CISCO SYSTEMS INC
424B1, 1999-06-17
COMPUTER COMMUNICATIONS EQUIPMENT
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<PAGE>   1
                                                Filed Pursuant to Rule 424(b)(1)
                                                File No. 333-79941

                                2,682,295 SHARES


                               CISCO SYSTEMS, INC.
                                  COMMON STOCK



     This Prospectus relates to the public offering, which is not being
underwritten, of 2,682,295 shares of our Common Stock which is held by some of
our current shareholders.

     The prices at which such shareholders may sell the shares will be
determined by the prevailing market price for the shares or in negotiated
transactions. We will not receive any of the proceeds from the sale of the
shares.

     Our Common Stock is quoted on the Nasdaq National Market under the symbol
"CSCO." On June 1, 1999, the average of the high and low price for the Common
Stock was $107.063.

                         -------------------------------

     Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

                         -------------------------------


================================================================================

                 The date of this Prospectus is June 11, 1999.


                                       2

<PAGE>   2

     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 Cisco
Systems, Inc. (referred to in this Prospectus as "Cisco" or the "Registrant"),
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.

                       WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
from our web site at http://cisco.com or at the SEC's web site at
http://www.sec.gov.

     The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information filed with the
SEC will update and supersede this information. We incorporate by reference the
documents listed below and any future filings made with the SEC under Section
13a, 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until our
offering is completed.

     1.   Annual Report on Form 10-K for the year ended July 25, 1998, filed
          September 25, 1998, including certain information in Cisco's
          Definitive Proxy Statement in connection with Cisco's 1998 Annual
          Meeting of Shareholders and certain information in Cisco's Annual
          Report to Shareholders for the fiscal year ended July 25, 1998;

     2.   Cisco's Quarterly Report on Form 10-Q for the fiscal year ended
          October 24, 1998, filed December 8, 1998;

     3.   Cisco's Quarterly Report on Form 10-Q for the fiscal quarter ended
          January 23, 1999, filed March 9, 1999, as amended May 14, 1999;

     4.   Cisco's Current Report on Form 8-K filed May 14, 1999;

     5.   The description of Cisco common stock contained in its registration
          statement on Form 8-A filed January 8, 1990, including any amendments
          or reports filed for the purpose of updating such descriptions; and

     6.   The description of Cisco's Preferred Stock Purchase Rights, contained
          in its registration statement on Form 8-A filed on June 11, 1998,
          including any amendments or reports filed for the purpose of updating
          such description.

     You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:

          Cisco Systems, Inc.
          Investor Relations Department
          255 West Tasman Drive
          San Jose, CA 95134
          408-526-4000


                                       3

<PAGE>   3

     You should rely only on the information incorporated by reference or
provided in this prospectus or the prospectus supplement. We have authorized no
one to provide you with different information. We are not making an offer of
these securities in any state where the offer is not permitted. You should not
assume that the information in this prospectus or the prospectus supplement is
accurate as of any date other than the date on the front of the document.

                                   THE COMPANY

     Cisco's principal executive offices are located at 255 West Tasman Drive,
San Jose, California 95134. Cisco's telephone number is (408) 526-4000.

                              PLAN OF DISTRIBUTION

     Cisco is registering all 2,682,295 shares (the "Shares") on behalf of
certain selling shareholders. All of the shares either originally were issued by
us in connection with our acquisition of Fibex Systems. We merged with Fibex
Systems and we were the surviving corporation. Cisco will receive no proceeds
from this offering. The Selling Shareholders named in the table below or
pledgees, donees, transferees or other successors-in-interest selling shares
received from a named selling shareholder as a gift, partnership distribution or
other non-sale-related transfer after the date of this prospectus (collectively,
the "Selling Shareholders") may sell the shares from time to time. The Selling
Shareholders will act independently of Cisco in making decisions with respect to
the timing, manner and size of each sale. The 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, or a combination of, the following:

     o    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,

     o    purchases by a broker-dealer as principal and resale by such
          broker-dealer for its account pursuant to this prospectus,

     o    an exchange distribution in accordance with the rules of such
          exchange,

     o    ordinary brokerage transactions and transactions in which the broker
          solicits purchasers, and

     o    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.

