<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 14, 2000
REGISTRATION NO.
================================================================================
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.
300 EAST 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.
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 of 1933, please check the
following box and list the Securities Act of 1933 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 of 1933, check the following box and list the
Securities Act of 1933 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. [ ]
-------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================
Title of Each Amount Proposed Maximum Proposed Maximum Amount of
Class of Securities to Be Aggregate Offering Aggregate Registration
to be Registered Registered Price Per Share(1) Offering Price(1) Fee
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, 5,045,629 $60.50 $305,260,555 80,589
$0.001 PAR VALUE PER SHARE
===============================================================================================================
</TABLE>
(1) The price of $60.50, the average of the high and low prices of Cisco's
common stock on the Nasdaq Stock Market's National Market on September 12, 2000,
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 WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE SEC, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
THE INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED SEPTEMBER 14, 2000
PRELIMINARY PROSPECTUS
<PAGE> 2
File Number
PROSPECTUS
5,045,629 SHARES
CISCO SYSTEMS, INC.
COMMON STOCK
This prospectus relates to the public offering, which is not being
underwritten, of 5,045,629 shares of our common stock which is held by some of
our current shareholders.
Our common stock is quoted on the Nasdaq National Market under the symbol
"CSCO." On September 12, 2000, the last sale price of our common stock as
reported on the Nasdaq National Market was $58.875.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE THE SECTIONS ENTITLED
"RISK FACTORS" IN THE DOCUMENTS WE FILE WITH THE SECURITIES AND EXCHANGE
COMMISSION THAT ARE INCORPORATED BY REFERENCES IN THIS PROSPECTUS FOR CERTAIN
RISKS AND UNCERTAINTIES THAT YOU SHOULD CONSIDER.
-------------------------------
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 ______, 2000.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Where You Can Find More Information...............3
Incorporation of Certain Documents by Reference...3
The Company.......................................4
Plan of Distribution..............................4
Selling Shareholders..............................6
Legal Matters.....................................7
Experts...........................................7
</TABLE>
<PAGE> 3
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any reports, statements, or other information that we file with the Securities
and Exchange Commission at the Securities and Exchange Commission's Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call
the Securities and Exchange Commission at 1-800-SEC-0330 for information on the
operation of the Public Reference Room. Our Securities and Exchange Commission
filings are also available to the public from our web site at
http://www.cisco.com or at the Securities and Exchange Commission's web site at
http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Securities and Exchange Commission allows us to "incorporate by
reference" into this prospectus 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 except for any information superseded by information contained
directly in this prospectus or in later filed documents incorporated by
reference in this prospectus. We incorporate by reference the documents listed
below and any future filings made with the Securities and Exchange Commission
under Section 13a, 13(c), 14, or 15(d) of the Securities Exchange Act of 1934
after the date of this prospectus and prior to the time all of the securities
offered by this prospectus are sold.
(a) Annual Report on Form 10-K for the fiscal year ended July 31,
1999, filed September 28, 1999, as amended by the Annual Report on Form
10-K/A filed February 3, 2000, including certain information in Cisco's
Definitive Proxy Statement in connection with Cisco's 1999 Annual Meeting
of Shareholders and certain information in Cisco's Annual Report to
Shareholders for the fiscal year ended July 31, 1999;
(b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended October 30, 1999, filed with the Commission on December 14,
1999, as amended on Form 10-Q/A filed with the Commission on February 3,
2000, Cisco's Quarterly Report on Form 10-Q for the fiscal quarter ended
January 29, 2000 filed with the Commission on March 14, 2000 and Cisco's
Quarterly Report on Form 10-Q for the fiscal quarter ended April 29, 2000,
filed with the Commission on June 13, 2000;
(c) The Registrant's Current Reports on Form 8-K filed with the
Commission on August 13, 1999 (as amended on Form 8-K/A filed with the
Commission on August 13, 1999), August 26, 1999, September 27, 1999,
October 20, 1999, November 4, 1999, November 17, 1999, December 15, 1999
(as amended on Form 8-K/A filed with the Commission on February 3, 2000
and on Form 8-K/A-1 filed with the Commission on August 4, 2000), December
22, 1999, February 17, 2000, March 16, 2000, March 27, 2000, March 28,
2000, April 3, 2000, May 3, 2000, May 15, 2000, May 18, 2000, May 26,
2000, June 7, 2000, June 29, 2000 and July 28, 2000, August 15, 2000, and
September 7, 2000;
(d) 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
(e) 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:
Larry R. Carter
Senior Vice President, Chief Financial Officer and Secretary
Cisco Systems, Inc.
