<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 4, 2000
REGISTRATION NO. 333-92439
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CISCO SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<CAPTION>
<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.
255 WEST 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
Class of Securities to Be Aggregate Offering Aggregate of Registration
to be Registered Registered Price Per Share(1) Offering Price(1) Fee
=================================================================================================================================
<S> <C> <C> <C> <C>
COMMON STOCK,
$0.001 PAR VALUE PER SHARE 4,151,728 $105.06 $436,180,543.68 $115,151.66(*)
=================================================================================================================================
</TABLE>
(*) We previously paid a Registration fee of $97,022 concerning 3,975,715
shares on December 9, 1999. An additional $18,129.66 is being paid herewith.
(1) The price of $105.06, the average of the high and low prices of Cisco's
common stock on the Nasdaq Stock Market's National Market on December 28, 1999,
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 THAT 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 SEC, 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 NOR DOES IT SEEK AN OFFER TO BUY THESE SECURITIES IN ANY
JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED JANUARY 4, 2000
PRELIMINARY PROSPECTUS
4,151,728 SHARES
CISCO SYSTEMS, INC.
COMMON STOCK
This prospectus relates to the public offering, which is not being
underwritten, of 4,151,728 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 December 28, 1999, the average of this high and low price for
the Common Stock was $105.06.
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.
-------------------------------
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 January 4, 2000.
2
<PAGE> 3
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 "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) Annual Report on Form 10-K for the fiscal year ended July
31, 1999, filed September 28, 1999, 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 filed December 14, 1999;
(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;
(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 any 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 in this prospectus or any prospectus supplement is
accurate as of any date other than the date on the front of the document.
3
<PAGE> 4
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 4,151,728 shares (the "Shares") on behalf of
certain selling shareholders. All of the shares either originally were issued by
us or will be issued upon exercise of options to acquire shares of our common
stock in connection with our acquisition of WebLine Communications Corporation.
We merged with WebLine Communications Corporation and we were the surviving
corporation. Cisco 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 (collectively, the "Selling Shareholders") may sell the
shares from time to time. The Selling Shareholders 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
Shareholders 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:
- 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,
- 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 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 Shareholders. The
Selling Shareholders 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 the shares. 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 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 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 Shareholders 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 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. 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. The Selling Shareholders have advised Cisco that
they have not entered into any agreements, understandings or
4
<PAGE> 5
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.
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 Shareholders. Cisco 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 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 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.
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. 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. The Selling Shareholders
have agreed to indemnify certain persons, including broker-dealers and agents,
against certain liabilities in connection with the offering of the shares,
including liabilities arising under the Securities Act.
5
<PAGE> 6
