<PAGE> 1
Filed Pursuant to Rule 424(b)(3)
File Number 333-36156
5,484,743 SHARES
CISCO SYSTEMS, INC.
COMMON STOCK
This prospectus relates to the public offering, which is not being
underwritten, of 5,484,743 shares of our common stock which is held by some of
our current shareholders.
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 May 11, 2000, the average of the high and low price for the common
stock was $59.59.
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 May 12, 2000.
<PAGE> 2
No person has been authorized to give any information or to make any
representations other than those contained in this prospectus in connection with
the offering made hereby, and if given or made, such information or
representations must not be relied upon as having been authorized by Cisco
Systems, Inc. (referred to in this prospectus as "Cisco" or the "Registrant"),
any selling shareholder or by any other person. Neither the delivery of this
prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that information herein is correct as of any time subsequent to
the date hereof. This prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any security other than the securities covered
by this prospectus, nor does it constitute an offer to or solicitation of any
person in any jurisdiction in which such offer or solicitation may not lawfully
be made.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the operation
of the Public Reference Room. Our SEC filings are also available to the public
from our web site at http://www.cisco.com or at the SEC's web site at
http://www.sec.gov.
The SEC 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, and later information filed with the
SEC will update and supersede this information. We incorporate by reference the
documents listed below and any future filings made with the SEC under Section
13a, 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until our
offering is completed.
(a) Annual Report on Form 10-K for the fiscal year ended July 31,
1999, filed September 28, 1999, as amended by the Annual Report Form 10-K/A
filed February 3, 2000, including certain information in Cisco's Definitive
Proxy Statement in connection with Cisco's 1999 Annual Meeting of
Shareholders and certain information in Cisco's Annual Report to
Shareholders for the fiscal year ended July 31, 1999;
(b) Cisco's Quarterly Report on Form 10-Q for the quarter ended
January 29, 2000 filed March 14, 2000;
(c) Cisco's Quarterly Report on Form 10-Q for the quarter ended
October 30, 1999, filed December 14, 1999, as amended by the Quarterly
Report Form 10-Q/A filed February 3, 2000;
(d) Cisco's Current Report on Form 8-K filed April 3, 2000;
(e) Cisco's Current Report on Form 8-K filed March 28, 2000;
(f) Cisco's Current Report on Form 8-K filed March 27, 2000;
(g) Cisco's Current Report on Form 8-K filed March 16, 2000;
(h) Cisco's Current Report on Form 8-K filed February 3, 2000;
(i) Cisco's Current Report on Form 8-K filed December 15, 1999, as
amended by the Current Report on Form 8-K/A filed on February 3,
2000;
(j) 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
(k) 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.
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 authorized no
one to provide you with different information. We are not making
3
<PAGE> 3
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 the document.
THE COMPANY
Cisco's principal executive offices are located at 170 West Tasman Drive,
San Jose, California 95134. Cisco's telephone number is (408) 526-4000.
PLAN OF DISTRIBUTION
Cisco is registering all 5,484,743 shares on behalf of certain selling
shareholders. All of the shares were issued by us in connection with our
acquisition of Growth Networks Inc. We merged with Growth Networks Inc. and we
were the surviving corporation. Cisco will receive no proceeds from this
offering. 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 (collectively, the
"Selling Shareholders") may sell the shares from time to time. The Selling
Shareholders will act independently of Cisco 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. The shares 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
the shares 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,
- 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 the shares 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 the shares 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 the shares. 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 the
shares 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 the shares 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 the sale.
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 in connection with sales of the shares.
Accordingly, any such commission, discount or concession received by them and
any profit on the resale of the shares purchased by them may be deemed to be
underwriting discounts or commissions under the Securities Act. Because Selling
Shareholders may be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act, the Selling Shareholders will be subject to the
prospectus delivery requirements of the
4
<PAGE> 4
Securities Act. In addition, any securities covered by this prospectus
which qualify for sale pursuant to Rule 144 promulgated under the Securities Act
may be sold under Rule 144 rather than pursuant to this prospectus. The Selling
Shareholders have advised Cisco 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.
The shares will be sold only through registered or licensed brokers or
dealers if required under applicable state securities laws. In addition, in
certain states the shares 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, any person
engaged in the distribution of the shares 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
and the associated rules and regulations under the Exchange Act, including
Regulation M, which provisions may limit the timing of purchases and sales of
shares of our common stock by the Selling Shareholders. Cisco 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 the shares.
