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Filed Pursuant to Rule 424(b)(3)
File Number 333-45898
PROSPECTUS
5,902,284 Shares
CISCO SYSTEMS, INC.
Common Stock
The 5,902,284 shares of our common stock offered by this prospectus were
originally issued by us in connection with our acquisition of NuSpeed, Inc. Ltd.
All the shares of our common stock offered by this prospectus may be resold from
time to time by or on behalf of certain of our shareholders. The shares were
originally issued in private offerings 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 September 29, 2000, the last sale price of our common stock as
reported on the Nasdaq National Market was $55.25.
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.
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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.
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The date of this prospectus is October 5, 2000.
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TABLE OF CONTENTS
<TABLE>
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PAGE
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<S> <C>
Where You Can Find More Information...............1
Incorporation of Certain Documents by Reference...2
The Company.......................................2
Plan of Distribution..............................2
Selling Shareholders..............................5
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 and 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, including certain information in
Cisco's Definitive Proxy Statement in connection with Cisco's 2000 Annual
Meeting of Shareholders and certain information in Cisco's Annual Report to
Shareholders for the fiscal year ended July 29, 2000;
(b) The Registrant's Current Reports on Form 8-K filed with the
Commission on August 15, 2000, September 7, 2000, September 15, 2000,
September 26, 2000, September 28, 2000 and September 29, 2000;
(c) The description of Cisco Common Stock contained in its
registration statement on Form 8-A filed January 8, 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.
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You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Larry R. Carter
Senior Vice President, Chief Financial Officer and Secretary
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 5,902,284 shares on behalf of certain selling
shareholders and optionholders. We acquired all of the outstanding shares of
NuSpeed, Inc., through a merger of NuSpeed, Inc. with and into Cisco. We will
receive no proceeds from this offering. The selling shareholders and
optionholders 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 and optionholders 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,
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- 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 has 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,
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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.
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SELLING SHAREHOLDERS
The following table sets forth the number of shares and/or options 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. 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 SHARES
NUMBER OF SHARES PERCENT OF OUTSTANDING REGISTERED FOR SALE
NAME OF SELLING SHAREHOLDER BENEFICIALLY OWNED(1) SHARES HEREBY(1)
--------------------------- --------------------- ---------------------- -------------------
<S> <C> <C> <C>
Mark U. Cree 1,234,953 * 1,234,953
W. Clinton Jurgens 1,234,953 * 1,234,953
William D. Miller 30,873 * 30,873
Mark L. Schrandt 134,900 * 134,900
James L. Schneibel 14,150 * 14,150
Robert J. Armstrong 6,174 * 6,174
Thomas von Kuster 1,852 * 1,852
Silicon Valley Bank 15,436 * 15,436
Dominion Capital Management LLC 23,014 * 23,014
Crescendo III L.P. 1,175,789 * 1,175,789
Crescendo III Executive Fund, L.P. 34,920 * 34,920
Crescendo III, GbR 24,243 * 24,243
Robert J. Armstrong 372,826 * 372,826
Mohamed Nouri 149,346 * 149,346
D&W Ventures II, LLC 93,251 * 93,251
Kenneth Cutler 31,083 * 31,083
Frank McEvoy 12,349 * 12,349
El Dorado Ventures V, L.P. 1,133,784 * 1,133,784
El Dorado Technology '99, L.P. 101,168 * 101,168
Steve Duplessie 15,449 * 15,449
Brendan Hegarty 15,449 * 15,449
Allan Zeinwand 30,873 * 30,873
Stephen R. Bourne 15,449 * 15,449
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Totals 5,902,284 * 5,902,284
</TABLE>
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* 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.
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LEGAL MATTERS
The validity of the securities 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.
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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.
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CISCO SYSTEMS, INC.
5,902,284 SHARES
OF COMMON STOCK
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PROSPECTUS
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OCTOBER 5, 2000
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