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 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 Shareholders
after completion of this offering because the Selling Shareholders 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 Shareholders named below.
<TABLE>
<CAPTION>
Number of Shares Percent of Number of Shares
Beneficially Outstanding Registered for
Name of Selling Shareholder Owned Shares Sale Hereby(1)
- --------------------------- ---------------- ----------- ----------------
<S> <C> <C> <C>
Adtel Limited Partnership 70,125 * 70,125
Advanced Technology Ventures IV, L.P. 260,016 * 260,016
Advent Partners 10,675 * 10,675
Advent Partners Limited Partners 456 * 456
Alan Gordon 9,568 * 9,568
Bradford Wallace 22,239 * 22,239
Cathy Latner 4,694 * 4,694
Christopher Miller 1,593 * 1,593
Daniel A. Keshian 108,446 * 108,446
Daniel B. Grunberg 24,456 * 24,456
David Cook 3,188 * 3,188
David Friend 33,386 * 33,386
Digital Media and Communications Limited Partnership 286,905 * 286,905
Doug Drane 31,793 * 31,793
Draper Fisher Associates Fund III, L.P. 318,239 * 318,239
Draper Fisher Partners, L.L.C. 14,049 * 14,049
Edmund G. Glass 28,081 * 28,081
Ergo Training, Inc 42,772 * 42,772
Ergo Training, Inc. (United States Trust Company of 242,379 * 242,379
New York)
Firdaus Bhathena 597 * 597
Firdaus Bhathena and Jasmin Bhathena (TNCOM) 222,675 * 222,675
</TABLE>
6
<PAGE> 7
<TABLE>
<CAPTION>
Number of Shares Percent of Number of Shares
Beneficially Outstanding Registered for
Name of Selling Shareholder Owned Shares Sale Hereby(1)
- --------------------------- ---------------- ----------- ----------------
<S> <C> <C> <C>
Francis Albert Honore 6,377 * 6,377
George C. Verghese and Ann D. Kailath (TNCOM) 41,260 * 41,260
George Verghese 995 * 995
Highland Capital Partners III L.P. 585,648 * 585,648
Highland Entrepreneurs' Fund III L.P. 24,401 * 24,401
Information Technology Ventures, L.P. 512,470 * 512,470
Intel 64 Fund, LLC(2) 128,706 * 128,706
Intel Corporation 122,192 * 122,192
ITV Affiliates Fund, L.P. 13,663 * 13,663
Jay D. Glass 15,698 * 15,698
Joan Lucarelli 1,195 * 1,195
Joseph Onstott 1,195 * 1,195
L. Robert Johnson 20,381 * 20,381
MCI WorldCom Venture Fund, Inc. 324,983 * 324,983
Michael Barach 34,910 * 34,910
Mort Goulder 31,793 * 31,793
Morton E. Goulder, Revocable Trust 1,858 * 1,858
N. Louis Shipley 39,870 * 39,870
Nancy Latner 796 * 796
Pasha Roberts 223,273 * 223,273
Robert Fabian 59 * 59
Roger L. Krakoff 5,183 * 5,183
Rory J. Cowan 21,345 * 21,345
Rowland T. Moriarty 27,197 * 27,197
Rustam K. DeVitre 20,381 * 20,381
Seshagiri Ala 4,784 * 4,784
</TABLE>
7
<PAGE> 8
<TABLE>
<CAPTION>
Number of Shares Percent of Number of Shares
Beneficially Outstanding Registered for
Name of Selling Shareholder Owned Shares Sale Hereby(1)
- --------------------------- ---------------- ----------- ----------------
<S> <C> <C> <C>
Simon Orchanian 134 * 134
Stephen Quatrano 31,896 * 31,896
Stephen Spodaryk 12,757 * 12,757
TelAdvent Limited Partnership 70,125 * 70,125
The A & R Guzdar Nominee Trust 24,457 * 24,457
The Breakfast Club I, L.P. 2,553 * 2,553
Thomas Kailath 41,085 * 41,085
William G. Nelson 20,381 * 20,381
Bob Sproall 1,395 * 1,395
Total 4,151,728 4,151,728
</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 Cisco's
outstanding shares of common stock.
(2) Subsequent to the date of the prospectus, the shares held by Intel 64
Fund, LLC, may be distributed to Compaq Computer Corporation, Dell
USA L.P., Intel 64 Fund Operations, Inc., Early Adapter Fund, LLC, NEC
USA, Inc. and Silicon Graphics, Inc.
8
<PAGE> 9
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 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 Report on Form 8-K
dated December 15, 1999, 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.
9
<PAGE> 10
- --------------------------------------------------------------------------------
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................................................9
Experts......................................................9
</TABLE>
CISCO SYSTEMS, INC.
4,151,728 SHARES
OF COMMON STOCK
PROSPECTUS
JANUARY 4, 2000
================================================================================
<PAGE> 11
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 SEC
registration fee.
<TABLE>
<S> <C>
SEC Registration Fee $115,151.66
Legal Fees and Expenses 15,000
Accounting Fees and Expenses 5,000
Printing Fees 5,000
Transfer Agent Fees 5,000
Miscellaneous 11,000
-----------
Total $156,151.66
</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 Agreement of Merger between Cisco Systems, Inc. and WebLine Communications Corporation.
