<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 19, 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, 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. [ ]
-------------------
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, 7,344,499 $60.53 $444,562,524.47 $117,364.51
$0.001 PAR VALUE PER SHARE
===============================================================================================================
</TABLE>
(1) The price of $60.53, the average of the high and low prices of Cisco's
common stock on the Nasdaq Stock Market's National Market on September 18, 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 SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
================================================================================
THE INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL NOR DOES IT SEEK AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE
OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED SEPTEMBER 19, 2000
PRELIMINARY PROSPECTUS
<PAGE> 2
File Number
PROSPECTUS
7,344,499 SHARES
CISCO SYSTEMS, INC.
COMMON STOCK
This prospectus relates to the public offering, which is not being
underwritten, of 7,344,499 shares of our common stock, par value $0.001 par
value per share, and the registration of these shares of our common stock for
resale by affiliates of PixStream Incorporated. We will deliver our common stock
when the holders of exchangeable shares of our subsidiary 3801110 Canada Inc., a
corporation existing under the Canada Business Corporations Act ("3801110"),
exchange their exchangeable shares for our common stock or when our subsidiary
3045848 Nova Scotia Company, an unlimited liability company existing under the
Companies Act of Nova Scotia, redeems their exchangeable shares for our common
stock or in the event of the liquidation of 3801110 or us or the insolvency of
3801110. The exchangeable shares will be issued in connection with our
acquisition of PixStream Incorporated. The terms of the exchangeable shares
provide that the redemption price of the exchangeable shares may be satisfied in
whole or in part by the delivery of shares or our common stock.
Our common stock is quoted on the Nasdaq National Market under the symbol
"CSCO." On September 18, 2000, the last sale price of our common stock as
reported on the Nasdaq National Market was $60.06.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE THE SECTION 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
Use of Proceeds...................................4
The Exchangeable Shares...........................4
Plan of Distribution..............................4
Resales...........................................4
Legal Matters.....................................6
Experts...........................................6
</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 further 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" in 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, and later information filed with the Securities and Exchange
Commission will update and supersede this information. 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 Report on Form 10-Q for the fiscal
quarter 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) for the fiscal quarter ended January 29, 2000, filed with the
Commission on March 14, 2000 and 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, July 28, 2000, August 15, 2000,
September 7, 2000 and September 15, 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
Cisco's principal executive offices are located at 170 West Tasman Drive,
San Jose, California 95134. Cisco's telephone number is (408) 526-4000.
USE OF PROCEEDS
We will issue our common stock that we are offering in this prospectus
only in exchange for or redemption of the exchangeable shares of 3801110 Canada
Inc., our subsidiary, and we will receive no net cash proceeds from that
issuance. We will receive no proceeds from resales of our common stock by
affiliates of PixStream Incorporated.
THE EXCHANGEABLE SHARES
The rights of the holders of the exchangeable shares, including exchange
rights are described in the Plan of Arrangement involving Cisco Systems, Inc.,
3801110 Canada Inc., 3045848 Nova Scotia Company, PixStream Incorporated and
Founders Holdings Corp., which will be filed with the Ontario Superior Court of
Justice pursuant to Section 192 of the Canada Business Corporations Act, R.S.C.
1985, c.C- 44, as amended.
PLAN OF DISTRIBUTION
We will issue up to 7,344,499 shares of our common stock covered by this
prospectus only upon exchange or redemption of the exchangeable shares of
3801110 Canada Inc., and no broker, dealer or underwriter has been engaged in
connection with the exchange or redemption. This prospectus also covers the
resale of our common stock by affiliates of PixStream Incorporated.
RESALES
If set forth in an applicable prospectus supplement, this prospectus may
be used in connection with resales or redistributions of our common stock by a
selling stockholder. The selling stockholder may be a person or persons deemed
"affiliates" of PixStream Incorporated under the Securities Act of 1933, as
amended, who acquired our common stock from us or an affiliate of ours. Such a
resale or redistribution may be effected directly or indirectly through 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 re-selling our common stock to or through broker-dealers. Our
common stock may be re-sold 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 enter into hedging transactions with
broker-dealers in connection with re-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 shareholders also may sell our common stock 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 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 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 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. 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. The selling
shareholders have advised us 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 resale of shares by Selling Shareholders.
Our common stock will be re-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 Exchange Act, 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 Exchange Act
and the associated rules and regulations under the Exchange Act, 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 we have informed them of the need for
delivery of copies of this prospectus to purchasers at or prior to the time of
any resale of shares of our common stock.
