<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 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>
<S> <C> <C> <C> <C>
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
TITLE OF EACH AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
CLASS OF SECURITIES TO BE AGGREGATE OFFERING AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PRICE PER SHARE(1) OFFERING PRICE(1) FEE
---------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par
value per share.......... 2,896,708 $51.66 $149,643,935.28 $39,506.00
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The price of $51.65, the average of the high and low prices of Cisco's
common stock on The Nasdaq National Market on November 29, 2000, is set
forth solely for the purpose of computing the registration fee pursuant to
Rule 457(c).
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE> 2
THE INFORMATION CONTAINED IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY
BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS
IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO
BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED DECEMBER 1, 2000
PRELIMINARY PROSPECTUS
2,896,708 Shares
CISCO SYSTEMS, INC.
Common Stock
The 2,896,708 shares of our common stock offered by this prospectus were
originally issued by us in connection with our acquisition of IPCell
Technologies, Inc. All the shares of our common stock offered by this prospectus
may be resold from time to time by us on behalf of certain of our shareholders.
The shares were originally issued in a private offering made in reliance on
Regulation D and/or Section 4(2) of the Securities Act of 1933.
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 November 29, 2000, the last sale price of our common stock as
reported on The Nasdaq National Market was $51.69.
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 December __, 2000.
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Where You Can Find More Information...............1
Incorporation of Certain Documents by Reference...1
The Company.......................................2
Plan of Distribution..............................2
Selling Shareholders..............................5
Use of Proceeds...................................6
Legal Matters.....................................6
Experts...........................................6
</TABLE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any reports, statements, or other information that we file at the Securities and
Exchange Commission's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the Securities and Exchange Commission at
1-800-SEC-0330 for further information on the operation of the Public Reference
Room. Our Securities and Exchange Commission filings are also available to the
public from our web site at http://www.cisco.com or at the Securities and
Exchange Commission's web site at http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with them, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this
prospectus except for any information superseded by information contained
directly in this prospectus or in later filed documents incorporated by
reference in this prospectus. We incorporate by reference the documents listed
below and any future filings made with the Securities and Exchange Commission
under Section 13a, 13(c), 14, or 15(d) of the Securities Exchange Act of 1934
after the date of this prospectus and prior to the time all of the securities
offered by this prospectus are sold.
(a) Cisco's Annual Report on Form 10-K for the fiscal year ended July
29, 2000, filed September 29, 2000;
(b) The Registrant's Current Reports on Form 8-K filed on December
15, 1999 (as amended on Form 8-K/A filed on February 3, 2000 and on Form
8-K/A-1 filed on August 4, 2000), August 15, 2000, September 7, 2000,
September 15, 2000, September 26, 2000, September 28, 2000, September 29,
2000, November 6, 2000, November 7, 2000, November 13, 2000 and November
15, 2000;
(c) The description of Cisco Common Stock contained in its
registration statement on Form 8-A filed January 11, 1990, including any
amendments or reports filed for the purpose of updating such descriptions;
and
(d) The description of Cisco's Preferred Stock Purchase Rights,
contained in its registration statement on Form 8-A filed on June 11, 1998,
including any amendments or reports filed for the purpose of updating such
description.
1
<PAGE> 4
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Investor Relations
Cisco Systems, Inc.
170 West Tasman Drive
San Jose, CA 95134-1706
408-526-4000
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone to provide you with different information. We are not making an offer of
these securities in any state where the offer is not permitted. You should not
assume that the information in this prospectus or any prospectus supplement is
accurate as of any date other than the date on the front of this Prospectus.
THE COMPANY
Our principal executive offices are located at 170 West Tasman Drive,
San Jose, California 95134-1706. Our telephone number is (408) 526-4000.
PLAN OF DISTRIBUTION
We are registering all 2,896,708 shares on behalf of the selling
shareholders. 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 may sell the shares
from time to time. The selling shareholders may also decide not to sell all the
shares they are allowed to sell under this prospectus. The selling shareholders
will act independently of us in making decisions with respect to the timing,
manner and size of each sale. The sales may be made on one or more exchanges or
in the over-the-counter market or otherwise, at prices and at terms then
prevailing or at prices related to the then current market price, or in
negotiated transactions. The selling shareholders may effect such transactions
by selling the shares to or through broker-dealers. Our common stock may be sold
by one or more of, or a combination of, the following:
- a block trade in which the broker-dealer so engaged will attempt to sell
our common stock as agent but may position and resell a portion of the
block as principal to facilitate the transaction,
- purchases by a broker-dealer as principal and resale by such
broker-dealer for its account pursuant to this prospectus,
- an exchange distribution in accordance with the rules of such exchange,
2
<PAGE> 5
- ordinary brokerage transactions and transactions in which the broker
solicits purchasers, and
- in privately negotiated transactions.
