<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 11, 2000
REGISTRATION NO. 333-36746
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
CISCO SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
CALIFORNIA 3679 77-0059951
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer Identification
of incorporation or Classification Code Number) No.)
organization)
</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)
------------------------
LARRY R. CARTER
SENIOR VICE PRESIDENT, FINANCE AND ADMINISTRATION, CHIEF FINANCIAL OFFICER AND
SECRETARY
CISCO SYSTEMS, INC.
170 WEST TASMAN DRIVE
SAN JOSE, CALIFORNIA 95134
(408) 526-4000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------
COPIES TO:
<TABLE>
<S> <C>
THERESE A. MROZEK, ESQ. PATRICK J. RONDEAU, ESQ.
BROBECK, PHLEGER & HARRISON LLP HALE AND DORR LLP
TWO EMBARCADERO PLACE 60 STATE STREET
2200 GENG ROAD BOSTON, MASSACHUSETTS 02109
PALO ALTO, CALIFORNIA 94303 TELEPHONE: (617) 526-6000
TELEPHONE: (650) 424-0160 FACSIMILE: (617) 526-5000
FACSIMILE: (650) 496-2865
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE TO THE PUBLIC: At the
Effective Time of the Merger of a wholly-owned subsidiary of the Registrant with
and into ArrowPoint Communications, Inc., which shall occur as soon as
practicable after the Effective Date of this Registration Statement and the
satisfaction or waiver of all conditions to closing of such Merger.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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 this form is a post-effective amendment filed pursuant to Rule 462(d)
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. [ ]
------------------------
THE REGISTRANT HEREBY AMENDS THE 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, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SUCH SECTION 8(a),
MAY DETERMINE.
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- --------------------------------------------------------------------------------
<PAGE> 2
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Registration Statement is solely
to file certain exhibits to the Registration Statement, as set forth below in
Item 21(a) of Part II.
<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. 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 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The following exhibits are filed herewith or incorporated by reference
herein:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
- ------- -------------
<C> <S> <C>
2.1* -- Agreement and Plan of Merger and Reorganization dated as of
May 4, 2000 by and among Cisco Systems, Inc., Archer
Acquisition Corporation and ArrowPoint Wireless
Communications, Inc. (attached as Appendix A to the proxy
statement/prospectus contained in this registration
statement).
2.2* -- Stock Option Agreement dated as of May 4, 2000 by and among
Cisco Systems, Inc. and ArrowPoint Communications, Inc.
(attached as Appendix B to the proxy statement/ prospectus
contained in this registration statement).
3.1* -- Cisco Systems, Inc.'s Restated Articles of Incorporation as
currently in effect, including the Certificate of
Determination of Series A Junior Participating Preferred
Stock (incorporated by reference to Registrant's Annual
Report on Form 10-K for the fiscal year ended July 25,
1998).
3.2* -- Certificate of Amendment to Cisco Systems, Inc. Restated
Articles of Incorporation (incorporated by reference to
Exhibit 3.1.2 to the Registrant's Quarterly Report on Form
10-Q for the quarterly period ended October 30, 1999).
3.3* -- Cisco Systems, Inc.'s Amended and Restated Bylaws, as
currently in effect (incorporated by reference to Exhibit
3.2 to the Registrant's Quarterly Report on Form 10-Q for
the fiscal quarterly period ended October 30, 1999).
4.1* -- Form of Specimen Certificate for Cisco Systems, Inc.'s
Common Stock (incorporated by reference to Exhibit 28.01 of
Registrant's Registration Statement on Form S-1 (File No.
33-32778)).
4.2* -- Rights Agreement dated as of June 10, 1998 by and among
Cisco Systems, Inc.'s and BankBoston, N.A., as Rights Agent
(incorporated by reference to Registrant's Current Report on
Form 8-K filed on June 11, 1998).
5.1* -- Opinion of Brobeck, Phleger & Harrison LLP regarding the
legality of the securities being issued.
8.1 -- Opinion of Brobeck, Phleger & Harrison LLP regarding certain
tax matters.
8.2 -- Opinion of Hale and Dorr LLP regarding certain tax matters.
23.1* -- Consent of PricewaterhouseCoopers LLP with respect to Cisco
Systems, Inc.'s financial statements.
</TABLE>
II-1
<PAGE> 4
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
- ------- -------------
<C> <S> <C>
23.2* -- Consent of Arthur Andersen LLP with respect to ArrowPoint
Communications, Inc.'s financial statements.
23.3 -- Consent of Brobeck, Phleger & Harrison LLP (included in
Exhibit 5.1 and Exhibit 8.1).