     The Selling Shareholders may enter into hedging transactions with
broker-dealers in connection with distributions of the shares or otherwise. In
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 also may sell shares short and redeliver the shares to
close out such short positions. The Selling Shareholders may enter into option
or other transactions with broker-dealers which require the delivery to the
broker-dealer of the shares. The broker-dealer may then resell or otherwise
transfer such shares pursuant to this prospectus. The Selling Shareholders also
may loan or pledge the shares to a broker-dealer. The broker-dealer may sell the
shares so loaned, or upon a default the broker-dealer may sell 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. Broker-dealers
or agents may also receive compensation from the purchasers of the shares for
whom they act as agents or to whom they sell as principals, or both.
Compensation as to a particular broker-dealer might be in excess of customary
commissions and will be in amounts to be negotiated in connection with the sale.
Broker-dealers or agents and any other participating broker-dealers or the
Selling Shareholders may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act in connection with sales of the shares.
Accordingly, any such commission, discount or concession received by them and
any profit on the


                                       4

<PAGE>   4

resale of the shares purchased by them may be deemed to be underwriting
discounts or commissions under the Securities Act. Because Selling Shareholders
may be deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act, the Selling Shareholders will be subject to the prospectus
delivery requirements of the Securities Act. In addition, any securities covered
by this prospectus which qualify for sale pursuant to Rule 144 promulgated under
the Securities Act may be sold under Rule 144 rather than pursuant to this
prospectus. The Selling Shareholders have advised Cisco that they have not
entered into any agreements, understandings or arrangements with any
underwriters or broker-dealers regarding the sale of their securities. There is
no underwriter or coordinating broker acting in connection with the proposed
sale of shares by Selling Shareholders.

     The shares will be sold only through registered or licensed brokers or
dealers if required under applicable state securities laws. 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 our common stock for a period of two
business days prior to the commencement of such distribution. In addition, each
Selling Shareholder will be subject to applicable provisions of the Exchange Act
and the associated rules and regulations under the Exchange Act, including
Regulation M, which provisions may limit the timing of purchases and sales of
shares of our common stock by the Selling Shareholders. Cisco 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.

     Cisco will file a supplement to this prospectus, if required, pursuant to
Rule 424(b) under the Securities Act upon being notified by a Selling
Shareholder that any material arrangement has been entered into with a
broker-dealer for the sale of shares through a block trade, special offering,
exchange distribution or secondary distribution or a purchase by a broker or
dealer. Such supplement will disclose:

     o    the name of each such Selling Shareholder and of the participating
          broker-dealer(s),

     o    the number of shares involved,

     o    the price at which such shares were sold,

     o    the commissions paid or discounts or concessions allowed to such
          broker-dealer(s), where applicable,

     o    that such broker-dealer(s) did not conduct any investigation to verify
          the information set out or incorporated by reference in this
          prospectus, and

     o    other facts material to the transaction.

     In addition, upon being notified by a Selling Shareholder that a donee or
pledgee intends to sell more than 500 shares, Cisco will file a supplement to
this prospectus.

     Cisco will bear all costs, expenses and fees in connection with the
registration of the shares. The Selling Shareholders will bear all commissions
and discounts, if any, attributable to the sales of the shares. 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 and agents,
against certain liabilities in connection with the offering of the shares,
including liabilities arising under the Securities Act.


                                       5

<PAGE>   5

                              SELLING SHAREHOLDERS

     The following table sets forth the number of shares owned by each of the
Selling Shareholders. None of the Selling Shareholders has had a material
relationship with Cisco within the past three years other than as a result of
the ownership of the shares or other securities of Cisco. No estimate can be
given as to the amount of shares that will be held by the Selling Shareholders
after completion of this offering because the Selling Shareholders may offer all
or some of the shares and because there currently are no agreements,
arrangements or understandings with respect to the sale of any of the shares.
The shares offered by this prospectus may be offered from time to time by the
Selling Shareholders named below.

