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Filed Pursuant to Rule 424(b)(3)
File Number 333-39818
PROSPECTUS
13,749,020 SHARES
CISCO SYSTEMS, INC.
COMMON STOCK
This prospectus relates to the public offering, which is not being
underwritten, of 13,749,020 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 June 19, 2000, the average of the high and low price for the common
stock was $67.75.
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.
-------------------------------
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The date of this prospectus is July 6, 2000.
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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 on 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
April 29, 2000 filed June 13, 2000;
(c) Cisco's Quarterly Report on Form 10-Q for the quarter ended
January 29, 2000 filed March 14, 2000;
(d) 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 on Form 10-Q/A filed February 3, 2000;
(e) Cisco's Current Report on Form 8-K filed June 7, 2000;
(f) Cisco's Current Report on Form 8-K filed May 26, 2000;
(g) Cisco's Current Report on Form 8-K filed May 18, 2000;
(h) Cisco's Current Report on Form 8-K filed May 15, 2000;
(i) Cisco's Current Report on Form 8-K filed May 3, 2000;
(j) Cisco's Current Report on Form 8-K filed April 3, 2000;
(k) Cisco's Current Report on Form 8-K filed March 28, 2000;
(l) Cisco's Current Report on Form 8-K filed March 27, 2000;
(m) Cisco's Current Report on Form 8-K filed March 16, 2000;
(n) Cisco's Current Report on Form 8-K filed February 17, 2000;
(o) Cisco's Current Report on Form 8-K filed December 15, 1999, as
amended by the Current Report on Form 8-K/A filed February 3,
2000;
(p) 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
(q) 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
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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 13,749,020 shares on behalf of certain selling
shareholders. All of the shares were issued by us in connection with our
acquisition of Qeyton Systems AB. We purchased all of the outstanding shares of
Qeyton Systems AB and Qeyton Systems AB has survived as a wholly-owned
subsidiary of Cisco. 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
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<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.
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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.
<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>
Abramson, Bengt 6,708 * 6,708
Abramson, Mats 21,755 * 21,755
Althen, Tomas 47,918 * 47,918
Askinger, Tomas 523,175 * 523,175
Axelsson, Caroline 12,861 * 12,861
Banco Smabolagsfond 263,695 * 263,695
Barker, Stuart 12,219 * 12,219
Batchellor, Charles Robert 129,380 * 129,380
Belenius, Arne 35,938 * 35,938
Bengtsen, Hakan 4,791 * 4,791
Bengtsson, Jeanette 5,031 * 5,031
Berg, Robert 19,167 * 19,167
Berg-Navratilova, Jana 6,746 * 6,746
Bergstedt, Gunnar 39,130 * 39,130
Bohm, Christer 33,543 * 33,543
Bonnedal, Dag 456,376 * 456,376
Bridge Street Special
Opportunities Fund 2000, L.P. 68,959 * 68,959
Brundin, Kathy 3,354 * 3,354
Backstrom, Lars 3,354 * 3,354
Bossviken Invest AB 1,638 * 1,638
DeCastro, Alfredo 3,354 * 3,354
Edvardsson, Bo 2,395 * 2,395
Egnell, Erik 48,172 * 48,172
Egnell, Lars 1,479,246 * 1,479,246
Ekwall, Hakan 10,062 * 10,062
Elgemyr, Anders 4,034 * 4,034
Ericson, Lars 4,791 * 4,791
Ericsson, Jan Eric 4,791 * 4,791
Eriksson, Yvonne 3,354 * 3,354
Fog-Pedersen, Allan 3,354 * 3,354
Force Majeure AB 4,791 * 4,791
Furukvist, Roger 479 * 479
Gabrielsson, Ingemar 14 * 14
Gauffin, Lars 33,543 * 33,543
Genberg, Catrine 3,354 * 3,354
Gillner, Disa 1,341 * 1,341
Gillner, Eric 1,341 * 1,341
Gillner, Lars 10,733 * 10,733
Graslund, Kjell 4,791 * 4,791
Graslund, Per 4,791 * 4,791
Graslund, Tom 4,791 * 4,791
Hartman, Cecilia 1,437 * 1,437
Herolf, Mats 7,187 * 7,187
Hollstedt, Birgitta 23,959 * 23,959
Hulten, Marianne 9,583 * 9,583
Hulten, Ola 54,986 * 54,986
Hagglund, Magnus 11,222 * 11,222
Hoog, Eva 1,317 * 1,317
Investor AB 394,206 * 394,206
Jansson, Helena 12,861 * 12,861
Jansson, Ralf 18,544 * 18,544
Johansson, Axel 4,791 * 4,791
Johansson, Bengt 52,710 * 52,710
Johansson, Karin 4,791 * 4,791
