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Prospectus Filed pursuant to Rule 424(b)(3)
File Number 333-46124
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 December 5, 2000, the last sale price of our common stock as
reported on The Nasdaq National Market was $52.12.
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 REFERENCE IN THIS PROSPECTUS FOR CERTAIN
RISKS AND UNCERTAINTIES THAT YOU SHOULD CONSIDER.
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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.
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The date of this prospectus is December 20, 2000.
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TABLE OF CONTENTS
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PAGE
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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
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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) Cisco's Annual Report on Form 10-K for the fiscal year ended July
29, 2000, filed September 29, 2000;
(b) Cisco's Quarterly Report on Form 10-Q for the period ended
October 28, 2000, filed December 12, 2000.
(c) The Registrant's Current Reports on Form 8-K filed on December
15, 1999 (as amended on Form 8-K/A filed on February 3, 2000 and on Form
8-K/A-1 filed on August 4, 2000), August 15, 2000, September 7, 2000,
September 15, 2000, September 26, 2000, September 28, 2000, September 29,
2000, November 6, 2000, November 7, 2000, November 13, 2000, November
15, 2000 and December 19, 2000;
(d) The description of Cisco common stock contained in Cisco's
registration statement on Form 8-A filed January 11, 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:
Investor Relations
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
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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 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 has been 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 of 1933.
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 of 1933.
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 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 Exchange Act of 1934 and the associated rules and regulations under the
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 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.
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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 of 1933. 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 of 1933.
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LEGAL MATTERS
The validity of the Cisco common stock offered hereby will be passed upon
for Cisco Systems, Inc. by Brobeck, Phleger & Harrison LLP, Palo Alto,
California.
EXPERTS
Our consolidated financial statements incorporated in this prospectus by
reference to our 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.
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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.
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CISCO SYSTEMS, INC.
7,344,499 SHARES
OF COMMON STOCK
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PROSPECTUS
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December 20, 2000
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