23.4 -- Consent of Hale and Dorr LLP (included in Exhibit 8.2).
23.5 -- Consent of Goldman, Sachs & Co.
24.1* -- Power of Attorney (see page II-4).
</TABLE>
- ------------------------
* Previously filed.
ITEM 22. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
1. 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 Securities Exchange Act of 1934, as
amended (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 a bona fide offering thereof;
2. That, prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this
Registration Statement, by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c) of the Securities Act,
such reoffering prospectus will contain the information called for by
the applicable registration form with respect to reofferings by persons
who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form;
3. That every prospectus (i) that is filed pursuant to paragraph (2)
immediately preceding, or (ii) that purports to meet the requirements of
Section 10(a)(3) of the Securities Act and is used in connection with an
offering of securities subject to Rule 415, will be filed as a part of
an amendment to this Registration Statement and will not be used until
such amendment is effective, and that, for purposes 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;
4. To respond to requests for information that is incorporated by reference
into the prospectus pursuant to Item 4, 10(b), 11 or 13 of Form S-4,
within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt
means. This includes information contained in documents filed subsequent
to the effective date of this Registration Statement through the date of
responding to the request; and
5. To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved
therein, that was not the subject of and included in this Registration
Statement when it became effective.
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 provisions described under Item 20 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities
II-2
<PAGE> 5
(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.
[signature pages follow]
II-3
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant 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 May.
CISCO SYSTEMS, INC.
By: /s/ JOHN T. CHAMBERS
------------------------------------
John T. Chambers, President,
Chief Executive Officer and Director
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ------------
<S> <C> <C>
/s/ JOHN T. CHAMBERS President, Chief Executive Officer May 11, 2000
- ------------------------------------ and Director (Principal Executive
John T. Chambers Officer)
/s/ LARRY R. CARTER* Senior Vice President, Finance and May 11, 2000
- ------------------------------------ Administration, Chief Financial
Larry R. Carter Officer and Secretary (Principal
Financial and Accounting Officer)
/s/ JOHN P. MORGRIDGE* Chairman of the Board and Director May 11, 2000
- ------------------------------------
John P. Morgridge
/s/ DONALD T. VALENTINE* Vice Chairman and Director May 11, 2000
- ------------------------------------
Donald T. Valentine
/s/ JAMES F. GIBBONS* Director May 11, 2000
- ------------------------------------
James F. Gibbons
/s/ STEVEN M. WEST* Director May 11, 2000
- ------------------------------------
Steven M. West
/s/ EDWARD R. KOZEL* Director May 11, 2000
- ------------------------------------
Edward R. Kozel
/s/ CAROL A. BARTZ* Director May 11 2000
- ------------------------------------
Carol A. Bartz
/s/ JAMES C. MORGAN* Director May 11, 2000
- ------------------------------------
James C. Morgan
</TABLE>
II-4
<PAGE> 7
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ------------
<S> <C> <C>
/s/ MARY CIRILLO* Director May 11, 2000
- ------------------------------------
Mary Cirillo
/s/ ARUN SARIN* Director May 11, 2000
- ------------------------------------
Arun Sarin
*By: /s/ JOHN T. CHAMBERS
- ------------------------------------
John T. Chambers
Attorney-in-fact
</TABLE>
II-5
<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
- ------- -------------
<S> <C> <C>
2.1* -- Agreement and Plan of Merger and Reorganization dated as of
May 4 by and among the Registrant, Archer Acquisition
Corporation and ArrowPoint Communications, Inc. (attached as
Appendix A to the proxy statement/prospectus contained in
this registration statement).
2.2* -- Stock Option Agreement dated as of May 4 by and among the
Registrant and Communications, Inc. (attached as
Appendix B to the proxy statement/prospectus contained in
this registration statement).
3.1* -- Registrant's Restated Articles of Incorporation as currently
in effect, including the Certificate of Determination of
Series A Junior Participating Preferred Stock (incorporated
by reference to the Registrant's Annual Report on Form 10-K
for the fiscal year ended July 25, 1998).
3.2* -- Certificate of Amendment to Cisco Systems, Inc. Restated
Articles of Incorporation (incorporated by reference to
Exhibit 3.1.2 to the Registrant's Quarterly Report on Form
10-Q for the quarterly period ended October 30, 1999).
3.3* -- Cisco Systems, Inc.'s Amended and Restated Bylaws, as
currently in effect (incorporated by reference to Exhibit
3.2 to the Registrant's Quarterly Report on Form 10-Q for
the fiscal quarterly period ended October 30, 1999).
