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Filed Pursuant to Rule 424(b)(3) and (c)
File Number 333-65867
PROSPECTUS SUPPLEMENT DATED JANUARY 22, 1999
to
Prospectus Dated November 20, 1998
278,246 SHARES
CISCO SYSTEMS, INC.
COMMON STOCK
This Prospectus Supplement supplements the Prospectus dated November
20, 1998 (the "Prospectus") of Cisco Systems, Inc. (the "Company") relating to
the public offering, which is not being underwritten, and sale 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") of
278,246 shares of Common Stock, par value of $0.001 per share, of the Company
(the "Common Stock") who received such shares in connection with the acquisition
by statutory merger of American Internet Corporation ("American Internet"), by
and through a merger of American Internet with and into the Company. This
Prospectus Supplement should be read in conjunction with the Prospectus, and
this Prospectus Supplement is qualified by reference to the Prospectus except to
the extent that the information herein contained supersedes the information
contained in the Prospectus. Capitalized terms used in this Prospectus Summary
and not otherwise defined herein have the meanings specified in the Prospectus.
SELLING SHAREHOLDERS
Michael J. Zak, listed in Footnote 2 of the Prospectus (the
"Footnote"), transferred shares of the Company's Common Stock distributed to him
through a partnership distribution to the entity listed below. The Prospectus is
hereby amended to include an additional shareholder, identified in the table
below, not specifically identified in the Footnote in the Prospectus as a
Selling Shareholder.
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<TABLE>
<CAPTION>
Number of
Shares
Number of Shares Percent of Registered for
Beneficially Outstanding Sale
Name of Selling Shareholder Owned Shares Hereby(1)
- --------------------------- ---------------- ----------- --------------
<S> <C> <C> <C>
Charles River Partnership VII(2) 278,246 * 278,246
</TABLE>
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* less than one percent
- --------
(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 dividend, stock split, recapitalization
or other similar transaction effected without the receipt of consideration which
results in an increase in the number of the Selling Shareholders' outstanding
shares of Common Stock.
(2) Subsequent to the date of this Prospectus Supplement, the shares
held by Charles River Partnership VII may be distributed to Belcrest Capital
Fund LLC, in addition to those already listed in the Footnote.
