<PAGE> 1
Filed Pursuant to Rule 424(b)(3) and (c)
File Number 333-65867
PROSPECTUS SUPPLEMENT DATED MARCH 15, 1999
to
Prospectus Dated November 20, 1998
217,519 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
217,519 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
Footnotes (3) and (4) below (the "Footnotes") set forth shareholders of the
Company who were not specifically identified in the Prospectus as Selling
Shareholders. The Prospectus is hereby amended to include these additional
shareholders, identified in the table below, who were not specifically
identified in the Footnotes in the Prospectus as Selling Shareholders.
Additionally, in Footnote 3 a Selling Shareholder is incorrectly identified as
"The Andrew W. Melton Foundation". This Selling Shareholder is "The Andrew W.
Mellon Foundation".
<PAGE> 2
<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>
Matrix Partners IV, L.P.(3) 206,644 * 206,644
Matrix IV Entrepreneurs Fund L.P.(4) 10,875 * 10,875
</TABLE>
- -----------------------
* 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.
(3) Subsequent to the date of this Prospectus Supplement, the shares held by
Matrix Partners IV, L.P. may be distributed to Johnathon D. Sokoloff,
Trustee Kathryn Claire Barrows Trust, Johnathon D. Sokoloff, Trustee Haley
Elizabeth Barrows Trust, Roger J. Hawke, Trustee The Ferri Grandchildren's
Trust-1995, Edward F. Hines, Jr., Trustee Richard Matthew Humphreys Trust,
Karen Levy, Trustee Irrevocable Trust Dated 11/16/95 FBO Alexis Marcuvitz,
and Karen Levy, Trustee Irrevocable Trust Dated 11/16/95 FBO Adam
Marcuvitz, in addition to those already listed in the Footnote.
(4) Subsequent to the date of this Prospectus Supplement, the shares held by
Matrix IV Entrepreneur L.P. may be distributed to Timothy A. Barrows, John
C. Boyle, Paul J. Ferri, W. Michael Humphreys, Andrew Marcuvitz, Andrew W.
Verhalen, Johnathon D. Sokoloff, Trustee Kathryn Claire Barrows Trust,
Johnathon D. Sokoloff, Trustee Haley Elizabeth Barrows Trust, Roger J.
Hawke, Trustee The Ferri Grandchildren's Trust-1995, Edward F. Hines, Jr.,
Trustee Richard Matthew Humphreys Trust, Karen Levy, Trustee Irrevocable
Trust Dated 11/16/95 FBO Alexis Marcuvitz, and Karen Levy, Trustee
Irrevocable Trust Dated 11/16/95 FBO Adam Marcuvitz, in addition to those
already listed in the Footnote.