4.1* -- Form of Specimen Certificate for Registrant's Common Stock
(incorporated by reference to Exhibit 28.01 of Registrant's
Registration Statement on Form S-1 (File No. 33-32778)).
4.2* -- Rights Agreement dated as of June 10, 1998 by and among the
Registrant and BankBoston, N.A., as Rights Agent
(incorporated by reference to Registrant's Current Report on
Form 8-K filed on June 11, 1998).
5.1* -- Opinion of Brobeck, Phleger & Harrison LLP regarding the
legality of the securities being issued.
8.1 -- Opinion of Brobeck, Phleger & Harrison LLP regarding certain
tax matters.
8.2 -- Opinion of Hale & Dorr LLP regarding certain tax matters.
23.1* -- Consent of PricewaterhouseCoopers LLP with respect to
Registrant's financial statements.
23.2* -- Consent of Arthur Andersen LLP with respect to ArrowPoint
Communications, Inc.'s financial statements.
23.3 -- Consent of Brobeck, Phleger & Harrison LLP (included in
Exhibit 5.1 and Exhibit 8.1).
23.4 -- Consent of Hale & Dorr LLP (included in Exhibit 8.2).
23.5 -- Consent of Goldman, Sachs & Co.
24.1* -- Power of Attorney (see page II-4).
</TABLE>
- ------------------------
* Previously filed.
<PAGE> 1
EXHIBIT 8.1
TELEPHONE: (415) 442-0900 SPEAR STREET
TOWER
FACSIMILE: (415) 442-1010 ONE MARKET
SAN FRANCISCO
CALIFORNIA 94105
www.brobeck.com
May 8, 2000
Cisco Systems, Inc.
170 West Tasman Drive
San Jose, California 95134-1706
Ladies and Gentlemen:
This opinion is being delivered to you in connection with (i) the Agreement
and Plan of Merger and Reorganization (the "Agreement") dated as of May 4, 2000,
between Cisco Systems, Inc., a California corporation ("Parent"), Archer
Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of
Parent ("Merger Sub"), and Arrowpoint Communications, Inc., a Delaware
corporation ("Target"), and (ii) the preparation and filing with the Securities
and Exchange Commission of a Form S-4 Registration Statement relating to the
Merger (the "Registration Statement"). Pursuant to the Agreement, Merger Sub
will merge with and into Target (the "Merger"), and Target will become a wholly
owned subsidiary of Parent.
Except as otherwise provided, capitalized terms referred to herein have the
meanings set forth in the Agreement. All section references, unless otherwise
indicated, are to the Internal Revenue Code of 1986, as amended (the "Code").
We have acted as legal counsel to Parent in connection with the Merger. As
such, and for the purpose of rendering this opinion, we have examined and are
relying upon (without any independent investigation or review thereof) the truth
and accuracy, at all relevant times, of the statements, covenants,
representations and warranties contained in the following documents (including
all schedules and exhibits thereto):
1. The Agreement;
2. The Registration Statement; and
3. Such other instruments and documents related to Parent, Target,
Merger Sub and the Merger as we have deemed necessary or appropriate.
In connection with rendering this opinion, we have assumed or obtained
representations (and are relying thereon, without any independent investigation
or review thereof) that:
A. Original documents submitted to us (including signatures) are
authentic, documents submitted to us as copies conform to the original
documents, and there has been (or will be by the Effective Time) due
execution and delivery of all documents where due execution and delivery
are prerequisites to the effectiveness thereof; and
B. The Merger will be consummated in accordance with the Agreement
without any waiver or breach of any material provision thereof, and the
Merger will be effective under applicable state law.
<PAGE> 2
Cisco Systems, Inc. May 8, 2000
Page 2
Based on our examination of the foregoing items and subject to the
assumptions, exceptions, limitations and qualifications set forth herein, we are
of the opinion that the statements regarding United States federal income tax
consequences set forth in the Registration Statement under the heading "Federal
Income Tax Considerations," insofar as they constitute statements of law or
legal conclusions, are correct in all material respects. We express no opinion
as to any federal, state or local, foreign or other tax consequences, other than
as set forth in the Registration Statement under the heading "Federal Income Tax
Considerations."
In addition to the assumptions and representations described above, this
opinion is subject to the exceptions, limitations and qualifications set forth
below.
(1) This opinion represents and is based upon our best judgment
regarding the application of federal income tax laws arising under the
Code, existing judicial decisions, administrative regulations and published
rulings and procedures. Our opinion is not binding upon the Internal
Revenue Service or the courts, and there is no assurance that the Internal
Revenue Service will not successfully assert a contrary position.
Furthermore, no assurance can be given that future legislative, judicial or
administrative changes, on either a prospective or retroactive basis, will
not adversely affect the accuracy of the conclusions stated herein.
