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As filed with the Securities and Exchange Commission on August 4, 2000
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
CISCO SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 77-0059951
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
170 WEST TASMAN DRIVE, SAN JOSE, CALIFORNIA 95134-1706
(Address of principal executive offices) (Zip Code)
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ARROWPOINT COMMUNICATIONS, INC. 1997 STOCK INCENTIVE PLAN
ARROWPOINT COMMUNICATIONS, INC. 2000 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
ARROWPOINT COMMUNICATIONS, INC. 2000 EMPLOYEE STOCK PURCHASE PLAN
INFOGEAR TECHNOLOGY CORPORATION 1998 STOCK OPTION PLAN
-------------------------
(Full title of the Plans)
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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)
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) per Share(2) Price(2) Fee
---------- ----------------- ------------ -------------- ------------
<S> <C> <C> <C> <C>
ArrowPoint Communications, Inc.
1997 Stock Incentive Plan 15,316,314 shares $ 3.71 $56,823,524.94 $15,001.41
Common Stock, par value $0.01
ArrowPoint Communications, Inc. 2000
Non-Employee Director Stock Option Plan 63,654 shares $16.03 $ 1,020,373.62 $ 269.38
Common Stock, par value $0.01
ArrowPoint Communications, Inc.
2000 Employee Stock Purchase Plan 30,000 shares $ 42.52 $1,275,600.00 $ 336.76
Common Stock, par value $0.01
InfoGear Technology Corporation
1998 Stock Option Plan 7,340 shares $ 5.19 $ 38,094.60 $ 10.06
Common Stock, par value $0.01 ================= ============
TOTAL 15,417,308 SHARES AGGREGATE FILING FEE $15,617.61
</TABLE>
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(1) This Registration Statement shall also cover any additional shares of
Registrant's Common Stock which become issuable under the ArrowPoint
Communications, Inc. 1997 Stock Incentive Plan, the ArrowPoint
Communications, Inc. 2000 Non-Employee Director Stock Option Plan, the
ArrowPoint Communications, Inc. 2000 Employee Stock Purchase Plan and/or the
InfoGear Technology Corporation 1998 Stock Option Plan, by reason of any
stock
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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 Registrant's outstanding shares of 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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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 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 Form 8-K/A filed with the
Commission on February 3, 2000 and on Form 8-K/A-1 filed with the
Commission on August 4, 2000), 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;
(c) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended October 30, 1999, January 29, 2000 and April 29,
2000, filed with the Commission on December 14, 1999, (as amended
on Form 10-Q/A filed with the Commission on February 3, 2000),
March 14, 2000 and June 13, 2000, respectively;
(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 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 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.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
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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
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
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<S> <C>
4 Instruments Defining the Rights of Stockholders. Reference is
made to Registrant's Registration Statements No. 000-18225 on
Form 8-A, together with the amendments and exhibits thereto,
which are incorporated herein by reference pursuant to Items
3(d) and 3(e).
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 ArrowPoint Communications, Inc. 1997 Stock Incentive Plan.
99.2 Form of Incentive Stock Option Agreement.
99.3 Form of Nonstatutory Stock Option Agreement.
99.4 ArrowPoint Communications, Inc. 2000 Non-Employee Director Stock
Option Plan.
99.5 Form of Nonstatutory Stock Option Agreement.
99.6 ArrowPoint Communications, Inc. 2000 Employee Stock Purchase
Plan.
99.7 Form of Stock Option Assumption Agreement-1997 Incentive Plan.
99.8 Form of Stock Option Assumption Agreement-2000 Non-Employee
Director Stock Option Plan.
99.9* InfoGear Technology Corporation 1998 Stock Option Plan.
99.10* Form of Stock Option Agreement.
</TABLE>
* Exhibits 99.9 and 99.10 are incorporated herein by reference to
Exhibits 99.1 and 99.2, respectively of Registrant's Registration Statement No.
333-39902 on Form S-8 filed with the Commission on June 22, 2000.
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
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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 ArrowPoint
Communications, Inc. 1997 Stock Incentive Plan, the ArrowPoint Communications,
Inc. 2000 Non-Employee Director Stock Option Plan, the ArrowPoint
Communications, Inc. 2000 Employee Stock Purchase Plan and/or the InfoGear
Technology Corporation 1998 Stock Option Plan.
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 4th 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 each person whose signature
appears below constitutes and appoints John T. Chambers and Larry R. Carter, and
each of them, as such person's true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for such person and in such
person's 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
attorneys-in-fact and agents, and each of them, 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 such person might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his or her
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 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 August 4, 2000
---------------------------- Officer and Director
John T. Chambers (Principal Executive Officer)
/s/ LARRY R. CARTER Senior Vice President, Finance August 4, 2000
---------------------------- and Administration, Chief Financial
Larry R. Carter Officer, Secretary and Director
(Principal Financial and Accounting
Officer)
/s/ JOHN P. MORGRIDGE Chairman of the Board and August 4, 2000
--------------------------- Director
John P. Morgridge
/s/ DONALD T. VALENTINE Vice Chairman of the Board and August 4, 2000
--------------------------- Director
Donald T. Valentine
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ JAMES F. GIBBONS Director August 4, 2000
----------------------------
James F. Gibbons
/s/ STEVEN M. WEST Director August 4, 2000
----------------------------
Steven M. West
/s/ EDWARD R. KOZEL Director August 4, 2000
----------------------------
Edward R. Kozel
/s/ CAROL A. BARTZ Director August 4, 2000
----------------------------
Carol A. Bartz
/s/ JAMES C. MORGAN Director August 4, 2000
----------------------------
James C. Morgan
/s/ MARY CIRILLO Director August 4, 2000
----------------------------
Mary Cirillo
/s/ ARUN SARIN Director August 4, 2000
----------------------------
Arun Sarin
Director
----------------------------
Jerry Yang
</TABLE>
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<PAGE> 8
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
CISCO SYSTEMS, INC.
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
--------- -------
<S> <C>
4 Instruments Defining the Rights of Stockholders. Reference is
made to Registrant's Registration Statements No. 000-18225 on
Form 8-A, together with the amendments and exhibits thereto,
which are incorporated herein by reference pursuant to Items
3(d) and 3(e).
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 ArrowPoint Communications, Inc. 1997 Stock Incentive Plan.
99.2 Form of Incentive Stock Option Agreement.
99.3 Form of Nonstatutory Stock Option Agreement.
99.4 ArrowPoint Communications, Inc. 2000 Non-Employee Director Stock
Option Plan.
99.5 Form of Nonstatutory Stock Option Agreement.
99.6 ArrowPoint Communications, Inc. 2000 Employee Stock Purchase
Plan.
99.7 Form of Stock Option Assumption Agreement-1997 Incentive Plan.
99.8 Form of Stock Option Assumption Agreement-2000 Non-Employee
Director Stock Option Plan.
99.9* InfoGear Technology Corporation 1998 Stock Option Plan.
99.10* Form of Stock Option Agreement.
</TABLE>
* Exhibits 99.9 and 99.10 are incorporated herein by reference to
Exhibits 99.1 and 99.2, respectively of Registrant's Registration Statement No.
333-39902 on Form S-8 filed with the Commission on June 22, 2000.