5.1 Opinion of Brobeck, Phleger & Harrison LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Brobeck, Phleger & Harrison LLP (included in the Opinion of Brobeck, Phleger & Harrison LLP filed as
Exhibit 5.1 hereto)
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; 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> 12
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 SEC such indemnification is against
public policy as expressed in the Securities Act 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, 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
Exchange Act, and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act, 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> 13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 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 Santa Clara, State of California, on this 4th day of
January, 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 John T. Chambers and Larry R. Carter, and
each of them, as his true and lawful attorneys-in-fact and agents, 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 attorneys-in-fact and
agents, and each of them, 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 attorneys-in-fact and agents, and any of
them, or their 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 January 4, 2000
- --------------------------------------- Director
John T. Chambers (Principal Executive Officer)
/s/ LARRY R. CARTER Senior Vice President, Finance and January 4, 2000
- --------------------------------------- Administration, Chief Financial Officer
Larry R. Carter and Secretary
(Principal Financial and Accounting
Officer)
/s/ JOHN P. MORGRIDGE Chairman of the Board and Director January 4, 2000
- ---------------------------------------
John P. Morgridge
/s/ DONALD T. VALENTINE Vice Chairman and Director January 4, 2000
- ---------------------------------------
Donald T. Valentine
</TABLE>
II-3
<PAGE> 14
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ---------- ----- ----
<S> <C> <C>
/s/ JAMES F. GIBBONS Director January 4, 2000
- ---------------------------------------
James F. Gibbons
/s/ STEVEN M. WEST Director January 4, 2000
- ---------------------------------------
Steven M. West
/s/ EDWARD R. KOZEL Director January 4, 2000
- ---------------------------------------
Edward R. Kozel
/s/ CAROL A. BARTZ Director January 4, 2000
- ---------------------------------------
Carol A. Bartz
Director January 4, 2000
/s/ JAMES C. MORGAN
- ---------------------------------------
James C. Morgan
Director January 4, 2000
/s/ MARY CIRILLO
- ---------------------------------------
Mary Cirillo
Director January 4, 2000
/s/ ARUN SARIN
- ---------------------------------------
Arun Sarin
</TABLE>
II-4
<PAGE> 15
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title
------ -------------
<S> <C>
2.1 Agreement of Merger between Cisco Systems, Inc. and WebLine Communications Corporation
5.1 Opinion of Brobeck, Phleger & Harrison LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Brobeck, Phleger & Harrison LLP (included in the Opinion of BPH filed as Exhibit 5.1)
24.1 Power of Attorney (included on page II-3 of this registration statement)
</TABLE>
II-5
<PAGE> 1
EXHIBIT 2.1
AGREEMENT OF MERGER
OF
CISCO SYSTEMS, INC.
AND
WEBLINE COMMUNICATIONS CORPORATION
This Agreement of Merger, dated as of the 2nd day of November, 1999
("Merger Agreement"), between Cisco Systems, Inc., a California corporation
("Acquiror"), and WebLine Communications Corporation, a Delaware corporation
("Target").
RECITALS
A. Target was incorporated in the State of Delaware on June 5, 1996 and
immediately prior to the Effective Time of the Merger (as defined below) will
have outstanding 9,246,340 shares of Common Stock ("Target Common Stock") and
8,602,512 shares of Preferred Stock.
B. Acquiror and Target have entered into an Agreement and Plan of
Reorganization (the "Agreement and Plan of Reorganization") providing for
certain representations, warranties, covenants and agreements in connection with
the transactions contemplated hereby. This Merger Agreement and the Agreement
and Plan of Reorganization are intended to be construed together to effectuate
their purpose.
C. The Boards of Directors of Target and Acquiror deem it advisable and
in their mutual best interests and in the best interests of the stockholder of
Target, that Target be acquired by Acquiror through a merger ("Merger") of
Target with and into Acquiror.
D. The Boards of Directors of Acquiror and Target and the stockholders
of Target have approved the Merger.
AGREEMENTS
The parties hereto hereby agree as follows:
1. Target shall be merged with and into Acquiror, and Acquiror
shall be the surviving corporation.
2. The Merger shall become effective at such time (the
"Effective Time") as this Merger Agreement and the officers' certificate of
Target are filed with the Secretary of State of the State of California pursuant
to Section 1103 of the Corporations Code of the State of California.