To the extent required, this prospectus may be amended or supplemented from
time to time to describe a specific plan of distribution. In effecting sales,
broker-dealers engaged by the selling shareholders may arrange for other
broker-dealers to participate in the resales.
The selling shareholders may enter into hedging transactions with
broker-dealers in connection with distributions of our common stock or
otherwise. In such transactions, broker-dealers may engage in short sales of the
shares in the course of hedging the positions they assume with selling
shareholders. The selling shareholders also may sell shares short and redeliver
our common stock to close out such short positions. The selling shareholders may
enter into option or other transactions with broker-dealers which require the
delivery to the broker-dealer of our common stock. The broker-dealer may then
resell or otherwise transfer such shares pursuant to this prospectus. The
selling shareholders also may loan or pledge the shares to a broker-dealer. The
broker-dealer may sell our common stock so loaned, or upon a default the
broker-dealer may sell the pledged shares pursuant to this prospectus.
Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from selling shareholders. Broker-dealers
or agents may also receive compensation from the purchasers of our common stock
for whom they act as agents or to whom they sell as principals, or both.
Compensation as to a particular broker-dealer might be in excess of customary
commissions and will be in amounts to be negotiated in connection with our
common stock. Broker-dealers or agents and any other participating
broker-dealers or the selling shareholders may be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act of 1933 in connection
with sales of the shares. Accordingly, any such commission, discount or
concession received by them and any profit on the resale of our common stock
purchased by them may be deemed to be underwriting discounts or commissions
under the Securities Act of 1933. Because selling shareholders may be deemed to
be "underwriters" within the meaning of Section 2(11) of the Securities Act of
1933, the selling shareholders will be subject to the prospectus delivery
requirements of the Securities Act of 1933. In addition, any securities covered
by this prospectus which qualify for sale pursuant to Rule 144 promulgated under
the Securities Act of 1933 may be sold under Rule 144 rather than pursuant to
this prospectus. The selling shareholders have advised us that they have not
entered into any agreements, understandings or arrangements with any
underwriters or broker-dealers regarding the sale of their securities. There is
no underwriter or coordinating broker acting in connection with the proposed
sale of shares by selling shareholders.
Our common stock will be sold only through registered or licensed brokers
or dealers if required under applicable state securities laws. In addition, in
certain states our common stock may not be sold unless they have been registered
or qualified for sale in the applicable state or an exemption from the
registration or qualification requirement is available and is complied with.
Under applicable rules and regulations under the Exchange Act of 1934, any
person engaged in the distribution of our common stock may not simultaneously
engage in market making activities with respect to our common stock for a period
of two business days prior to the commencement of such distribution. In
addition, each selling shareholder will be subject to applicable provisions of
the Exchange Act of 1934 and the associated rules and regulations under the
Exchange Act of 1934, including Regulation M, which provisions may limit the
timing of purchases and sales of shares of our common stock by the selling
shareholders. We will make copies of this prospectus available to the selling
shareholders and have informed them of the need for delivery of copies of this
prospectus to purchasers at or prior to the time of any sale of our common
stock.
We will file a supplement to this prospectus, if required, pursuant to Rule
424(b) under the Securities Act of 1933 upon being notified by a selling
shareholder that any material arrangement has been entered into with a
broker-dealer for the sale of shares through a block trade, special offering,
3
<PAGE> 6
exchange distribution or secondary distribution or a purchase by a broker or
dealer. Such supplement will disclose:
- the name of each such selling shareholder and of the participating
broker-dealer(s),
- the number of shares involved,
- the price at which such shares were sold,
- the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable,
- that such broker-dealer(s) did not conduct any investigation to verify
the information set out or incorporated by reference in this prospectus,
and
- other facts material to the transaction.
We will bear all costs, expenses and fees in connection with the
registration of our common stock. The selling shareholders will bear all
commissions and discounts, if any, attributable to the sales of the shares. The
selling shareholders may agree to indemnify any broker-dealer or agent that
participates in transactions involving sales of the shares against certain
liabilities, including liabilities arising under the Securities Act.
4
<PAGE> 7
SELLING SHAREHOLDERS
The following table sets forth the number of shares owned by each of the
selling shareholders. None of the selling shareholders has had a material
relationship with us within the past three years other than as a result of the
ownership of our common stock or other securities of ours or as a result of
their employment with us as of the date of the closing of the acquisition of
IPCell Technologies, Inc. No estimate can be given as to the amount of our
common stock that will be held by the selling shareholders after completion of
this offering because the selling shareholders may offer all or some of our
common stock and because there currently are no agreements, arrangements or
understandings with respect to the sale of any of our common stock. The shares
offered by this prospectus may be offered from time to time by the selling
shareholders named below.