<TABLE>
<CAPTION>
                                              Number of Shares   Percent of     Number of Shares
                                                Beneficially     Outstanding     Registered for
Name of Selling Shareholder                        Owned           Shares        Sale Hereby(1)
- ---------------------------                   ----------------   -----------    ----------------
<S>                                                 <C>             <C>             <C>
Alta California Partners, L.P.(2)                   323,024          *              323,024

Alta Embarcadero Partners L.P.(3)                     7,378          *                7,378

Ascend Communications, Inc.                         935,653          *              935,653

Kenneth and Heather Buckland                        187,955          *              187,955

Virendra K. Budhraja                                187,955          *              187,955

Richard E. Hejmanowski                               95,419          *               95,419

Michael Jeye                                         45,504          *               45,504

NEA President's Fund, L.P.(4)                         7,913          *                7,913

NEA Ventures 1997, Limited(5)                         1,978          *                1,978

New Enterprise Associates VII,
    Limited Partnership(6)                          320,511          *              320,511

Arno Penzias                                         17,806          *               17,806

Seed Ventures II, Limited                            29,696          *               29,696

Walden EDB Partners, L.P.(7)                        112,034          *              112,034

Walden Japan Partners, L.P.(7)                       59,353          *               59,353

Walden SBIC, L.P.(7)                                107,761          *              107,761

Walden Technology Ventures, L.P.(7)                  21,557          *               21,557

30 additional Selling Shareholders, each of
    whom beneficially owns less than one-tenth
    of one percent of the total outstanding
    Common Stock of Cisco as of May 10, 1999.....   220,798          *              220,798
                                                  =========      =========        =========
         Total                                    2,682,295          *            2,682,295
</TABLE>

* Represents beneficial ownership of less than 1%.

(1)  This registration statement also shall 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 Cisco's
     outstanding shares of common stock.

(2)  Subsequent to the date of this Prospectus, the Shares held by Alta
     California Partners, L.P. may be distributed to Zeid Masri; David E.
     Maxwell; Kenneth J. Simons; Theodore A. Bosler; Phillippe Nguyen; Brian
     Cobb; Elliott Evers; Peter Handy; Amos B. Hostetter, Jr.; Continental
     Investments Corporation LLC; George A.


                                       6

<PAGE>   6

     Needham; Timothy Neher; Edward Buxton; David Jacques; William J. Steding;
     Thomas E. Bertelsen; Sirjang Lal Tandon; Paul E. Ridgers;

(3)  Subsequent to the date of this Prospectus, the Shares held by Alta
     Embarcadero Partners L.P. may be distributed to Jean Deleage; Fran
     Kingsley; William P. Egan; Gregory Egan; Craig L. Burr; Garrett Gruener;
     Bryan Wood; Jeanne Meyer; Geoffrey R. Hoguet; Brian McNeill; James A.
     Terranova; Frank Polestra; Eileen McCarthy; Timothy L. Dibble; David
     Needham; David Retik.

