<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 1, 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>
<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, 3,339,020 $69.03 $230,492,551 $60,850.03
$0.001 PAR VALUE PER SHARE
===========================================================================================================
(1) The price of $69.03, the average of the high and low prices of Cisco's common stock on the Nasdaq
Stock Market's National Market on April 28, 2000, is set forth solely for the purpose of computing the
registration fee pursuant to Rule 457(c).
</TABLE>
-------------------
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
PROSPECTUS
3,339,020 SHARES
CISCO SYSTEMS, INC.
COMMON STOCK
This prospectus relates to the public offering, which is not being
underwritten, of 3,339,020 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 April 28, 2000, the average of the high and low price for the
common stock was $69.03.
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 May 1, 2000.
<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, as amended by the Annual Report 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) Cisco's Quarterly Report on Form 10-Q for the quarter ended
January 29, 2000 filed March 14, 2000;
(c) Cisco's Quarterly Report on Form 10-Q for the quarter ended
October 30, 1999, filed December 14, 1999, as amended by the Quarterly
Report Form 10-Q/A filed February 3, 2000;
(d) Cisco's Current Report on Form 8-K filed April 3, 2000;
(e) Cisco's Current Report on Form 8-K filed March 28, 2000;
(f) Cisco's Current Report on Form 8-K filed March 27, 2000;
(g) Cisco's Current Report on Form 8-K filed March 16, 2000;
(h) Cisco's Current Report on Form 8-K filed February 3, 2000;
(i) Cisco's Current Report on Form 8-K filed December 15, 1999, as
amended by the Current Report on Form 8-K/A filed on February 3,
2000;
(j) 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
(k) The description of Cisco's Preferred Stock Purchase Rights,
contained in its registration statement on Form 8-A filed on June 11, 1998,
including any amendments or reports filed for the purpose of updating such
description.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Larry R. Carter
Senior Vice President, Chief Financial Officer and Secretary
Cisco Systems, Inc.
170 West Tasman Drive
San Jose, CA 95134-1706
408-526-4000
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have authorized no
one to provide you with different information. We are not making
3
<PAGE> 4
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.
THE COMPANY
Cisco's principal executive offices are located at 170 West Tasman Drive,
San Jose, California 95134-1706. Cisco's telephone number is (408) 526-4000.
PLAN OF DISTRIBUTION
Cisco is registering all 3,339,020 shares on behalf of certain selling
shareholders. All of the shares were issued by us in connection with our
acquisition of Compatible Systems Corporation. We merged with Compatible Systems
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
4
<PAGE> 5
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 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.
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.
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 or as a result of their
employment with Cisco as of the date of the Closing of the acquisition. 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>
Matthew L. McConnell 1,010,006 * 1,010,006
Timothy R. Schultz 519,501 * 519,501
Larry A. Tepper 338,279 * 338,279
John T. Wehr 135,311 * 135,311
Ann L. Beauprez 135,311 * 135,311
Anne O'Sullivan-Stewartson 24,162 * 24,162
David Granger 6,765 * 6,765
Radeuez Gontara 21,988 * 21,965
Kathy Borchard 3,805 * 3,805
Richard Emerson 16,180 * 16,160
Brad Farkas 72,094 * 72,094
Lee Reufenberg Rev. Trust 32,361 * 32,361
Jeffrey S. Osborn 30,035 * 30,035
Andrew Thomas 6,896 * 6,896
Rebecca (Farb) Laska 507 * 507
William Yu 793 * 793
Richard McConnell 84,569 * 84,569
Kathy Grisby 2,416 * 2,416
Ruth MacDonald 1,862 * 1,862
Thomas J. Farrell 8,456 * 8,456
Boulder Ventures II, L.P. 259,673 * 259,673
Boulder Ventures II (Annex), L.P. 38,801 * 38,801
Michael Conrad 23,911 * 23,911
Gregory Douglas 12,392 * 12,392
Lori K. Johnson 1,686 * 1,685
Pamela A. Doody 5,074 * 5,074
Neal Obert 2,415 * 2,415
Sally Smith 4,831 * 4,831
Michael J. Swan 4,832 * 4,832
Robert Denise 2,415 * 2,415
Gentach & Co. as nominee of
Manufacturers Life Insurance Co. 293,773 * 293,773
Lazard Freres & Company, LLC 154,617 * 154,617
Peter Coggan 36,721 * 36,721
Gary Lauder 36,721 * 36,721
Lazard Technology Partners 1,449 * 1,449
Trevor Olson 8,456 * 8,456
=========
3,339,020
</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 divided, stock split,
recapitalization or other similar transaction effected without the receipt
of consideration which results in an increase in the number of Cisco's
outstanding shares of common stock.