3. At the Effective Time of the Merger (i) all shares of
Target Common Stock that are owned directly or indirectly by Target, Acquiror or
any other direct or indirect wholly owned subsidiary of Acquiror shall be
cancelled, and no securities of Acquiror or other consideration shall be
delivered in exchange therefor, (ii) each of the issued and outstanding shares
of Target Common Stock, Target Series A Preferred Stock, Target Series B
Preferred Stock, Target Series C Preferred Stock and Target Series D Preferred
Stock (other than shares, if any, held by persons who have not voted such shares
for approval of the Merger and with respect to which such persons shall become
entitled to exercise dissenters' rights in accordance with the Delaware General
Corporation Law, referred to hereinafter as "Dissenting Shares") shall be
converted automatically into and exchanged for 0.1606, 1.7846, 0.1870, 0.1849
and 0.2096, respectively of a share of Acquiror Common Stock; provided, however,
that no more than 4,779,412 shares of Common Stock of Acquiror shall be issued
in such exchange (including Acquiror
<PAGE> 2
Common Stock reserved for issuance upon exercise of Target options assumed by
Acquiror). Those shares of Acquiror Common Stock to be issued as a result of the
Merger are referred to herein as the "Acquiror Shares".
4. Any Dissenting Shares shall not be converted into Acquiror
Common Stock but shall be converted into the right to receive such consideration
as may be determined to be due with respect to such Dissenting Shares pursuant
to the law of the State of Delaware. If after the Effective Time any Dissenting
Shares shall lose their status as Dissenting Shares, then as of the occurrence
of the event which causes the loss of such status, such shares shall be
converted into Acquiror Common Stock in accordance with Section 3.
5. Notwithstanding any other term or provision hereof, no
fractional shares of Acquiror Common Stock shall be issued, but in lieu thereof
each holder of shares of Target Common Stock who would otherwise, but for
rounding as provided herein, be entitled to receive a fraction of a share of
Acquiror Common Stock shall receive from Acquiror an amount of cash equal to the
per share market value of Acquiror Common Stock (deemed to be $68) multiplied by
the fraction of a share of Acquiror Common Stock to which such holder would
otherwise be entitled. The fractional share interests of each Target stockholder
shall be aggregated, so that no Target stockholder shall receive cash in an
amount greater than the value of one full share of Acquiror Common Stock.
6. The conversion of Target Common Stock into Acquiror Common
Stock as provided by this Merger Agreement shall occur automatically at the
Effective Time of the Merger without action by the holders thereof. Each holder
of Target Common Stock shall thereupon be entitled to receive shares of Acquiror
Common Stock in accordance with the Agreement and Plan of Reorganization.
7. At the Effective Time of the Merger, the separate existence
of Target shall cease, and Acquiror shall succeed, without other transfer, to
all of the rights and properties of Target and shall be subject to all the debts
and liabilities thereof in the same manner as if Acquiror had itself incurred
them. All rights of creditors and all liens upon the property of each
corporation shall be preserved unimpaired, provided that such liens upon
property of Target shall be limited to the property affected thereby immediately
prior to the Effective Time of the Merger.
8. This Merger Agreement is intended as a plan of
reorganization within the meaning of Section 368(a) of the Internal Revenue Code
of 1986, as amended.
9. (a) The Amended and Restated Articles of Incorporation of
Acquiror in effect immediately prior to the Effective Time shall be the Amended
and Restated Articles of Incorporation of the Surviving Corporation unless and
until thereafter amended.
(b) The Bylaws of Acquiror in effect immediately prior to
the Effective Time shall be the Bylaws of the Surviving Corporation unless and
until amended or repealed as provided by applicable law, the Articles of
Incorporation of the Surviving Corporation and such Bylaws.
(c) The directors and officers of Acquiror immediately
prior to the Effective Time shall be the directors and officers of the Surviving
Corporation.