(4)  Subsequent to the date of this Prospectus, the Shares held by NEA
     President's Fund, L.P. may be distributed to Abronson Trust Est. 9/22/81;
     Richard L. Adams, Jr.; Joseph W. Alsop; Robert K. Anderson; Andreessen 1996
     Charitable Remainder Trust; Paul and Evelyn Baran Trust Agreement of May
     23, 1984; M. James Barrett; Joshua S. Boger, Brody Family Trust U/T/D
     August 15, 1986; Bear Stearns Securities Corporation, Custodian for William
     R. Brody Master Defined Contribution M/P Pension Plan; Kevin J. Burns;
     Buuck Family Partnership; Chadwick H. Carpenter, Jr.; Robert J. Carpenter;
     Charney 1996 Trust u/a 6/24/96, Howard S. Charney & Alida C. S. Charney,
     Trustees; Jesse Chen & Wanpyng Chuang; Robert and Stacey Chess; John C.
     Colligan; W. Hudson Connery, Jr.; DIMA Ventures, Inc.; Lewis S. Edelheit;
     Morteza Ejabat; Daniel P. Finkelman; Cam L. Garner & Wanda D. Garner,
     Co-Trustees of The Garner Family Trust, dated October 21, 1987; Garrett A.
     Garrettson; Glynn Family Trust; Paul M. Goeld & Carmen M. Goeld, Trustees
     of Goeld Family Trust u/t/d/ 11/8/96; Adele Goldberg; Gary G. Greenfield;
     William J. Hamburg; Daniel L. Harple, Jr.; Jill Tate Higgins; Ironwood LLC;
     Jacob S. Jacobsson; L. George Klaus, Trustee of the George Klaus Trust;
     Joseph Anthony Liemandt; Earl L. Linehan; Jonathan J. MacQuitty; Joshua
     Makower; Lloyd H. Malchow; Manian Revocable Living Trust DTD 5/5/86 Bala S.
     Manian & Tasneem Ismailji, Trustees; Edward R. McCracken; The Sandhya
     McCracken Living Trust u/a 9/5/97; The Living Trust of Stephens F. Millard,
     dated 9/23/94; Alan C. Nelson and Sharon K. Everson, Jt. Tenants; James W.
     Newman; Bertil D. Nordin; James D. Norrod; Robert J. Paluck; Ronald S.
     Posner; Providence Investment Company Limited; C. Woodrow Rea Jr. Trust
     U/D/T 5/30/96; Francis C. Rienhoff; Timothy James Rink; Walter L. Robb;
     Theresa W. & Robert J. Ryan, Jt. Tenants; William A. Sahiman; John T.
     Sakai; Richard M. Scrushy; John W. Sidgmore; Michael J. Simmons; David A.
     Stamm; Charles W. Stein Trust, dated May 23, 1995, Charles W. Stein and
     Virginia M. Stein, Trustees; Richard J. Testa; Kent J. Thiry and Denise M.
     O'Leary, Trustees, Thiry/O'Leary Living Trust dated March 8, 1990;
     Tomasetta Trust dated May 28, 1996; Steven Wallach Retained Income Trust;
     L. Curtis Widdoes, Jr.; Delaware Charter Guarantee & Trust Co. , Cust:
     William E. Wilson; Yock Family Revocable Trust, dated 7/21/93; Michael D.
     Zisman; Peter J. Barris; Frank A. Bonsal, Jr.; Nancy L. Dorman; Ronald H.
     Kase; C. Richard Kramlich; Arthur J. Marks; Thomas C. McConnell; John M.
     Nehra; Charles W. Newhall, III; Mark W. Perry; Irrevocable Trust u/a Frank
     A. Bonsal, dated 02/23/93, c/o David J. Callard; Turner-McConnell Family
     Trust, Thomas C. McConnell and Latricia Ann Turner, Trustees, uta 8/29/96;
     Christopher H. Perry; Elise S. Perry

(5)  Subsequent to the date of this Prospectus, the Shares held by NEA Ventures
     1997, Limited may be distributed to Lou Van Dyck; Ryan Drant; Debra King;
     Chip Linehan; Hugh Rienhoff; Scott Sandell; Sigrid Van Bladel; Lynn
     Dennard; Nora Zietz; Suzanne King.

(6)  Subsequent to the date of this Prospectus, the Shares held by New
     Enterprise Associates VII, Limited Partnership may be distributed to Abbott
     Capital Private Equity Fund, L.P.; Richard L. Adams, Jr.; AJ Trusts
     Partnership; ALCYON SA; Alexandra R. Alsop; Elizabeth W. Alsop; Joseph W.
     Alsop; Joseph W. Alsop VII; Stewart J. O. Alsop Trust; Trustees of Amherst
     College; Argyropoulos Investors G.P.; Retirement Annuity Plan for Employees
     of the Army and Air Force Exchange Service Trust by Abbott Capital
     Management, L.P. as Investment Manager; Paul Baran or Evelyn Baran, as
     trustee of the Paul and Evelyn Baran Trust Agreement of 23 May 1984; Mellon
     Bank, N.A., as Trustee for the Bell Atlantic Master Trust (North); Mellon
     Bank, N.A. as Trustee for the Bell Atlantic Master Trust (South); Brinson
     Partnership Fund, L.P.; The 1996 Brinson Partnership Fund Offshore Series
     Company Ltd.; Brinson Trust Company as Trustee of The Brinson Partnership
     Fund Trust; Iceship & Co. by State Street Bank & Trust Co. as trustee for
     the Brown & Williamson Tobacco Master Retirement Trust; The Bunting Family
     II LLC; California State Teachers' Retirement System; Austen S. Cargill II
     Living Trust; Carleton College, by Abbott Capital Management, L.P. as
     Investment Manager; Nortrust Nominees Limited, Custodian for the Civil
     Aviation Authority Pension Scheme; Chancellor LGT Partnership Fund, L.P.;
     The Trustees of the Cheyne Walk Trust; Cornish & Carey Commercial Ventures,
     LLC; Cypress Equity Fund Group Trust, by Abbott Capital Management, L.P. as
     Investment Manager; Cypress Equity Fund Ltd., by Abbott Capital Management,
     L.P. as Investment Manager; Dragoo & Co.; The Ford Foundation; Mellon Bank,
     N.A. as Trustee of the General Motors Corp. Master Trust-Hourly-Rated
     Employees Pension Plan, as directed by Brinson Partners, Inc.; Mellon Bank,
     N.A. as Trustee of the General Motors Corp. Master Trust-Salaried Employees
     Non-Contributory Retirement Plan, as directed by Brinson