6
<PAGE> 7
LEGAL MATTERS
The validity of the securities offered hereby will be passed upon for Cisco
by Brobeck, Phleger & Harrison LLP, Palo Alto, California.
EXPERTS
The consolidated financial statements of Cisco Systems, Inc. incorporated
in this prospectus by reference to the Annual Report on Form 10-K/A for the year
ended July 31, 1999 and supplementary consolidated financial statements as of
July 31, 1999 and July 25, 1998 and for each of the three years in the period
ended July 31, 1999 incorporated in this prospectus by reference to the Current
Report on Form 8-K/A dated February 3, 2000, have been so incorporated in
reliance on the reports of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of said firm as experts in accounting and auditing.
PricewaterhouseCoopers LLP ("PWC"), Cisco's independent accountants,
have notified Cisco that PWC is engaged in discussions with the Securities and
Exchange Commission following an internal review by PWC, pursuant to an
administrative settlement with the Securities and Exchange Commission, of PWC's
compliance with auditor guidelines. PWC has advised Cisco that Cisco is one of
the companies affected by such discussions. Cisco is not involved in the
discussions between the Securities and Exchange Commission and PWC and cannot
predict the result of those discussions.
7
<PAGE> 8
================================================================================
We have not authorized any person to make a statement that differs from what is
in this prospectus. If any person does make a statement that differs from what
is in this prospectus, you should not rely on it. This prospectus is not an
offer to sell, nor is it seeking an offer to buy, these securities in any state
in which the offer or sale is not permitted. The information in this prospectus
is complete and accurate as of its date, but the information may change after
that date.
--------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Where You Can Find More Information...............3
The Company.......................................4
Plan of Distribution..............................4
Selling Shareholders..............................6
Legal Matters.....................................7
Experts...........................................7
</TABLE>
================================================================================
CISCO SYSTEMS, INC.
3,339,020 SHARES
OF COMMON STOCK
------------
PROSPECTUS
------------
MAY 1, 2000
================================================================================
<PAGE> 9
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 $ 60,850.03
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 $101,850.03
</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 Compatible Systems
Corporation
5.1 Opinion of Brobeck, Phleger & Harrison LLP ("BPH")
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>
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> 10
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 this 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> 11
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 amendment to
the 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 1st day of May, 2000.
CISCO SYSTEMS, INC.