Nevertheless, we undertake no responsibility to advise you of any new
developments in the application or interpretation of the federal income tax
laws.
(2) No opinion is expressed as to any transaction other than the
Merger (whether or not undertaken in connection with the Merger) or as to
any transaction whatsoever, including the Merger, if all the transactions
described in the Agreement are not consummated in accordance with the terms
of such Agreement and without waiver or breach of any material provision
thereof or if all of the statements, representations, warranties and
assumptions upon which we relied are not true and accurate at all relevant
times. In the event any one of the statements, representations, warranties
or assumptions upon which we have relied to issue this opinion is
incorrect, our opinion might be adversely affected and may not be relied
upon.
This opinion is rendered to you solely in connection with the filing of the
Registration Statement. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. We also consent to the references to our
firm name wherever appearing in the Registration Statement with respect to the
discussion of the federal income tax consequences of the Merger, including any
amendments to the Registration Statement. This opinion may not be relied upon
for any other purpose, and may not be made available to any other person,
without our prior written consent.
Very truly yours,
BROBECK, PHLEGER & HARRISON LLP
<PAGE> 1
EXHIBIT 8.2
May 11, 2000
[HALE AND DORR LLP LETTERHEAD]
Arrowpoint Communications, Inc.
50 Nagog Park
Acton, MA 01720
Re: Merger pursuant to Agreement and Plan of Merger and Reorganization dated as
of May 4, 2000 among Cisco Systems, Inc., Archer Acquisition Corporation and
Arrowpoint Communications, Inc.
Ladies and Gentlemen:
This opinion is being delivered to you in connection with the filing of a
registration statement (the "Registration Statement") on Form S-4, which
includes the Joint Proxy Statement and Prospectus relating to the Agreement and
Plan of Merger and Reorganization dated as of May 4, 2000 (the "Merger
Agreement"), by and among Cisco Systems, Inc., a California corporation
("Parent"), Archer Acquisition Corp., a Delaware corporation and wholly owned
subsidiary of Parent ("Acquisition"), and Arrowpoint Communications, Inc., a
Delaware corporation ("Company"). Pursuant to the Merger Agreement, Acquisition
will merge with and into Company (the "Merger"). Except as otherwise provided,
capitalized terms not defined herein have the meanings set forth in the Merger
Agreement and the exhibits thereto or in the letters to be delivered pursuant to
the Merger Agreement to Hale and Dorr LLP by Parent and Company containing
certain representations of Parent and Company relevant to this opinion (the
"Representation Letters"). All section references, unless otherwise indicated,
are to the United States Internal Revenue Code of 1986, as amended (the "Code").
In our capacity as counsel to Company in the Merger, and for purposes of
rendering this opinion, we have examined and relied upon the Registration
Statement, the Merger Agreement and the exhibits thereto and such other
documents as we considered relevant to our analysis. In our examination of
documents, we have assumed the authenticity of original documents, the accuracy
of copies, the genuineness of signatures, and the legal capacity of signatories.
We have assumed that all parties to the Merger Agreement and to any other
documents examined by us have acted, and will act, in accordance with the terms
of such Merger Agreement and documents and that the Merger will be consummated
at the Effective Time pursuant to the terms and conditions set forth in the
Merger Agreement without the waiver or modification of any such terms and
conditions. Furthermore, we have assumed that all representations contained in
the Merger Agreement, as well as those representations to be contained in the
Representation Letters when delivered, are, at the Effective Time, and at any
relevant future date, will be, true and complete in all material respects, and
that any representation made or to be made in any of the documents referred to
herein "to the best of the knowledge and belief" (or similar qualification) of
any person or party is correct without such qualification. We have also assumed
that as to all matters for which a person or entity has represented that such
person or entity is not a party to, or does not have, or is not aware of, any
plan, intention, understanding, or agreement, there is no such plan, intention,
understanding or agreement. We have not attempted and will not attempt, to
verify independently such representations, including representations relating to
future conduct.
The conclusions expressed herein represent our judgment as to the proper
treatment of certain aspects of the Merger under the income tax laws of United
States based upon the Code, Treasury Regulations, case law, and rulings and
other pronouncements of the Internal Revenue Service (the
<PAGE> 2
Arrowpoint Communications, Inc. 5/5/2000 Draft
- --------------------------------------------------------------------------------
Page 2
"IRS") as in effect on the date of this opinion. No assurances can be given that
such laws will not be amended or otherwise changed prior to the Effective Time,
or at any other time, or that such changes will not affect the conclusions
expressed herein. Nevertheless, we undertake no responsibility to advise you of
any developments after the Effective Time in the application or interpretation
of the income tax laws of the United States.