                                       7

<PAGE>   7

     Partners, Inc.; Goldman Grandchildren 1986 Trust; Guayacan Fund of Funds,
     L.P. by Abbott Capital Management, L.P. as Investment Advisor; HarbourVest
     Partners V-Parallel Partnership Fund L.P.; HarbourVest Partners
     V-Partnership Fund L.P.; Michael E. Herman Revocable Trust; Northern Trust
     Company as Trustee for the Illinois Municipal Retirement Fund, by Abbott
     Capital Management, L.P., as Investment Manager; The James Irvine
     Foundation; JMJ Trusts Partnership; Kaatz Family Limited Partnership II;
     Ewing Marion Kauffman Foundation; Kleinwort Benson Holdings, Inc.; Bernard
     M. Kramer, M.D. Inc. Profit Sharing Plan; Leeway & Co.; Board of Pensions
     Commissioners of the City of Los Angeles, by Abbott Capital Management,
     L.P., as Investment Advisor; Merifin Capital N.V.; Meyer Memorial Trust;
     MILAGRO DE LADERA, L.P., a California Limited Partnership; Mario M. Morino
     Trust; Paul C. Nehra; New Mexico State Investment Council as directed by
     Brinson Partners, Inc.; Commonwealth of Pennsylvania State Employees'
     Retirement System; Picotte Family Private Fund, LLC; Pratt Street Ventures
     IX, LLC; The Trustees of The Ronald Family Trust B; NationsBank of Texas
     N.A. as Trustee for SBC Master Pension Trust; James M. Schlater; John
     Sidgmore; Skytop Associates; Standish Ventures IV; State Universities
     Retirement System, as directed by Brinson Partners, Inc.; The Sumitomo
     Bank, Limited, Cayman Branch; Swingyer Partners; The Northern Trust Company
     as Trustee for U.A. Local 467 Pension Trust; Utah Retirement Systems, by
     Abbott Capital Management, L.P., as Investment Manager; Venture
     Capital/Private Equity Fund; Virginia Retirement System; The Northern Trust
     Company as Trustee of The Vulcan Materials Company Master Pension Trust;
     Warburg, Pincus Post-Venture Capital Fund, Inc., by Abbott Capital
     Management, L.P., as Investment Advisor; University of Washington; Board of
     Trustees of Whitman College; Woodbrook MB Limited Partnership; Michael D.
     Zisman; Peter J. Barris; Nancy L. Dorman; Ronald H. Kase; C. Richard
     Kramlich; Arthur J. Marks; Thomas C. McConnell; Peter T. Morris; John M.
     Nehra; Charles W. Newhall III; Mark W. Perry; Limited Partners: Abingworth
     Management Ltd.; The Stewart Alsop II Revocable Trust dated 10/8/93,
     Stewart Alsop II, Trustee; The Peter J. Barris Family Trust of 1996, u/a
     11/14/96, Adrienne Barris & Jeffrey Radowich, Trustees; Irrevocable Trust
     u/a Frank A. Bonsal, Jr., dated 2/23/93; Virginia Lauren Kase Trust, u/a
     9/10/96 Thomas C. McConnell, Trustee; Ryan Harrison Kase Trust, u/a
     9/10/96, Thomas C. McConnell, Trustee; Debra E. King; Robert F. Kuhling,
     Jr.; Charles M. Linehan; Darlene K. Mann; The Joshua Joseph Marks Trust,
     u/a 11/13/96, Joshua J. Marks; Trustee; The Michael Shannon Marks Trust u/a
     11/13/96, Joshua J. Marks, Trustee; The Samantha Ariel Marks Trust, u/a
     11/13/96, Joshua J. Marks, Trustee; Turner-McConnell Family Trust, Thomas
     C. McConnell and Latricia Ann Turner, Trustees uta 8/29/96; McConnell Twins
     Trust, Ronald H. Kase, Trustee, uta dated 11/11/93; Cole Whieldon McConnell
     Trust, Ronald H. Kase, Trustee, uta dated 3/23/95; MWP Investment
     Partnership; Scott Morris Trust u/a 6/30/97, Mark W. Perry, Trustee; The
     Kathryn S. Nehra Trust, u/a 12/22/93, Charles Noel & Robin Wessels,
     Trustees; The Lauren M. Nehra Trust, u/a 12/22/93, Charles Noel & Robin
     Wessels, Trustees; Susan L. Nehra; Amy Liebno Newhall; Adair Newhall;
     Ashton Newhall; Adair's Trust u/a 11/15/96, Amy Liebno Newhall, Frank A.
     Bonsal, C. Van Leuven Stewart, Trustees; Ashton's Trust u/a 11/15/96, Amy
     Liebno Newhall, Frank A. Bonsal, C. Van Leuven Stewart, Trustees; Terry L.
     Opdendyk; Pratt Street Ventures IX, Limited Partnership; Scott D. Sandell;
     Sigrid J. Van Bladel; Louis B. Van Dyck IV; Thomas E. Winter; Nora M.
     Zietz.

