<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 15, 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)
<TABLE>
<S> <C>
CALIFORNIA 77-0059951
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>
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>
<S> <C> <C> <C> <C>
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
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
---------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par
value per share.......... 5,902,284 $60.50 $357,088,182 $94,271.28
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
</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 SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE> 2
THE INFORMATION CONTAINED IN THIS PRELIMINARY 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 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 15, 2000
PRELIMINARY PROSPECTUS
5,902,284 Shares
CISCO SYSTEMS, INC.
Common Stock
This prospectus relates to the public offering, which is not being
underwritten, of 5,902,284 shares of our common stock which is held by some of
our current shareholders.
The prices at which such 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.
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 September __, 2000.
<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 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" 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 and 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
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, 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, 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.
1
<PAGE> 4
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 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 95134-1706. Our telephone number is (408) 526-4000.
PLAN OF DISTRIBUTION
We are registering all 5,902,284 shares on behalf of certain selling
shareholders and optionholders. All of the shares were issued by us in
connection with our acquisition of NuSpeed, Inc. We acquired all of the
outstanding shares of NuSpeed, Inc., through a merger of NuSpeed, Inc. with and
into Cisco. We will receive no proceeds from this offering. The selling
shareholders and optionholders 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 and optionholders 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 selling
the shares to or through broker-dealers. Our common stock may be 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,
2
<PAGE> 5
- 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 distributions of our common stock 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
shareholders. The selling shareholders also may sell shares short and redeliver
our common stock 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 the shares 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 our
common stock. 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 sales of the shares. Accordingly, any such commission, discount or
concession received by them and any profit on the resale of our common stock
purchased 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 Securities Act of 1933. In addition, any securities covered
by this prospectus which qualify for sale pursuant to Rule 144 promulgated under
the Securities Act of 1933 may be sold under Rule 144 rather than pursuant to
this prospectus. 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 sale of their securities. 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 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 purchases and sales 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 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,
3
<PAGE> 6
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 the shares. The
selling shareholders may agree to indemnify any broker-dealer or agent that
participates in transactions involving sales of the shares against certain
liabilities, including liabilities arising under the Securities Act.
4
<PAGE> 7
SELLING SHAREHOLDERS
The following table sets forth the number of shares and/or options 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
NUMBER OF SHARES PERCENT OF OUTSTANDING REGISTERED FOR SALE
NAME OF SELLING SHAREHOLDER BENEFICIALLY OWNED(1) SHARES HEREBY(1)
--------------------------- --------------------- ---------------------- -------------------
<S> <C> <C> <C>
Mark U. Cree 1,234,953 * 1,234,953
W. Clinton Jurgens 1,234,953 * 1,234,953
William D. Miller 30,873 * 30,873
Mark L. Schrandt 134,900 * 134,900
James L. Schneibel 14,150 * 14,150
Robert J. Armstrong 6,174 * 6,174
Thomas von Kuster 1,852 * 1,852
Silicon Valley Bank 15,436 * 15,436
Dominion Capital Management LLC 23,014 * 23,014
Crescendo III L.P. 1,175,789 * 1,175,789
Crescendo III Executive Fund, L.P. 34,920 * 34,920
Crescendo III, GbR 24,243 * 24,243
Robert J. Armstrong 372,826 * 372,826
Mohamed Nouri 149,346 * 149,346
D&W Ventures II, LLC 93,251 * 93,251
Kenneth Cutler 31,083 * 31,083
Frank McEvoy 12,349 * 12,349
El Dorado Ventures V, L.P. 1,133,784 * 1,133,784
El Dorado Technology '99, L.P. 101,168 * 101,168
Steve Duplessie 15,449 * 15,449
Brendan Hegarty 15,449 * 15,449
Allan Zeinwand 30,873 * 30,873
Stephen R. Bourne 15,449 * 15,449
--------- ---------
Totals 5,902,284 * 5,902,284
</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.
5
<PAGE> 8
LEGAL MATTERS
The validity of the securities offered hereby will be passed upon for us
by Brobeck, Phleger & Harrison LLP, Palo Alto, California.
EXPERTS
Our consolidated financial statements 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"), our independent accountants, has
notified us 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 us that we are one of the companies affected
by such discussions. We are not involved in the discussions between the
Securities and Exchange Commission and PWC and cannot predict the result of
those discussions.
6
<PAGE> 9
================================================================================
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...............1
Incorporation of Certain Documents by Reference...2
The Company.......................................2
Plan of Distribution..............................2
Selling Shareholders..............................5
Legal Matters.....................................6
Experts...........................................6
</TABLE>
================================================================================
CISCO SYSTEMS, INC.
5,902,284 SHARES
OF COMMON STOCK
------------
PROSPECTUS
------------
SEPTEMBER __, 2000
================================================================================
<PAGE> 10
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 us 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......... $ 94,271.28
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..................................................... $135,271.28
===========
</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. Our 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, we have 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 8, 2000 by and between
Cisco Systems, Inc. and NuSpeed, Inc.
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
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; 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 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.
II-1
<PAGE> 11
(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.
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, we have 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, we 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 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> 12
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 15th 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 Officer and September 15, 2000
------------------------------------------ Director (Principal Executive Officer)
John T. Chambers
/s/ LARRY R. CARTER Senior Vice President, Finance and September 15, 2000
------------------------------------------ Administration, Chief Financial Officer,
Larry R. Carter Secretary and Director (Principal
Financial and Accounting Officer)
/s/ JOHN P. MORGRIDGE Chairman of the Board and Director September 15, 2000
------------------------------------------
John P. Morgridge
/s/ DONALD T. VALENTINE Vice Chairman and Director September 15, 2000
------------------------------------------
Donald T. Valentine
/s/ JAMES F. GIBBONS Director September 15, 2000
------------------------------------------
James F. Gibbons
/s/ STEVEN M. WEST Director September 15, 2000
------------------------------------------
Steven M. West
/s/ EDWARD R. KOZEL Director September 15, 2000
------------------------------------------
Edward R. Kozel
</TABLE>
II-3
<PAGE> 13
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
/s/ CAROL A. BARTZ Director September 15, 2000
------------------------------------------
Carol A. Bartz
/s/ JAMES C. MORGAN Director September 15, 2000
------------------------------------------
James C. Morgan
/s/ MARY CIRILLO Director September 15, 2000
------------------------------------------
Mary Cirillo
/s/ ARUN SARIN Director September 15, 2000
------------------------------------------
Arun Sarin
Director
------------------------------------------
Jerry Yang
</TABLE>
II-4
<PAGE> 14
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
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<C> <S>
2.1 Agreement of Merger dated September 8, 2000 by and between Cisco
Systems, Inc. and NuSpeed, Inc.
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>
