<PAGE> 1
Filed Pursuant to Rule 424(b)(3)
File Number 333-45788
PROSPECTUS
5,045,629 SHARES
CISCO SYSTEMS, INC.
COMMON STOCK
The 5,045,629 shares of our common stock offered by this prospectus were
originally issued by us in connection with our acquisition of IPmobile, Inc.
All the shares of our common stock offered by this prospectus may be resold
from time to time by or on behalf of certain of our shareholders. The shares
were originally issued in private offerings made in reliance on Regulation D
and/or Section 4(2) of the Securities Act of 1933.
The prices at which the selling shareholders may sell the shares will be
determined by the prevailing market price for the shares or in negotiated
transactions. We will not receive any of the proceeds from the sale of the
shares by the selling shareholders.
Our common stock is quoted on the Nasdaq National Market under the symbol
"CSCO." On September 12, 2000, the last sale price for 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 October 5, 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> 2
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) Cisco's Annual Report on Form 10-K for the fiscal year ended July
29, 2000, filed September 29, 2000, including certain information in
Cisco's Definitive Proxy Statement in connection with Cisco's 2000 Annual
Meeting of Shareholders and certain information in Cisco's Annual Report to
Shareholders for the fiscal year ended July 29, 2000;
(b) The Registrant's Current Reports on Form 8-K filed with the
Commission on August 15, 2000, September 7, 2000, September 15, 2000,
September 26, 2000, September 28, 2000 and September 29, 2000;
(c) 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
(d) 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> 3
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. 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> 4
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> 5
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> 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 for the year
ended July 29, 2000, have been so incorporated in reliance on the report 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> 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.
5,045,629 SHARES
OF COMMON STOCK
------------
PROSPECTUS
------------
October 5, 2000
================================================================================