4
<PAGE> 5
In connection with resales and redistributions, the following
information will, to the extent then required, be provided in the applicable
prospectus supplement: the number of shares to be sold, the purchase price, the
public offering price, if applicable, the name of any underwriter, agent or
broker-dealer, and any applicable commissions, discounts or other items
constituting compensation to underwriters, agents or broker-dealers with respect
to the particular resale or redistribution.
We will bear all costs, expenses and fees in connection with the
registration of our common stock. The selling shareholders will bear all hedging
fees or commissions and discounts, if any, attributable to the resales of our
common stock. The selling shareholders may agree to indemnify any broker-dealer
or agent that participates in transactions involving resales of our common stock
against certain liabilities, including liabilities in connection with the
offering of our common stock 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 our
common stock including liabilities arising under the Securities Act.
5
<PAGE> 6
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/A 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.
6
<PAGE> 7
================================================================================
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.
7,344,499 SHARES
OF COMMON STOCK
------------
PROSPECTUS
------------
______, 2000
================================================================================
<PAGE> 8
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>
Securities and Exchange Commission Registration Fee $117,364.51
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 $158,364.51
</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. 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 Plan of Arrangement to be filed with the Ontario Superior Court of
Justice pursuant to Section 192 of the Canada Business Corporations
Act, R.S.C. 1985, c.C-44, as amended (to be filed by amendment)
4.1 Amended and Restated Articles of Incorporation of Cisco Systems,
Inc. (incorporated by reference to our Annual Report on Form 10-K
filed on September 28, 1997 and our Quarterly Reports on Form 10-Q
filed on December 14, 1999 and June 13, 2000)
4.2 Bylaws of Cisco Systems, Inc. (incorporated by reference to our
Annual Report on Form 10-K filed on September 28, 1999 and our
Quarterly Report on Form 10-Q filed on December 14, 1999)
5.1 Opinion of Brobeck, Phleger & Harrison LLP
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 (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; (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 the volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and 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
Securities and Exchange Commission pursuant to Rule 424 (b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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.
(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> 9
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 of
1933 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
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> 10
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 19th 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 19, 2000
-------------------------------- Officer and Director
John T. Chambers (Principal Executive Officer)
/s/ LARRY R. CARTER Senior Vice President, Finance September 19, 2000
-------------------------------- and Administration, Chief
Larry R. Carter Financial Officer, Secretary
and Director (Principal Financial
and Accounting Officer)
/s/ JOHN P. MORGRIDGE Chairman of the Board and Director September 19, 2000
--------------------------------
John P. Morgridge
/s/ DONALD T. VALENTINE Vice Chairman and Director September 19, 2000
--------------------------------
Donald T. Valentine
</TABLE>
II-3
<PAGE> 11
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
/s/ JAMES F. GIBBONS Director September 19, 2000
--------------------------------
James F. Gibbons
/s/ STEVEN M. WEST Director September 19, 2000
--------------------------------
Steven M. West
/s/ EDWARD R. KOZEL Director September 19, 2000
--------------------------------
Edward R. Kozel
/s/ CAROL A. BARTZ Director September 19, 2000
--------------------------------
Carol A. Bartz
/s/ JAMES C. MORGAN Director September 19, 2000
--------------------------------
James C. Morgan
/s/ MARY CIRILLO Director September 19, 2000
--------------------------------
Mary Cirillo
/s/ ARUN SARIN Director September 19, 2000
--------------------------------
Arun Sarin
/s/ JERRY YANG Director September 19, 2000
--------------------------------
Jerry Yang
</TABLE>
II-4
<PAGE> 12
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title
------ -------------
<S> <C>
2.1 Plan of Arrangement to be filed with the Ontario Superior Court of
Justice pursuant to Section 192 of the Canada Business Corporations
Act, R.S.C. 1985, c.C-44, as amended (to be filed by amendment)
4.1 Amended and Restated Articles of Incorporation of Cisco Systems,
Inc. (incorporated by reference to our Annual Report on Form 10-K
filed on September 28, 1997 and our Quarterly Reports on Form 10-Q
filed on December 14, 1999 and June 13, 2000)
4.2 Bylaws of Cisco Systems, Inc. (incorporated by reference to our
Annual Report on Form 10-K filed on September 28, 1999 and our
Quarterly Report on Form 10-Q filed on December 14, 1999)
5.1 Opinion of Brobeck, Phleger & Harrison LLP
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 (included on page II-3 of this registration
statement)
</TABLE>
II-5