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF
SHARES PERCENT OF SHARES
BENEFICIALLY OUTSTANDING REGISTERED FOR
NAME OF SELLING SHAREHOLDER OWNED(1) SHARES SALE HEREBY(1)
--------------------------- ------------ ----------- --------------
<S> <C> <C> <C>
Thomas S. Phillips 2,862 * 2,862
Kent Brandhorst 7,156 * 7,156
Yifu Yang 1,431 * 1,431
Amy Mitchell 93,030 * 93,030
Prasad Praturi 398,857 * 398,857
Kurapati 1999 Trust; Prasad Praturi, as Trustee 28,624 * 28,624
Krishna Kurapati 404,639 * 404,639
Kasturi Narayanan 49,406 * 49,406
Tasvir Shah 23,186 * 23,186
Sankara Manepali 29,426 * 29,426
Krishna Prakash Bhat 29,426 * 29,426
David Espeniaub 86,446 * 86,446
Stephen Deschaine 23,186 * 23,186
Allen Adams 491,888 * 491,888
Kula Ramprasad Rai 299,701 * 299,701
Manish K. Agrawal 1,431 * 1,431
David McDaniel 5,295 * 5,295
Durga Prasad V. Velagapudi 1,431 * 1,431
Mark Scafidi 20,896 * 20,896
Pravin Khandelwal 29,426 * 29,426
Jayant K. Mohanty 18,606 * 18,606
Haynes and Boone 1999 L.P. 29,578 * 29,578
Michael W. Barker 280,522 * 280,522
Blake R. Barker 1999 Trust; Marcia Barker, as Trustee 28,624 * 28,624
Scott W. Gibbs 1999 Trust; Mike Barker, as Trustee 8,587 * 8,587
Reid M. Barker 1999 Trust; Mike Barker, as Trustee 28,624 * 28,624
Nandita Rajagopalan 1,073 * 1,073
Lung-Wen Wei 17,747 * 17,747
Rai 1999 Trust; Prasad Praturi, as Trustee 28,624 * 28,624
Praturi 1999 Trust; Krishna Kurapati, as Trustee 35,780 * 35,780
StarTech Seed Fund I, L.P. 114,499 * 114,499
StarTech Seed Fund I, L.P. 62,974 * 62,974
StarTech Business Development, LLC 95,415 * 95,415
Crescendo III, L.P. 112,648 * 112,648
Crescendo III, GbR 2,317 * 2,317
Crescendo III, Executive Fund L.P. 3,347 * 3,347
--------- ---------
Totals 2,896,708 2,896,708
</TABLE>
-------------------------
* Represents beneficial ownership of less than one percent.
(1) This registration statement also shall cover any additional shares of common
stock which become issuable in connection with the shares registered for
sale hereby by reason of any stock dividend, stock split, recapitalization
or other similar transaction effected without the receipt of consideration
which results in an increase in the number of our outstanding shares of
common stock.
5
<PAGE> 8
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares of common
stock by the selling shareholders.
LEGAL MATTERS
The validity of our common stock offered hereby will be passed upon for
us by Brobeck, Phleger & Harrison LLP, Palo Alto, California.
EXPERTS
Our consolidated financial statements incorporated in this prospectus by
reference to the Annual Report on Form 10-K for the year ended July 29, 2000,
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.
PricewaterhouseCoopers LLP ("PWC"), our independent accountants, has
notified us that PWC is engaged in discussions with the Securities and Exchange
Commission following an internal review by PWC, pursuant to an administrative
settlement with the Securities and Exchange Commission, of PWC's compliance with
auditor guidelines. PWC has advised us that we are one of the companies affected
by such discussions. We are not involved in the discussions between the
Securities and Exchange Commission and PWC and cannot predict the result of
those discussions.
6
<PAGE> 9
================================================================================
We have not authorized any person to make a statement that differs from what is
in this prospectus. If any person does make a statement that differs from what
is in this prospectus, you should not rely on it. This prospectus is not an
offer to sell, nor is it seeking an offer to buy, these securities in any state
in which the offer or sale is not permitted. The information in this prospectus
is complete and accurate as of its date, but the information may change after
that date.
================================================================================
CISCO SYSTEMS, INC.
2,896,708 SHARES
OF COMMON STOCK
------------
PROSPECTUS
------------
DECEMBER __, 2000
================================================================================
<PAGE> 10
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by us in connection with the
sale of common stock being registered. All amounts are estimates except the
Securities and Exchange Commission registration fee.