By /s/ LARRY R. CARTER
---------------------------------
Larry R. Carter,
Senior Vice President,
Chief Financial Officer
and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment to the 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>
* President, Chief Executive May 1, 2000
- -------------------------------- Officer and Director
John T. Chambers (Principal Executive Officer)
/s/ LARRY R. CARTER Senior Vice President, Finance May 1, 2000
- -------------------------------- and Administration, Chief
Larry R. Carter Financial Officer and Secretary
(Principal Financial and
Accounting Officer)
* Chairman of the Board and Director May 1, 2000
- --------------------------------
John P. Morgridge
* Vice Chairman and Director May 1, 2000
- --------------------------------
Donald T. Valentine
</TABLE>
II-3
<PAGE> 12
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ---------- ----- ----
<S> <C> <C>
* Director May 1, 2000
- --------------------------------
James F. Gibbons
* Director May 1, 2000
- --------------------------------
Steven M. West
* Director May 1, 2000
- --------------------------------
Edward R. Kozel
* Director May 1, 2000
- --------------------------------
Carol A. Bartz
* Director May 1, 2000
- --------------------------------
James C. Morgan
* Director May 1, 2000
- --------------------------------
Mary Cirillo
* Director May 1, 2000
- --------------------------------
Arun Sarin
*By: /s/ LARRY R. CARTER
----------------------------
Larry R. Carter
Attorney-in-Fact
</TABLE>
II-4
<PAGE> 13
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title
------ -------------
<S> <C>
2.1 Agreement of Merger between Cisco Systems, Inc. and Compatible Systems Corporation
5.1 Opinion of Brobeck, Phleger & Harrison LLP ("BPH")
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
COMPATIBLE SYSTEMS CORPORATION
This Agreement of Merger, dated as of the 23nd day of March, 2000
("Merger Agreement"), between Cisco Systems, Inc., a California corporation
("Acquiror"), and Compatible Systems Corporation, a Colorado corporation
("Target").
RECITALS
A. Target was incorporated in the State of Colorado on December 13, 1985
and immediately prior to the Effective Time of the Merger (as defined below)
will have outstanding 5,138,693 shares of Common Stock ("Target Common Stock")
and 1,675,959 shares of Preferred Stock ("Target Preferred Stock").
B. Acquiror and Target have entered into an Agreement and Plan of Merger
and 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.
<PAGE> 2
3. At the Effective Time of the Merger (i) each share of Target
Preferred Stock will convert into one share of Target Common Stock; (ii) 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 Target or
Acquiror shall be cancelled, and no securities of Acquiror or other
consideration shall be delivered in exchange therefor; and (iii) each of the
issued and outstanding shares of Target Common 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 Corporations Code of the State of California
("California Law"), referred to hereinafter as "Dissenting Shares") shall be
converted automatically into and exchanged for .4832569 of a share of Acquiror
Common Stock; provided, however, that no more than 3,846,153 shares of Common
Stock of Acquiror shall be issued in such exchange (including Acquiror Common
Stock reserved for issuance upon exercise of Target options and Target warrants
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 Colorado. 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 $52.00) 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 and Target Preferred 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. All 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.
2
<PAGE> 3
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. 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.
10. 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.
11. The directors and officers of Acquiror immediately prior to the
Effective Time shall be the directors and officers of the Surviving Corporation.
12. 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.
13. 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 officers or
directors, except as otherwise provided in the Agreement and Plan of
Reorganization.
14. 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.
15. 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
COMPATIBLE SYSTEMS CORPORATION
By: /s/ Matt McConnell
----------------------------
Matt McConnell, President
By: /s/ Tim Schulz
----------------------------
Tim Schulz, Secretary
[SIGNATURE PAGE TO AGREEMENT OF MERGER]
4
<PAGE> 1
EXHIBIT 5.1
OPINION OF BROBECK, PHLEGER & HARRISON LLP
April 28, 2000
Cisco Systems, Inc.
300 E. Tasman Drive
San Jose, California 95134
Re: Cisco Systems, Inc. Registration Statement on Form S-3 for Resale
of 3,339,020 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 3,339,020
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
/s/ BROBECK, PHLEGER & HARRISON LLP
<PAGE> 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of Cisco Systems, Inc. of our report dated August 10, 1999
relating to the consolidated financial statements, which appears in Cisco
Systems, Inc.'s 1999 Annual Report to Shareholders, which is incorporated by
reference in its Annual Report on Form 10-K/A 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/A. We also consent to the incorporation by reference of our
report dated August 10, 1999, except as to the pooling of interest 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/A dated February 3, 2000. We also
consent to the reference to us under the heading "Experts" in such Registration
Statement.
San Jose, California
April 28, 2000
