lee Sutterfield, Secretary
[SIGNATURE PAGE TO AGREEMENT OF MERGER]
<PAGE>
EXHIBIT 5.1
April 1, 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
1,437,109 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
1,437,109 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>
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>
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 1,437,109 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
March 30, 1998