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee......... $39,506.00
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..................................................... $80,506.00
==========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 317 of the California Corporations Code authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit indemnification, including
reimbursement of expenses incurred, under certain circumstances for liabilities
arising under the Securities Act of 1933. Our Restated Articles of
Incorporation, as amended, and Amended Bylaws provide for indemnification of our
directors, officers, employees and other agents to the maximum extent permitted
by the California Corporations Code. In addition, we have entered into
indemnification agreements with each of its directors and officers.
ITEM 16. EXHIBITS
<TABLE>
<S> <C>
2.1 Agreement of Merger dated as of October 30, 2000 by and between
Cisco Systems, Inc. and IPCell Technologies, Inc.
4.1 Amended and Restated Articles of Incorporation of Cisco Systems,
Inc., as currently in effect (incorporated by reference to our
Annual Report on Form 10-K filed on September 25, 1998 and our
Quarterly Report on Form 10-Q filed on June 13, 2000)
4.2 Amended and Restated Bylaws of Cisco Systems, Inc., as currently in
effect (incorporated by reference to our Quarterly Report on Form
10-Q filed on December 14, 1999)
4.3 Rights Agreement between Cisco Systems, Inc. and Bank Boston, N.A.,
dated as of June 10, 1998 (incorporated by reference to our Current
Report on Form 8-K filed on June 11, 1998)
5.1 Opinion of Brobeck, Phleger & Harrison LLP
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants
23.2 Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included on Page II-3 of this
registration statement)
</TABLE>
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement: (i) to
include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933; (ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement, or the most recent
post-effective amendment thereof, which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Securities and
Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and (iii)
to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
II-1
<PAGE> 11
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions or otherwise, we have been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and therefore is unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, we will, unless in the opinion
of our counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act of 1933 and will
be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934, that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
II-2
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of San Jose, State of California, on this 1st day of
December, 2000.
CISCO SYSTEMS, INC.
By /s/ JOHN T. CHAMBERS
------------------------------------
John T. Chambers
President, Chief Executive
Officer and Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Larry R. Carter as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this registration
statement, and to file same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons on
behalf of Cisco and in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
/s/ JOHN T. CHAMBERS President, Chief Executive Officer and December 1, 2000
------------------------------------------ Director (Principal Executive Officer)
John T. Chambers
/s/ LARRY R. CARTER Senior Vice President, Finance and December 1, 2000
------------------------------------------ Administration, Chief Financial Officer,
Larry R. Carter Secretary and Director (Principal
Financial and Accounting Officer)
/s/ JOHN P. MORGRIDGE Chairman of the Board and Director December 1, 2000
------------------------------------------
John P. Morgridge
/s/ DONALD T. VALENTINE Vice Chairman and Director December 1, 2000
------------------------------------------
Donald T. Valentine
/s/ JAMES F. GIBBONS Director December 1, 2000
------------------------------------------
James F. Gibbons
/s/ STEVEN M. WEST Director December 1, 2000
------------------------------------------
Steven M. West
/s/ EDWARD R. KOZEL Director December 1, 2000
------------------------------------------
Edward R. Kozel
</TABLE>
II-3
<PAGE> 13
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
/s/ CAROL A. BARTZ Director December 1, 2000
------------------------------------------
Carol A. Bartz
/s/ JAMES C. MORGAN Director December 1, 2000
------------------------------------------
James C. Morgan
/s/ MARY CIRILLO Director December 1, 2000
------------------------------------------
Mary Cirillo
/s/ ARUN SARIN Director December 1, 2000
------------------------------------------
Arun Sarin
/s/ JERRY YANG Director December 1, 2000
------------------------------------------
Jerry Yang
</TABLE>
II-4
<PAGE> 14
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
<S> <C>
2.1 Agreement of Merger dated as of October 30, 2000 by and between
Cisco Systems, Inc. and IPCell Technologies, Inc.
4.1 Amended and Restated Articles of Incorporation of Cisco Systems,
Inc., as currently in effect (incorporated by reference to our
Annual Report on Form 10-K filed on September 25, 1998 and our
Quarterly Report on Form 10-Q filed on June 13, 2000)
4.2 Amended and Restated Bylaws of Cisco Systems, Inc., as currently in
effect (incorporated by reference to our Quarterly Report on Form
10-Q filed on December 14, 1999)
4.3 Rights Agreement between Cisco Systems, Inc. and Bank Boston, N.A.,
dated as of June 10, 1998, as amended (incorporated by reference to
our Current Report on Form 8-K filed on June 11, 1998 and our Annual
Report on Form 10-K for the fiscal year ended July 29, 2000, filed
September 29, 2000)
5.1 Opinion of Brobeck, Phleger & Harrison LLP
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants
23.2 Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included on Page II-3 of this
registration statement)
</TABLE>
