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As filed with the Securities and Exchange Commission on August 11, 2000
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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CISCO SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
CALIFORNIA 77-0059951
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
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170 WEST TASMAN DRIVE
SAN JOSE, CALIFORNIA 95134-1706
(Address of principal executive offices) (Zip Code)
SEAGULL SEMICONDUCTOR LTD.
1998 SECTION 102 STOCK OPTION PLAN
(Full title of the Plan(s))
JOHN T. CHAMBERS
PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR
CISCO SYSTEMS, INC.
300 EAST TASMAN DRIVE
SAN JOSE, CALIFORNIA 95134-1706
(Name and address of agent for service)
(408) 526-4000
(Telephone Number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Maximum
Amount to be Offering Price per Proposed Maximum Amount of
Title of Securities to be Registered Registered(1) Share(2) Aggregate Offering Price(2) Registration Fee
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<S> <C> <C> <C> <C>
Seagull Semiconductor Ltd.
1998 Section 102 Stock Option Plan
Common Stock, $0.001 par value 177,010 shares $3.15 $557,581.50 $147.20
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Seagull Semiconductor Ltd.
1998 Section 102 Stock Option Plan by reason of any stock dividend, stock
split, recapitalization or other similar transaction effected without the
Registrant's receipt of consideration which results in an increase in the
number of the outstanding shares of Registrant's Common Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the weighted average
exercise price of the outstanding options.
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With respect to securities to be offered to employees of the Registrant's
or its subsidiary, which are subject to the securities laws of the State of
Israel, the following legend shall apply:
"THE SECURITIES AUTHORITY OF THE STATE OF ISRAEL HAS EXEMPTED CISCO
SYSTEMS, INC. FROM THE REQUIREMENT UNDER ISRAELI LAW TO OBTAIN A PERMIT
WITH REGARD TO THIS FORM S-8. NOTHING IN THE EXEMPTION GRANTED SHALL BE
CONSTRUED AS AUTHENTICATING THE MATTERS CONTAINED IN THIS FORM S-8 OR AN
APPROVAL OF THEIR RELIABILITY OR ACCURACY OR AN EXPRESSION OF AN OPINION AS
TO THE QUALITY OF THE SECURITIES OFFERED HEREBY."
2
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PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
Cisco Systems, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
July 31, 1999, filed with the Commission on September 28, 1999, as
amended on Form 10-K405/A filed with the Commission on February 3,
2000, pursuant to Section 13 of the Securities Exchange Act of 1934,
as amended (the "1934 Act");
(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 Forms 8-K/A and 8-K/A-1 filed with the Commission
on February 3, 2000 and August 4, 2000, respectively), 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 and July 28, 2000;
(d) The Registrant's Registration Statement No. 000-18225 on Form 8-A
filed with the Commission on January 11, 1990, together with Amendment
No. 1 on Form 8-A/A filed with the Commission on February 15, 1990,
and including any other amendments or reports filed for the purpose of
updating such description, in which there is described the terms,
rights and provisions applicable to the Registrant's outstanding
Common Stock; and
(e) The Registrant's Registration Statement No. 000-18225 on Form 8-A
filed with the Commission on June 11, 1998, including any amendments
or reports filed for the purpose of updating such description, in
which there is described the terms, rights and provisions applicable
to the Registrant's Preferred Stock Purchase Rights.
All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "1934 Act") after the date of this Registration Statement and prior
to the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which de-registers all securities then
remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities
Not applicable.
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Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. 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, as amended, (the "1933 Act"). The
Registrant's Restated Articles of Incorporation, as amended, and Amended and
Restated Bylaws provide for indemnification of its directors, officers,
employees and other agents to the maximum extent permitted by the California
Corporations Code. In addition, the Registrant has entered into Indemnification
Agreements with each of its directors and officers.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
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Exhibit Number Exhibit
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4 Instruments Defining the Rights of Stockholders. Reference
is made to Registrant's Registration Statement No. 000-18225
on Form 8-A, together with any exhibits thereto, which are
incorporated herein by reference pursuant to Items 3(d) and
3(e) to this Registration Statement.
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 Seagull Semiconductor Ltd. 1998 Section 102 Stock Option
Plan.
99.2 Form of Stock Option Agreement.
99.3 Form of Option Assumption Agreement.
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Item 9. Undertakings
A. 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 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this 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 this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 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; and (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 Registrant's 1998
Section 102 Stock Option Plan.
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B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into 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.
C. Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnification provisions summarized in Item 6 or otherwise,
the Registrant has been advised that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the 1933 Act and is,
therefore, 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 1933 Act and will be governed by the final
adjudication of such issue.
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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-8, 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 11th day
of August, 2000.
CISCO SYSTEMS, INC.
By: /s/ JOHN T. CHAMBERS
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John T. Chambers
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Cisco Systems, Inc., a
California corporation, do hereby constitute and appoint John T. Chambers,
President, Chief Executive Officer and Director and Larry R. Carter, Senior Vice
President, Finance and Administration, Chief Financial Officer, Secretary and
Directors, and each of them, the lawful attorneys-in-fact and agents with full
power and authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, and any one of them, determine may
be necessary or advisable or required to enable said corporation to comply with
the Securities Act of 1933, as amended, and any rules or regulations or
requirements of the Securities and Exchange Commission in connection with this
Registration Statement. Without limiting the generality of the foregoing power
and authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both
pre-effective and post-effective, and supplements to this Registration
Statement, and to any and all instruments or documents filed as part of or in
conjunction with this Registration Statement or amendments or supplements
thereof, and each of the undersigned hereby ratifies and confirms that all said
attorneys and agents, or any one of them, shall do or cause to be done by virtue
hereof. This Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
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Signature Title Date
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/s/ JOHN T. CHAMBERS President, Chief Executive Officer and Director August 11, 2000
------------------------------------ (Principal Executive Officer)
John T. Chambers
/s/ LARRY R. CARTER Senior Vice President, Finance and August 11, 2000
------------------------------------ Administration, Chief Financial Officer,
Larry R. Carter Director and Secretary (Principal Financial
and Accounting Officer)
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Signature Title Date
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/s/ JOHN P. MORGRIDGE Chairman of the Board and Director August 11, 2000
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John P. Morgridge
/s/ DONALD T. VALENTINE Vice Chairman of the Board and Director August 11, 2000
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Donald T. Valentine
/s/ JAMES F. GIBBONS Director August 11, 2000
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James F. Gibbons
/s/ STEVEN M. WEST Director August 11, 2000
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Steven M. West
/s/ EDWARD R. KOZEL Director August 11, 2000
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Edward R. Kozel
/s/ CAROL A. BARTZ Director August 11, 2000
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Carol A. Bartz
/s/ JAMES C. MORGAN Director August 11, 2000
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James C. Morgan
/s/ MARY CIRILLO Director August 11, 2000
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Mary Cirillo
/s/ ARUN SARIN Director August 11, 2000
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Arun Sarin
Director
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Jerry Yang
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EXHIBIT INDEX
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Exhibit Number Exhibit
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4 Instruments Defining the Rights of Stockholders. Reference
is made to Registrant's Registration Statement No. 000-18225
on Form 8-A, together with any exhibits thereto, which are
incorporated herein by reference pursuant to Items 3(d) and
3(e) to this Registration Statement.
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 Seagull Semiconductor Ltd. 1998 Section 102 Stock Option
Plan.
99.2 Form of Stock Option Agreement.
99.3 Form of Option Assumption Agreement.
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