Our opinion represents our best judgment of how a court would decide if
presented with the issues addressed herein and is not binding upon either the
IRS or any court. Thus, no assurances can be given that a position taken in
reliance on our opinion will not be challenged by the IRS or rejected by a
court.
This opinion addresses only the specific United States federal income tax
consequence of the Merger set forth below, and does not address any other
federal, state, local, or foreign income, estate, gift, transfer, sales, use, or
other tax consequences that may result from the Merger or any other transaction
(including any transaction undertaken in connection with the Merger).
On the basis of, and subject to, the foregoing, and in reliance upon the
representations and assumptions described above, we are of the opinion that the
discussion contained in the Registration Statement under the caption "Federal
Income Tax Consequences," subject to the limitations and qualifications
described therein, sets forth the material United States Federal income tax
considerations generally applicable to the Merger. Because this opinion is being
delivered prior to the Effective Time of the Merger, it must be considered
prospective and dependent on future events. There can be no assurance that
changes in the law will not take place which could affect the United States
Federal income tax consequences of the Merger or that contrary positions may not
be taken by the Internal Revenue Service.
In rendering this opinion, we have assumed that Brobeck Phleger & Harrison
LLP has delivered, and has not withdrawn, an opinion that is substantially
similar to this one. No opinion is expressed as to any federal income tax
consequence of the Merger except as specifically set forth herein, and this
opinion may not be relied upon except with respect to the consequence
specifically discussed herein.
This opinion is intended solely for the purpose of inclusion as an exhibit
to the Registration Statement. It may not be relied upon for any other purpose
or by any other person or entity, and may not be made available to any other
person or entity without our prior written consent. We hereby consent to the
filing of this opinion as an exhibit to the Registration Statement and further
consent to the use of our name in the Registration Statement in connection with
the references to this opinion and the tax consequences of the Merger. In giving
this consent, however, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder, nor do we thereby admit that we are experts with respect
to any part of such Registration Statement within the meaning of the term
"experts" as used in the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
HALE AND DORR LLP
<PAGE> 1
EXHIBIT 23.5
[GOLDMAN, SACHS & CO. LETTERHEAD]
PERSONAL AND CONFIDENTIAL
DRAFT
May 10, 2000
Board of Directors
ArrowPoint Communications, Inc.
50 Nagog Park
Acton, Massachusetts 01720
Re: Registration Statement of Cisco Systems, Inc.
Gentlemen:
Reference is made to our opinion letter dated May 4, 2000 with respect to
the fairness from a financial point of view to the holders of the outstanding
shares of Common Stock, par value $0.001 per share (the "Company Shares"), of
ArrowPoint Communications, Inc. (the "Company") of the exchange ratio of 2.1218
shares of Common Stock, par value $0.001 per share, of Cisco Systems, Inc. (the
"Buyer") to be received for each Company Share pursuant to the Agreement and
Plan of Merger and Reorganization, dated as of May 4, 2000, among Buyer, Archer
Acquisition Corporation, a wholly-owned subsidiary of Buyer, and the Company.
The foregoing opinion letter is provided for the information and assistance
of the Board of Directors of the Company in connection with its consideration of
the transaction contemplated therein and is not to be used, circulated, quoted
or otherwise referred to for any other purpose, nor is it to be filed with,
included in or referred to in whole or in part in any registration statement,
proxy statement or any other document, except in accordance with our prior
written consent. We understand that the Company has determined to include our
opinion in the above-referenced Registration Statement.
In that regard, we hereby consent to the reference to the opinion of our
Firm under the captions "Opinion of ArrowPoint's Financial Advisors" and
"Appendix D -- Opinion of Goldman, Sachs & Co." and to the inclusion of the
foregoing opinion in the Proxy Statement/Prospectus included in the
above-mentioned Registration Statement, as amended. In giving such consent, we
do not thereby admit that we come within the category of persons whose consent
is required under Section 7 of the Securities Act of 1933 or the rules and
regulations of the Securities and Exchange Commission thereunder.
Notwithstanding the foregoing, it is understood that our consent is being
delivered solely in connection with the filing of the above-mentioned version of
the Registration Statement and that our opinion is not to be used, circulated,
quoted or otherwise referred to for any other purpose, nor is it to be filed
with, included in or referred to in whole or in part in any registration
statement (including any subsequent amendments to the above-mentioned
Registration Statement), proxy statement or any other document, except in
accordance with our prior written consent.
Very truly yours,
(GOLDMAN, SACHS & CO.)