(7)  Subsequent to the date of this Prospectus, the Shares collectively held by
     Walden EDB Partners, Walden Japan Partners, Walden SBIC, L.P. and Walden
     Technologies Ventures L.P. may be distributed to Marc L, Abramowitz and
     Anita L. Abramowitz; Mathilde Albers; Pauline Lo Alker; Herb Alpert;
     Barbara Ancona; ARBA, A California General Partnership; Kent Baum and Marie
     Jose Melief Baum; Steven Berger and Paula Hughmanick; Arthur S. Berliner
     Family Trust Dtd 4/24/85; Nicholas J. Bez; Timothy Blair Billington; Elton
     J. Blum; Joseph Bhrm; Charles S.G. Bolton; Stewart Bonn and Laurel Bonn,
     Ttses under Declaration of Trust Dtd 7/21/94; Eugene D. Brody; Keith A.
     Brooks, D.M.D. Self Employed Profit Sharing; J. Carlo Cannell and Jennifer
     Bradley Cannell; Cardinal Partners; Douglas G. Carlston; Richard Carpenter;
     Maryles Castro; Chais 1991 Family Trust, Stanley Chais and Pamela Chais,
     Trustees; Shirley Chan; C. Philip Chapman and Donna R. Chapman; Chester and
     Catherine Chastek; Clickstream Capital L.L.C.; Christopher Cochrane; Paul
     Coghlan; Third Amended Trust of Gregory Lee Collins; Columbia General
     Investment L.P.; The Corrigan Family Partners, A CA Ltd Partnership;
     Marshall George Cox; Cypress VI Partners; Som Das; Annette R. Dobbs; Glen
     Doshay and Karen Doshay; EDB Ventures 2 Pte Ltd; William W.R. & Gloria L.S.
     Elder, Ttees-Elder Family Trust UDT Dtd 12/2/88; Steve Eskenazi; Daniel
     Faizullabhoy; Richard N. Frank Living Trust Dated 1/21/88, R.N. Frank
     Trustee; The Friedman Revocable Trust, S. & M.W. Friedman Co-Trustees Dated
     8/2/89; The Friedman Group Ltd.; Friend Friend & Friend; E. Garfinkle; J.
     Garfinkle; E. Goldsteins Successor Ttee of the Goldstein Farm Trust Dtd
     5/11/90, as tenants-in-common; Paul Ginsburg; Anthony Michael Glassman;
     Ernest C. Goggio; Goldman-Valerlote Family Trust UDT 11/15/95; Barry
     Goldstein; George J.W. Goodman; Rakinder Grovey; James Hansen & Betsy
     Hansen Living Trust Dtd 12/9/93, J&B Hansen as Co-Trustees; Harriet Hansen
     Living Trust Dtd 12/2/93 Harriet Hansen, Trustee; Ann Hedges Revocable
     Trust Dtd 6/22/93 Ann Hedges Trustee; Howard Properties Money Purchase
     Pension Plan & Trust Dtd 5/30/76; Charles Itsu; Norman C. & Marie H. Jack
     Trustee UTD Living Revocable Trust Dated 12/11/86; Estate of Stephen
     Johnes; K & L Properties; Andrew Ksu; Prudential Securities C/F Norman A.
     Kidd IRA A/C #JE-R25568; David S. Lambert & Carol A. Lambert; Robert A.
     Lanford; The Lauek Family 1994 Revocable Trust Dtd 11-16-94, J.S. & K.L.
     Lauek, Trees; Le Hagen Partners, Ltd.; Chong-Moon Lee and Reiko Takahashi
     Lee; Nancy Y. Lee; Paul Lee; Paul and Kathryn Leitner; Agnes Victoria
     Linhardt 1994 Revocable Inter Vivos Trust, Agnes Linhardt, Ttee; Irving
     Loube; M.E.K. Holdings Corporation; Daniel Mao; Ken J. McEwan; Jerome S.
     Moss; M.V. Partners, L.P. Lawrence & Eleanor Myers Family Trust Dtd
     12/18/75, Lawrence Myers, Trustee; Caryn A. Peck; Lorraine F. Petitfils,
     Trustee Lorraine F. Petitfils, Trust UDT Dated 1/19/89; Wayne A. Ricciardi
     and Wendy L. Ricciardi; Robbins and Myers; Charles Richard Rose Irrevocable
     Trust Dtd 11/27/96, Robert Schweich, Trustee Robert S. and Valerie
     Rubenstein as Community Property; Lawrence K. Samuels; Steve Sanghi; Guy
     and Jean Saperstein; George S. Sarlo Revocable Trust Dtd 12/23/91; Francis
     O. Scarpulla; Trust Agreement Dtd 11/1/93 FBO William J. & Marlilee J.
     Schroeder, Trustees; Betty Jane Schuss Trust, Jack Schuss, Trustee; Robert
     J. Schweich; Lee J. Schweichler and Ann W. Schweichler; Small Business
     Administration; David S. Steiner; Sumitomo Corporation; Sumitomo
     Deutschland GMBH; Sumitronics, Inc.; Roger E. Susi; William P. Tai; Lip-Bu
     Tan and Ysa Loo Trust Dtd 2/3/92; Chun Choy Tang; Targa Capital, Ltd.; J.
     Stephen and Nancy Thornborrow; Thomas and Janet Unterman Living Trust Dated
     12/1/1994; James M. Usdam; Vencap Holdings (1992) Pte. Ltd.; Verona
     Investments, Inc.; Vartex Venture Holdings Pte Ltd.; Peter K. Wanger, Jr.;
     Werner Wolfen; Chia Lung Yeh and Huey Ling Wang; and Richard Young.