170 West Tasman Drive
San Jose, CA 95134-1706
408-526-4000
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone to provide you with different information. We are not making
3
<PAGE> 4
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 any prospectus
supplement is accurate as of any date other than the date on the front of this
prospectus.
THE COMPANY
Our principal executive offices are located at 170 West Tasman Drive,
San Jose, California 95134. Cisco's telephone number is (408) 526-4000.
PLAN OF DISTRIBUTION
We are registering all 5,045,629 shares on behalf of certain selling
shareholders. All of the shares were issued by us in connection with our
acquisition of IPmobile, Inc. We 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 may sell the shares
from time to time. The selling shareholders will act independently of us 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 reselling our common stock to or
through broker-dealers. Our common stock may be resold by one or more of, or a
combination of, the following:
- a block trade in which the broker-dealer so engaged will attempt to sell
our common stock as agent but may position and resell a portion of the
block as principal to facilitate the transaction,
- purchases by a broker-dealer as principal and resale by such
broker-dealer for its account pursuant to this prospectus,
- an exchange distribution in accordance with the rules of such exchange,
- ordinary brokerage transactions and transactions in which the broker
solicits purchasers, and
- 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 reenter into hedging transactions with
broker-dealers in connection with distributions of our common stock or
otherwise. In such transactions, broker-dealers may engage in short sales of our
common stock in the course of hedging the positions they assume with selling
shareholders. The selling shareholder 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 our common stock. The broker-dealer may then resell or
otherwise transfer such shares pursuant to this prospectus. The selling
shareholders also may loan or pledge our common stock to a broker-dealer. The
broker-dealer may sell our common stock 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 our common stock
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
resale. 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 of 1933 in connection with resales of our
common stock. Accordingly, any such commission, discount or concession received
by them and any profit on the resale of our common stock received by them may be
deemed to be underwriting discounts or commissions under the Securities Act of
1933. Because selling shareholders may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act of 1933, the selling shareholders
will be subject to the prospectus delivery requirements of the
4
<PAGE> 5
Securities Act of 1933. 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 resale of our common stock. There
is no underwriter or coordinating broker acting in connection with the proposed
sale of shares by Selling Shareholders.
Our common stock will be sold only through registered or licensed brokers
or dealers if required under applicable state securities laws. In addition, in
certain states our common stock 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 Securities Exchange Act of
1934, any person engaged in the distribution of our common stock 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 Securities Exchange Act of 1934 and the associated
rules and regulations under the Securities Exchange Act of 1934, including
Regulation M, which provisions may limit the timing of resales of shares of our
common stock by the selling shareholders. We 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 shares of our common stock.
We will file a supplement to this prospectus, if required, pursuant to
Rule 424(b) under the Securities Act of 1933 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:
- the name of each such Selling Shareholder and of the participating
broker-dealer(s),
- the number of shares involved,
- the price at which such shares were sold,
- the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable,
- that such broker-dealer(s) did not conduct any investigation to verify
the information set out or incorporated by reference in this prospectus,
and
- other facts material to the transaction.
We will bear all costs, expenses and fees in connection with the
registration of our common stock. The selling shareholders will bear all
commissions and discounts, if any, attributable to the sales of our common
stock. The selling shareholders may agree to indemnify any broker-dealer or
agent that participates in transactions involving sales of our common stock
against certain liabilities, including liabilities arising under the Securities
Exchange Act of 1933.
