<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 3, 2000
REGISTRATION NO.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
CISCO SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
CALIFORNIA 3679 77-0059951
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
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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:
THERESE A. MROZEK, ESQ.
J. MATTHEW LYONS, P.C.
BROBECK, PHLEGER & HARRISON LLP
TWO EMBARCADERO PLACE
2200 GENG ROAD
PALO ALTO, CALIFORNIA 94303
TELEPHONE: (650) 424-0160
FACSIMILE: (650) 496-2865
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: At the
Effective Time of the Merger of a wholly-owned subsidiary of the Registrant with
and into Aironet Wireless 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. [X]
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. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED
MAXIMUM
AMOUNT PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE OFFERING PRICE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(2) PER SHARE(3) (3) FEE
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Common Stock, $0.001 par value(4). 400,000 $76.87 $30,748,000 $8,117.47
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</TABLE>
(1) All share and per share amounts expressed in this table have been
adjusted to give effect to the 2-for-1 split of the Common Stock of the
Registrant, paid on March 22, 2000.
(2) Represents the number of additional shares of Registrant's common stock
expected to be issued to holders of shares of common stock of Aironet
Wireless Communications, Inc. as described in Registration Statement No.
333-96327, which was previously filed on Form S-4 on February 7, 2000. In
connection with the filing of that Registration Statement, 18,924,178
shares of the common stock of Registrant were registered with the
Securities and Exchange Commission and a fee of $299,451.65 was paid.
(3) Estimated solely for the purpose of computing the amount of the
registration fee in accordance with Rule 457(c) under the Securities Act
of 1933, as amended, based on the average of the high and low prices for
the Common Stock as reported on the Nasdaq National Market on March 29,
2000.
(4) Includes corresponding right to purchase shares of Cisco Systems, Inc.
Series A Junior Participating Preferred Stock, no par value, pursuant to
a Rights Agreement dated as of June 10, 1998 between Cisco Systems, Inc.
and BankBoston, N.A.
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<PAGE> 2
EXPLANATORY NOTE
This Registration Statement being filed by Cisco Systems, Inc. pursuant to
General Instruction K to Form S-4 Registration Statement and Rule 462(b) issued
under the Securities Act of 1933 to register an additional 400,000 shares of the
common stock of Cisco for issuance pursuant to the acquisition of Aironet
Wireless Communications, Inc.
Cisco previously registered a total of 18,924,178 shares of its common
stock for issuance pursuant to the acquisition of Aironet by means of the
currently effective Registration Statement on Form S-4 (Registration No.
333-96327). The total number of shares of Cisco common stock to be issued
pursuant to the acquisition is now expected not to exceed 19,324,178 shares.
The contents of the prior Registration Statement are hereby incorporated by
reference into this Registration Statement.
All share information provided in this Registration Statement gives effect
to the 2-for-1 stock split of Cisco common stock paid as of March 22, 2000, and
all references in the prior Registration Statement to Cisco share and per share
information shall be deemed to give effect to this 2-for-1 stock split.
<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The following exhibits are filed herewith or incorporated by
reference herein:
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EXHIBIT
NUMBER EXHIBIT TITLE
- ------ -------------
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5.1 -- Opinion of Brobeck, Phleger & Harrison LLP regarding the legality
of the securities being issued.
23.1 -- Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit
5.1).
23.2 -- Consent of PricewaterhouseCoopers LLP with respect to Cisco
Systems, Inc.'s financial statements.
23.3 -- Consent of PricewaterhouseCoopers LLP with respect to Aironet
Wireless Communications, Inc.'s financial statements.
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<PAGE> 4
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 3rd day of April, 2000.
CISCO SYSTEMS, INC.
By: /s/ LARRY R. CARTER
----------------------------------------
Larry R. Carter, Senior Vice President,
Finance and Administration,
Chief Financial Officer and
Secretary
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.
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NAME TITLE DATE
- -------------------------------- ---------------------------------- -------------
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* President, Chief Executive Officer
- -------------------------------- and Director April 3, 2000
John T. Chambers (Principal Executive Officer)
Senior Vice President, Finance
and Administration, Chief
/s/ LARRY R. CARTER Financial Officer and Secretary April 3, 2000
- -------------------------------- (Principal Financial and
Larry R. Carter Accounting Officer)
* Director April 3, 2000
- --------------------------------
John P. Morgridge
* Director April 3, 2000
- --------------------------------
Donald T. Valentine
* Director April 3, 2000
- --------------------------------
James F. Gibbons
* Director April 3, 2000
- --------------------------------
Steven M. West
* Director April 3, 2000
- --------------------------------
Edward R. Kozel
* Director April 3, 2000
- --------------------------------
Carol A. Bartz
* Director April 3, 2000
- --------------------------------
James C. Morgan
* Director April 3, 2000
- --------------------------------
Mary Cirillo
* Director April 3, 2000
- --------------------------------
Arun Sarin
*By: /s/ LARRY R. CARTER
--------------------------
Larry R. Carter
Attorney-in-Fact
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<PAGE> 5
INDEX TO EXHIBITS
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EXHIBIT
NUMBER EXHIBIT TITLE
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5.1 -- Opinion of Brobeck, Phleger & Harrison LLP regarding the legality
of the securities being issued.
23.1 -- Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit
5.1).
23.2 -- Consent of PricewaterhouseCoopers LLP with respect to Cisco
Systems, Inc.'s financial statements.
23.3 -- Consent of PricewaterhouseCoopers LLP with respect to Aironet
Wireless Communications, Inc.'s financial statements.
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<PAGE> 1
EXHIBIT 5.1
BROBECK, PHLEGER & HARRISON LLP
April 3, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Cisco Systems, Inc. Registration Statement on Form S-4 for Issuance of
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 proposed public offering of the Company's
Common Stock (the "Shares"), as described in the Company's Registration
Statement on Form S-4 ("Registration Statement") filed on the date hereof 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 21
of Form S-4 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 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 issuance and sale of the Shares. Based on such
review and assuming the Registration Statement becomes and remains effective,
and all applicable state and federal laws are complied with, we are of the
opinion that the Shares when issued will be validly issued, fully paid and
nonassessable shares of the Common Stock of the Company.
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,
/s/ BROBECK, PHLEGER & HARRISON LLP
-----------------------------------
BROBECK, PHLEGER & HARRISON LLP
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-4 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.
/s/ PRICEWATERHOUSECOOPERS LLP
- ------------------------------
PRICEWATERHOUSECOOPERS LLP
San Jose, California
April 3, 2000
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form S-4 of Cisco
Systems, Inc. of our report dated May 25, 1999 relating to the consolidated
financial statements of Aironet Wireless Communications, Inc. and Subsidiaries,
which appear in such Registration Statement. We also consent to the references
to us under the headings "Experts" and "Selected Financial Data" in such
Registration Statement.
/s/ PricewaterhouseCoopers LLP
------------------------------
PricewaterhouseCoopers LLP
Cleveland, Ohio
April 3, 2000