10. (a) Notwithstanding the approval of this Merger Agreement
by the stockholders of Target, this Merger Agreement shall terminate forthwith
in the event that the Agreement and Plan of Reorganization shall be terminated
as therein provided.
(b) In the event of the termination of this Merger
Agreement as provided above, this Merger Agreement shall forthwith become void
and there shall be no liability on the part of Target or Acquiror or their
respective
2
<PAGE> 3
officers or directors, except as otherwise provided in the Agreement and Plan
of Reorganization.
(c) This Merger Agreement may be signed in one or more
counterparts, each of which shall be deemed an original and all of which shall
constitute one agreement.
(d) This Merger Agreement may be amended by the parties
hereto any time before or after approval hereof by the stockholders of Target,
but, after such approval, no amendments shall be made which by law require the
further approval of such stockholders without obtaining such approval. This
Merger Agreement may not be amended except by an instrument in writing signed on
behalf of each of the parties hereto.
3
<PAGE> 4
IN WITNESS WHEREOF, the parties have executed this Merger Agreement as
of the date first written above.
CISCO SYSTEMS, INC.
By: /s/ JOHN T. CHAMBERS
--------------------------------
John T. Chambers, President
By: /s/ LARRY R. CARTER
--------------------------------
Larry R. Carter, Secretary
WEBLINE COMMUNICATIONS CORPORATION
By: /s/ DANIEL A. KESHIAN
--------------------------------
Daniel A. Keshian, President
By: /s/ BRIAN D. COHEN
--------------------------------
Brian D. Cohen, Secretary
4
<PAGE> 1
EXHIBIT 5.1
OPINION OF BROBECK, PHLEGER & HARRISON LLP
January 4, 2000
Cisco Systems, Inc.
255 W. Tasman Drive
San Jose, California 95134
Re: Cisco Systems, Inc. Registration Statement on Form S-3
for Resale of 4,151,728 Shares of Common Stock
Ladies and Gentlemen:
We have acted as counsel to Cisco Systems, Inc., a California
corporation (the "Company"), in connection with the registration for resale of
4,151,728 shares of Common Stock (the "Shares"), as described in the Company's
Registration Statement on Form S-3 ("Registration Statement") filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act").
This opinion is being furnished in accordance with the
requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents, the
corporate proceedings taken by the Company in connection with the original
issuance and sale of the Shares and a certificate of a Company officer regarding
(among other things) the Company's receipt of consideration upon the original
issuance and sale of the Shares. Based on such review, we are of the opinion
that the Shares are duly authorized, validly issued, fully paid and
nonassessable.
We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus which is part of the Registration Statement.
In giving this consent, we do not thereby admit that we are within the category
of persons whose consent is required under Section 7 of the Act, the rules and
regulations of the Securities and Exchange Commission promulgated thereunder or
Item 509 of Regulation S-K.
This opinion letter is rendered as of the date first written
above and we disclaim any obligation to advise you of facts, circumstances,
events or developments which hereafter may be brought to our attention and which
may alter, affect or modify the opinion expressed herein. Our opinion is
expressly limited to the matters set forth above and we render no opinion,
whether by implication or otherwise, as to any other matters relating to the
Company or the Shares.
Very truly yours,
BROBECK, PHLEGER & HARRISON LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-3 of our report dated August 10, 1999 relating
to the consolidated financial statements, which appears in the 1999 Annual
Report to Shareholders of Cisco Systems, Inc., which is incorporated by
reference in Cisco Systems, Inc.'s Annual Report on Form 10-K for the year
ended July 31, 1999. We also consent to the incorporation by reference of our
report dated August 10, 1999 relating to the financial statement schedule,
which appears in such Annual Report on Form 10-K. We also consent to the
incorporation by reference of our report dated August 10, 1999, except as to
the pooling of interests transactions as described in Note 3b which is as of
November 24, 1999, relating to the supplementary consolidated financial
statements of Cisco Systems, Inc. which appears in the Current Report on Form
8-K dated December 15, 1999. We also consent to the reference to us under the
heading "Experts" in such Registration Statement.
PricewaterhouseCoopers LLP
San Jose, California
January 4, 2000