5
<PAGE> 6
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 us within the past three years other than as a result of the
ownership of our common stock or other securities of ours or as a result of
their employment with us as of the date of the closing of the acquisition. No
estimate can be given as to the amount of our common stock that will be held by
the Selling Shareholders after completion of this offering because the selling
shareholders may offer all or some of our common stock and because there
currently are no agreements, arrangements or understandings with respect to the
sale of any of our common stock. 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
BENEFICIALLY OUTSTANDING SHARES REGISTERED
NAME OF SELLING SHAREHOLDER OWNED SHARES FOR SALE HEREBY (1)
--------------------------- ------------ ----------- -----------------
<S> <C> <C> <C>
Ali, Mohammad R. 447,047 * 447,047
Patel, Achal 434,344 * 434,344
Patel, Pulin R. 457,592 * 457,592
Patel, Shriti 33,030 * 33,030
Alin Jayant and Nidhi Jayant-Sheth 33,030 * 33,030
Aschenbrenner, Tom 122,465 * 122,465
Davis, Russell 183,878 * 183,878
Bettencourt, Brent 4,954 * 4,954
Holur, Balajii 1,651 * 1,651
Holur, Balajii 4,954 * 4,954
Patel, Arvind 9,083 * 9,083
Kim, Hyun C. 2,477 * 2,477
Kim, Hyun C. 1,651 * 1,651
Kim, Hyun C. 825 * 825
Choksi, Ojas T. 23,144 * 23,144
Burkus, Gregory J. 38,941 * 38,941
Burrows, Gary 13,212 * 13,212
Desai, Ajay 3,303 * 3,303
Dhllon, Abinder Singh 3,303 * 3,303
Hattangady, Sunil V. 3,303 * 3,303
Luu, Mandy 3,303 * 3,303
Mirza, Shazia 6,606 * 6,606
Murray, Michael P. 23,375 * 23,375
Ngo, Hoang 13,212 * 13,212
Patel, Nijaj 9,909 * 9,909
Patel, Parag 6,606 * 6,606
Patil, Harshawardhan 6,606 * 6,606
Purohit, Janak 6,606 * 6,606
Purohit, Neha 3,303 * 3,303
Ramaswami, Ashok 14,990 * 14,990
Shah, Jagdish 3,303 * 3,303
Shah, Vikas 6,606 * 6,606
Tarabocchia, Diano 6,606 * 6,606
Trehan, Vikas 3,303 * 3,303
Trojaniak, Eugene 6,606 * 6,606
Ung, Hourt 6,606 * 6,606
Vakharia, Hiren 6,606 * 6,606
Vendantachar, Rukmini 6,606 * 6,606
Williams, Ushma 9,909 * 9,909
Wong, Kelly 6,606 * 6,606
Sevin Rosen Fund VI L.P. 1,384,218 * 1,384,218
Sevin Rosen VI Affiliates Fund L.P. 109,005 109,005
Sevin Rosen Bayless Management
Company 3,798 * 3,798
Radwan, Marianne 2,031 * 2,031
North Bridge Venture Partners
III, L.P. 1,499,053 * 1,499,053
WS Investment Co. 99B 11,433 * 11,433
Esber, Matthew J. 254 * 254
Freeman, Brandon 254 * 254
Horton, Robert E. 254 * 254
Owens, William B. 508 * 508
Patel, Priti M. 6,606 * 6,606
Mohr Seed Capital, L.P. 38,111 * 38,111
Silicon Valley Bancshares 10,644 * 10,644
--------- ----------
Total 5,045,629 5,045,629
</TABLE>
-----------------
* Represents beneficial ownership of less than one percent.
(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 dividend, stock split,
recapitalization or other similar transaction effected without the receipt
of consideration which results in an increase in the number of our
outstanding shares of common stock.
6
<PAGE> 7
LEGAL MATTERS
The validity of the securities offered hereby will be passed upon for Cisco
Systems, Inc. by Brobeck, Phleger & Harrison LLP, Palo Alto, California.
EXPERTS
The consolidated financial statements of Cisco Systems, Inc. incorporated
in this prospectus by reference to the Annual Report on Form 10-K for the year
ended July 31, 1999 and supplementary consolidated financial statements as of
July 31, 1999 and July 25, 1998 and for each of the three years in the period
ended July 31, 1999 incorporated in this prospectus by reference to the Current
Reports on Form 8-K/A and 8-K/A-1 dated February 3, 2000 and August 4, 2000,
respectively, have been so incorporated in reliance on the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in accounting and auditing.