Cisco will file a supplement to this prospectus, if required, pursuant to
Rule 424(b) under the Securities Act 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,
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.
Cisco will bear all costs, expenses and fees in connection with the
registration of the shares. 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.
5
<PAGE> 5
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 Cisco within the past three years other than as a result of
the ownership of the shares or other securities of Cisco or as a result of their
employment with Cisco as of the date of the Closing of the acquisition. No
estimate can be given as to the amount of shares that will be held by the
Selling Shareholders after completion of this offering because the Selling
Shareholders may offer all or some of the shares and because there currently are
no agreements, arrangements or understandings with respect to the sale of any of
the shares. The shares offered by this prospectus may be offered from time to
time by the Selling Shareholders named below.
Selling Shareholders
<TABLE>
<CAPTION>
NUMBER OF
SHARES PERCENT OF NUMBER OF
BENEFICIALLY OUTSTANDING SHARES REGISTERED
NAME OF SELLING SHAREHOLDER OWNED SHARES FOR SALE HEREBY
- --------------------------- ------------ ----------- -----------------
<S> <C> <C> <C>
Bernal Family Trust UDT dated
November 3, 1995 355,575 * 355,575
Daniel E. Lenoski 219,590 * 219,590
Craig W. Johnson 16,134 * 16,134
Blawie-Stoner Family Trust
UDT dated July 7, 1992 6,007 * 6,007
VLG Investments 1998 34,043 * 34,043
Zubin D. Dittia 55,872 * 55,872
John A. Fingerhut 55,872 * 55,872
William N. Eatherton 55,872 * 55,872
Amy Cheng 21,231 * 21,231
John M. McQuillan 45,396 * 45,396
John J. Williams, Jr. 17,460 * 17,460
Karen Stark 5,238 * 5,238
Michael B. Galles 115,236 * 115,236
Nagesh Nanjundappa 24,444 * 24,444
Faisal Imdad-Haque 27,936 * 27,936
Kishor Agrawal 33,174 * 33,174
Chakra R. Srivasta 27,936 * 27,936
Nancy Nguyen 12,222 * 12,222
Arno A. Penzias 34,920 * 34,920
Layer Five c/o Lisa Berry 3,492 * 3,492
Joel Michael Halpern 6,984 * 6,984
Rolf Mueller 27,936 * 27,936
Jonathan Michelson 10,476 * 10,476
Yuval Koren 19,206 * 19,206
Robert Louis Jacob Katz 25,142 * 25,142
Jerome Mills Cox 23,047 * 23,047
Nancy Cox Battersby 23,047 * 23,047
Randall Allen Cox 23,047 * 23,047
Jerome R. Cox, Jr. 112,260 * 112,260
Mary H. Voss 3,492 * 3,492
Mary Lou Turner 2,793 * 2,793
Joshua Urbain Turner 2,793 * 2,793
Seth Allen Turner 2,793 * 2,793
Joan Bailey Turner 5,587 * 5,587
Abigail Turner 2,793 * 2,793
Peter Adam Turner 2,793 * 2,793
Jonathan Turner 209,582 * 209,582
Vinod Peris 36,666 * 36,666
Hung Pham 15,714 * 15,714
Benjamin N. Wold 19,206 * 19,206
Fred Rosenberger 1,222 * 1,222
Brent Bilger 27,936 * 27,936
Mullaney Family Trust, dated
12/13/94 90,792 * 90,792
Satterlee Family Trust, dated
2/22/91 amended 6/21/99 10,476 * 10,476
Jaya Maharajah 9,777 * 9,777
Dean M. Hogle 10,476 * 10,476
Matthew Rohm 13,968 * 13,968
David D. Paradise 10,476 * 10,476
Eugene M. Feinberg 7,333 * 7,333
Alfredo Moncayo 20,952 * 20,952
Robert A. Conrad 17,460 * 17,460
Chitat (Leslie) Cheng 13,968 * 13,968
Robert E. Newhall 43,650 * 43,650
R. Randolph Scott 873 * 873
Kamm 1999 Living Trust dated
November 17, 1999 10,476 * 10,476
Berlin Communications c/o Ms.