                                 LEGAL MATTERS

          The validity of the securities offered hereby will be passed upon for
Cisco by Brobeck, Phleger & Harrison LLP, Palo Alto, California.


                                       8

<PAGE>   8

                                     EXPERTS

     The consolidated balance sheets as of July 25, 1998 and July 26, 1997 and
the consolidated statements of operations, shareholders' equity and cash flows
for each of the three years in the period ended July 25, 1998 incorporated by
reference in this prospectus, have been incorporated herein in reliance on the
report of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of that firm as experts in accounting and auditing.


                                       9

<PAGE>   9

================================================================================

We have not authorized any person to make a statement that differs from what is
in this prospectus. If any person does make a statement that differs from what
is in this prospectus, you should not rely on it. This prospectus is not an
offer to sell, nor is it seeking an offer to buy, these securities in any state
in which the offer or sale is not permitted. The information in this prospectus
is complete and accurate as of its date, but the information may change after
that date.


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                 Page
                                                                 ----
<S>                                                               <C>
Where You Can Find More Information................................3
The Company........................................................4
Plan of Distribution...............................................4
Selling Shareholders...............................................6
Legal Matters......................................................8
Experts............................................................9
</TABLE>


================================================================================


                               CISCO SYSTEMS, INC.



                                2,682,295 SHARES
                                 OF COMMON STOCK


                                  ------------

                                   PROSPECTUS

                                  ------------



                                 June 11, 1999


================================================================================



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