PricewaterhouseCoopers LLP ("PWC"), Cisco's independent accountants,
has notified Cisco that PWC is engaged in discussions with the Securities and
Exchange Commission following an internal review by PWC, pursuant to an
administrative settlement with the Securities and Exchange Commission, of PWC's
compliance with auditor guidelines. PWC has advised Cisco that Cisco is one of
the companies affected by such discussions. Cisco is not involved in the
discussions between the Securities and Exchange Commission and PWC and cannot
predict the result of those discussions.
7
<PAGE> 8
================================================================================
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.
--------------
================================================================================
CISCO SYSTEMS, INC.
5,045,629 SHARES
OF COMMON STOCK
------------
PROSPECTUS
------------
September __, 2000
================================================================================
<PAGE> 9
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 Cisco in connection with the
sale of common stock being registered. All amounts are estimates except the
Securities and Exchange Commission registration fee.
<TABLE>
<S> <C>
SEC Registration Fee $ 80,589.00
Legal Fees and Expenses 15,000.00
Accounting Fees and Expenses 5,000.00
Printing Fees 5,000.00
Transfer Agent Fees 5,000.00
Miscellaneous 11,000.00
----------
Total $121,589.00
</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 of 1933. Cisco'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, Cisco has entered into
indemnification agreements with each of its directors and officers.
ITEM 16. EXHIBITS
<TABLE>
<S> <C>
2.1 Agreement of Merger dated as of September 1, 2000 by and between Cisco
Systems, Inc. and IPmobile, Inc.
5.1 Opinion of Brobeck, Phleger & Harrison LLP ("BPH")
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants
23.2 Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit 5.1)
24.1 Power of Attorney executed by officers and directors who signed
registration statement (included on page II-3 of this registration
statement)
</TABLE>
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 of 1933;
(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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
(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 of 1933, 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.
(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.
II-1
<PAGE> 10
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 of
1933 and therefore is 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 of 1933 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934, 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> 11
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 San Jose, State of California, on this 13th day of
September, 2000.
CISCO SYSTEMS, INC.
By /s/ JOHN T. CHAMBERS
---------------------------------
John T. Chambers,
President, Chief Executive Officer
and Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Larry R. Carter as his true and lawful
attorney-in-fact and agent, 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 attorney-in-fact and agent 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 attorney-in-fact
and agent 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 Cisco and in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
/s/ JOHN T. CHAMBERS President, Chief Executive September 13, 2000
-------------------------------- Officer and Director
John T. Chambers (Principal Executive Officer)
/s/ LARRY R. CARTER Senior Vice President, Finance September 13, 2000
-------------------------------- and Administration, Chief
Larry R. Carter Financial Officer and Secretary
and Director (Principal Financial
and Accounting Officer)
/s/ JOHN P. MORGRIDGE Chairman of the Board and Director September 13, 2000
--------------------------------
John P. Morgridge
/s/ DONALD T. VALENTINE Vice Chairman and Director September 13, 2000
--------------------------------
Donald T. Valentine
</TABLE>
II-3
<PAGE> 12
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
/s/ JAMES F. GIBBONS Director September 13, 2000
--------------------------------
James F. Gibbons
/s/ STEVEN M. WEST Director September 13, 2000
--------------------------------
Steven M. West
/s/ EDWARD R. KOZEL Director September 13, 2000
--------------------------------
Edward R. Kozel
/s/ CAROL A. BARTZ Director September 13, 2000
--------------------------------
Carol A. Bartz
/s/ JAMES C. MORGAN Director September 13, 2000
--------------------------------
James C. Morgan
/s/ MARY CIRILLO Director September 13, 2000
--------------------------------
Mary Cirillo
/s/ ARUN SARIN Director September 13, 2000
--------------------------------
Arun Sarin
/s/ JERRY YANG Director September 13, 2000
--------------------------------
Jerry Yang
</TABLE>
II-4
<PAGE> 13
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title
------ -------------
<S> <C>
2.1 Agreement of Merger dated September 1, 2000 by and between Cisco
Systems, Inc and IPmobile, Inc.
5.1 Opinion of Brobeck, Phleger & Harrison LLP ("BPH")
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accoutants
23.2 Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit
5.1)
24.1 Power of Attorney executed by officers and directors who signed
registration statement (included on page II-3 of this registration
statement)
</TABLE>
II-5
