<PAGE> 1
Filed Pursuant to Rule 424(b)(3)
File Number 333-94365
20,000,000 SHARES
CISCO SYSTEMS, INC.
COMMON STOCK
This prospectus relates to the public offering, it may be underwritten,
of up to 20,000,000 shares of our Common Stock which will be issued in
connection with the closing of the Share Purchase Agreement dated as of December
20, 1999, by and among us, one of our subsidiaries, Pirelli S.p.A. and two of
its subsidiaries (the "Transaction"). One of the Pirelli subsidiaries, Pirelli
Cable Holding, N.V., will be the recipient of the shares. For purposes of this
prospectus, we refer to them as the selling shareholder.
The prices at which such selling shareholder may sell the shares will
be determined by the prevailing market price for the shares or in negotiated or
underwritten 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 February 7, 2000, the average of the high and low price for
the Common Stock was $123.97.
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 REFERENCE IN THIS PROSPECTUS FOR CERTAIN
RISKS AND UNCERTAINTIES THAT YOU SHOULD CONSIDER. THESE INCLUDE THE RISKS
IDENTIFIED ON PAGES 6 THROUGH 12 OF OUR MOST RECENTLY FILED FORM 10-K/A, ON
PAGES 9 THROUGH 17 OF OUR 8-K/A FILED ON FEBRUARY 3, 2000 AND ON PAGES 21
THROUGH 36 OF OUR MOST RECENTLY FILED FORM 10-Q/A. FUTURE REPORTS THAT WE FILE
WITH THE SECURITIES AND EXCHANGE COMMISSION MAY CONTAIN ADDITIONAL RISK FACTORS
OR MODIFICATIONS TO EXISTING RISK FACTORS. YOU SHOULD ALSO CONSIDER THESE RISKS
AND UNCERTAINTIES.
-------------------------------
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 February 11, 2000.
<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 "we", "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 Room at 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
operation of the Public Reference Room. Our SEC filings are also available to
the public from our web site at http://www.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.
(a) Cisco's 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 on 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) Cisco's Quarterly Report on Form 10-Q for the quarter ended
October 30, 1999 as amended by the Quarterly Report on Form 10-Q/A
filed on February 3, 2000;
(c) Cisco's Current Report on Form 8-K filed December 22, 1999;
(d) Cisco's Current Report on Form 8-K filed December 15 ,
1999, as amended by the Current Report on Form 8-K/A filed on February
3, 2000;
(e) Cisco's Current Report on Form 8-K filed November 17, 1999;
(f) 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
(g) 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.
255 West Tasman Drive
San Jose, CA 95134
408-526-4000
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
3
<PAGE> 3
in this prospectus or any 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 20,000,000 shares on behalf of the selling
shareholder. The shares will be issued by us at the closing of the Transaction.
Cisco will receive no proceeds from this offering. The selling shareholder
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 Shareholder") may sell the
shares from time to time. The Selling Shareholder 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
Shareholder 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 in underwritten offering through a broker-dealer,
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 Shareholder may arrange for other
broker-dealers to participate in the resales.
The Selling Shareholder 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 Shareholder. The
Selling Shareholder also may sell shares short and redeliver the shares to
close out such short positions. The Selling Shareholder 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 Shareholder 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 Shareholder. 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 Shareholder 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 resale of the shares purchased by them may be deemed to be
underwriting discounts or commissions under the Securities Act. Because the
Selling Shareholder may be deemed to be an "underwriter" within the meaning of
Section 2(11) of the Securities Act, the Selling Shareholder 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.
4
<PAGE> 4
The Selling Shareholder has advised Cisco that as of the date here of it has
not entered into any agreements, understandings or arrangements with any
underwriters or broker-dealers regarding the sale of its securities.
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 Shareholder. Cisco will make copies
of this prospectus available to the Selling Shareholder and has informed it
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 or
underwritten 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. Cisco will also bear up to $20 million of any
hedging fees or commissions and discounts, if any, attributable to the sales of
the shares. The Selling Shareholder may agree to indemnify any broker-dealer or
agent that participates in transactions involving sales of the shares against
certain liabilities, including liabilities in connection with the offering of
the shares arising under the Securities Act.
5
<PAGE> 5
SELLING SHAREHOLDERS
The following table sets forth the maximum number of shares that will be
owned by the Selling Shareholder upon the closing of the Transaction. The
Selling Shareholder has not 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 Shareholder after completion of this offering
because the Selling Shareholder 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 Shareholder named below.
<TABLE>
<CAPTION>
Number of Shares Number of Shares
Beneficially Registered for
Name of Selling Shareholder(1) Owned(2) Sale Hereby(3)
- ------------------------------ ---------------- ----------------
<S> <C> <C>
Pirelli Cable Holding N.V. 20,000,000 20,000,000
</TABLE>
- --------------
(1) Pirelli Cable Holding N.V. is a wholly owned subsidiary of Pirelli S.p.A.
Pirelli S.p.A. is a publicly-owned company listed on the Milan Stock Exchange.
Pirelli & Co. owns 30.5% of Pirelli S.p.A. and is its largest shareholder.
Pirelli & Co. is a publicly-owned company listed on the Milan Stock Exchange.
Camfin owns 23.3% of Pirelli & Co. and is its largest shareholder. Camfin is a
publicly-owned company listed on the Milan Stock Exchange. A private company
called GPI controls 53.6% of Camfin and Marco Tronchetti Provera controls 53% of
the equity of GPI. The Chairman of Pirelli S.p.A., Marco Tronchetti Provera, is
also the Chairman of Pirelli & Co. and Camfin.
(2) This represents the maximum number of shares to be issued at the closing of
the Transaction. The exact number of shares will be determined at the close of
the trading day on the Nasdaq Stock Market immediately preceding the closing
date of the Transaction. The aggregate number represents less than once percent
of the Common Stock of Cisco.
(3) 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.
6
<PAGE> 6
LEGAL MATTERS
The validity of the securities offered hereby will be passed upon for
Cisco 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 Report on Form 8-K/A filed February 3, 2000, 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 independence 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> 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.
-------------------
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..................................................................7
Experts........................................................................7
</TABLE>
CISCO SYSTEMS, INC.
20,000,000 SHARES
OF COMMON STOCK
----------
PROSPECTUS
----------
FEBRUARY 11, 2000
================================================================================