Jonason, Alice 11,217 * 11,217
Jonason, Astrid 39,413 * 39,413
Jonason, Axel 39,408 * 39,408
Jonason, Karin 95,837 * 95,837
Jonason, Katharina 201,416 * 201,416
Jonason, Lage 221,996 * 221,996
Karacsony, Istvan 9,583 * 9,583
Karlsudd AB 6,430 * 6,430
Kerzar, Boris 437,209 * 437,209
Khawar, Afsaneh 7,187 * 7,187
Killander, Bo 29,005 * 29,005
Kjallander, Lise-Lotte 11,179 * 11,179
Kling, Nils-Gunnar 619,539 * 619,539
Kraft Starczewski, Sylvia 3,354 * 3,354
Krantz, Stefan 3,354 * 3,354
Kuang, Marcus 5,031 * 5,031
Kallstrom, Mats 19,292 * 19,292
Lagerstrom, Bo 26,355 * 26,355
Larsson, Gunnar 11,979 * 11,979
Larsson, Jan-Erik 3,354 * 3,354
Liden, Fredrik 37,664 * 37,664
Lindgren, Fredrik 19,167 * 19,167
Lindgren, Per 33,543 * 33,543
Lindgren, Torbjorn 23,959 * 23,959
Lindqvist, Nancy 5,031 * 5,031
Lindroth, Brita 9,583 * 9,583
Lindstrom, Peter 9,305 * 9,305
Liungman, Olof 1,437 * 1,437
Loriner International Ltd 1,072,124 * 1,072,124
Malmqvist, Britt-Inger 4,791 * 4,791
Mendel, Rikard 33,543 * 33,543
Martensson, Johan 15,813 * 15,813
Mork, Goran 57,502 * 57,502
Nassiri, Hamid 7,187 * 7,187
Nelson, Peter 6,708 * 6,708
Neumann, Gunilla 19,167 * 19,167
Neumann, Ingvar 19,167 * 19,167
Neumann, Joakim 9,583 * 9,583
Nilsson, Marianne 23,959 * 23,959
Nilsson, Martin 42,168 * 42,168
Nordiska Fondkommission AB 23 * 23
Nordsjo, Fredrik 25,722 * 25,722
Northern Light Fund Ltd,
Arctic Hedge Fund 47,918 * 47,918
Ojala, Peter 5,031 * 5,031
Okerbridge Estates Limited 1,072,119 * 1,072,119
Orozco, Alba Lucia 71,877 * 71,877
Orring, Johan 45,019 * 45,019
Pataky, Janos 4,715 * 4,715
Pelago Venture Partners AB 257,260 * 257,260
Persson, Lars 9,583 * 9,583
Persson, Markus 4,025 * 4,025
Pousette, Harald 5,587 * 5,587
Pousette, Knut 2,793 * 2,793
Pousette, Maryanne 2,793 * 2,793
Premier Life (Bermuda) Ltd 899,642 * 899,642
Quaestus Life International Ltd. 31,147 * 31,147
Rickeby, Charlotta 7,427 * 7,427
Rickeby, Christian 7,427 * 7,427
Rickeby, Claes 134,651 * 134,651
Rickeby, Helene 28,224 * 28,224
Rosen, Fredrik 51,450 * 51,450
Schrader, Hans-Friedrich 23,959 * 23,959
Servisen Investment Management AB 153,732 * 153,732
Servisen Private Equity Fund II Ltd. 296,735 * 296,735
Sjoberg, Fredrik 4,993 * 4,993
Solin, Lars 12,861 * 12,861
SEI III Entrepreneurs' Fund, L.P. 37,448 * 37,448
Spectrum Equity Investors III, L.P. 1,198,395 * 1,198,395
Spectrum III Investment Managers'
Limited Partnership 12,482 * 12,482
Stjernstrom, Ann 12,861 * 12,861
Stone Street Fund 2000, L.P. 137,914 * 137,914
Strinde, Ann-Marie 2,395 * 2,395
Svensson, Per 533,573 * 533,573
Svensson, Ulla 4,791 * 4,791
T-Bolaget Ab 39,590 * 39,590
Teknik & Innovationsfond Banco 154,355 * 154,355
The Goldman Sachs Group, Inc. 515,153 * 515,153
Thun, Helena 10,182 * 10,182
Torlof, Ingemar 32,153 * 32,153
Torlof, Mikael 4,791 * 4,791
Torlof, Thomas 294,085 * 294,085
Touch Invest AB 1,638 * 1,638
Trulscom AB 121,626 * 121,626
Tornwall, Mats 958 * 958
Wadell, Clara 479 * 479
Wadell, Johan 5,472 * 5,472
Wadell, Thea 479 * 479
Wedfelt, Gunnar 6,430 * 6,430
Wedoff AB 1,638 * 1,638
Wendin, Per 14,375 * 14,375
Whitmore, Eva 62,293 * 62,293
Wilson Roldao, Astrid 527 * 527
Wingstrand, Barbro 9,583 * 9,583
Wingstrand, Gustaf 9,583 * 9,583
Wingstrand, Henrik 21,563 * 21,563
Wingstrand, Karin 21,563 * 21,563
Wingstrand, Petter 21,563 * 21,563
Volterra Invest AB 64,311 * 64,311
Aberg, Bjorn 1,437 * 1,437
Aberg, Henrik 1,437 * 1,437
Aberg, Sophia 1,437 * 1,437
Alund, Conny 3,354 * 3,354
---------- ----------
Total 13,749,020 13,749,020
========== ==========
</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 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
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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.
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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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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>
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CISCO SYSTEMS, INC.
13,749,020 SHARES
OF COMMON STOCK
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PROSPECTUS
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JULY 6, 2000
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