Annie Berlin 873 * 873
Prabodh Telang, or his
successor(s), trustee of The
Nikita G. Parulkar 1999
Education Trust 10,476 * 10,476
The Gurudatta M. Parulkar and
Kalpana G. Parulkar Trust 256,850 * 256,850
Rajiv Deshmukh as Custodian
for Nikhil Deshmukh under the
Uniform Gift to Minors Act 8,730 * 8,730
Rajiv Deshmukh as Custodian
for Neha Deshmukh under the
Uniform Gift to Minors Act 8,730 * 8,730
Rajiv Deshmukh 43,650 * 43,650
Cynthia Lee Hansen 6,984 * 6,984
David J. Farber 6,984 * 6,984
Matthew Bross 59,364 * 59,364
Snow Family Trust U/D/T July
29, 1998 47,142 * 47,142
Richard Paul 5,761 * 5,761
Roch Guerin 349 * 349
Berend Ozceri 8,031 * 8,031
Michael J. Rayfield 89,046 * 89,046
IVP Broadband Fund, L.P. 115,236 * 115,236
Institutional Venture Partners
VIII, L.P. 1,013,034 * 1,013,034
IVM Investment Fund VIII, LLC 13,151 * 13,151
IVM Investment Fund VIII-A,
LLC 3,394 * 3,394
IVP Founders Fund I, L.P. 7,542 * 7,542
New Enterprise Associates VIII,
L.P. 1,135,597 * 1,135,597
NEA Ventures 1998, L.P. 1,396 * 1,396
NEA President's Fund, L.P. 15,364 * 15,364
Meresman Family Trust U/D/T
September 19, 1989 6,984 * 6,984
CNA Trust FBO Elias J.
Blawie c/o Jeff Cohen 3,631 * 3,631
Robert T. Coneybeer c/o New
Enterprise Associates 5,587 * 5,587
Washington University Center
of Technology Management 76,314 * 76,314
David Campbell 4,682 * 4,682
William Kirsch 10,009 * 10,009
Helen E. McLaughlin O'Rourke 6,010 * 6,010
Glen Wallace McLaughlin 6,010 * 6,010
Silicon Valley Bank 1,667 * 1,667
Weiss, Peck & Greer Venture
Associates V, L.L.C. 367,682 * 367,682
Weiss, Peck & Greer Venture
Associates V-A, L.L.C. 3,128 * 3,128
Weiss, Peck & Greer Venture
Associates V, Cayman 76,164 * 76,164
Randy Scott 1,746 * 1,746
Drew Perkins 6,984 * 6,984
Gus Lignos 1,396 * 1,396
Kenneth Paul Werner 349 * 349
Stephen Tam 3,492 * 3,492
Rajpal Sandhu 3,492 * 3,492
VLG Investments 1999 1,222 * 1,222
Laura A. Donald c/o Venture
Law Group 209 * 209
Harold Yu c/o Venture Law
Group 104 * 104
The Marren Family Trust 3,492 * 3,492
TransAmerica Business Credit
Corp. c/o Transamerica
Technology Finance Division 3,863 * 3,863
5,484,743
</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 divided, stock split,
recapitalization or other similar transaction effected without the receipt
of consideration which results in an increase in the number of Cisco's
outstanding shares of common stock.
6
<PAGE> 6
LEGAL MATTERS
The validity of the securities offered hereby will be passed upon for Cisco
by Brobeck, Phleger & Harrison LLP, Palo Alto, California.
EXPERTS
The consolidated financial statements of Cisco Systems, Inc. incorporated
in this prospectus by reference to the Annual Report on Form 10-K/A for the year
ended July 31, 1999 and supplementary consolidated financial statements as of
July 31, 1999 and July 25, 1998 and for each of the three years in the period
ended July 31, 1999 incorporated in this prospectus by reference to the Current
Report on Form 8-K/A dated February 3, 2000, have been so incorporated in
reliance on the reports of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of said firm as experts in accounting and auditing.
PricewaterhouseCoopers LLP ("PWC"), Cisco's independent accountants,
have notified Cisco 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 Cisco that Cisco is one of
the companies affected by such discussions. Cisco is not involved in the
discussions between the Securities and Exchange Commission and PWC and cannot
predict the result of those discussions.
7
<PAGE> 7
================================================================================
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.
--------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Where You Can Find More Information...............3
The Company.......................................4
Plan of Distribution..............................4
Selling Shareholders..............................6
Legal Matters.....................................7
Experts...........................................7
</TABLE>
================================================================================
CISCO SYSTEMS, INC.
5,484,743 SHARES
OF COMMON STOCK
------------
PROSPECTUS
------------
MAY 12, 2000
================================================================================
