<PAGE> 1
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-88917
PROSPECTUS
940,202 SHARES
CISCO SYSTEMS, INC.
COMMON STOCK
This Prospectus relates to the public offering, which is not being
underwritten, of 940,202 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 February 2, 2000, the average of the high and low price for the
Common Stock was $115.38.
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 REFERENCE 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 February 7, 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 on 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
October 30, 1999 filed December 14, 1999, as amended by the Quarterly
Report on Form 10-Q/A filed on February 3, 2000;
(c) Cisco's Current Report on Form 8-K filed December 22, 1999;
(d) 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;
(e) Cisco's Current Report on Form 8-K filed November 17, 1999;
(f) 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
(g) 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.
255 West Tasman Drive
San Jose, CA 95134
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
THE COMPANY
Cisco's principal executive offices are located at 255 West Tasman Drive,
San Jose, California 95134. Cisco's telephone number is (408) 526-4000.
PLAN OF DISTRIBUTION
Cisco is registering all 940,202 shares (the "Shares") on behalf of certain
selling shareholders. All of the shares originally were issued by us in
connection with our acquisition of all outstanding shares of COCOM A/S. Cisco
acquired all of the outstanding shares of COCOM A/S and COCOM A/S is now 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 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
4
<PAGE> 4
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.
In addition, upon being notified by a Selling Shareholder that a donee or
pledgee intends to sell more than 500 shares, Cisco will file a supplement to
this prospectus.
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. 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 Shares
Beneficially Outstanding Registered for
Name of Selling Shareholder Owned Shares Sale Hereby(1)(2)
- --------------------------- ---------------- ------------ -----------------
<S> <C> <C> <C>
Henrik Hvidtfeldt ApS............................ 222,104 * 222,104
2M Invest A/S.................................... 191,564 * 191,564
DB U.K. plc...................................... 175,462 * 175,462
Gregers Kronborg ApS............................. 111,051 * 111,051
Slottsbacken..................................... 99,537 * 99,537
Vestergaard Holding ApS.......................... 41,312 * 41,312
Kim Nyholm....................................... 34,149 * 34,149
Claus F. Hoyer................................... 16,242 * 16,242
Lars Froslev Nielsen............................. 16,242 * 16,242
Klaus Lagermann.................................. 13,604 * 13,604
Horsefeather ApS (Erik Norup).................... 6,664 * 6,664
Kjaer & Kjerulf A/S.............................. 1,289 * 1,289
Jens S. Christophersen........................... 1,250 * 1,250
Christian Lofquist............................... 1,083 * 1,083
Jorgen Pedersen.................................. 800 * 800
Kell Frederiksen................................. 750 * 750
Erik Henriksen................................... 500 * 500
Stig Linander.................................... 500 * 500
Carmelo Iaria.................................... 417 * 417
Leif Rystrom..................................... 417 * 417
Michael Hansen................................... 417 * 417
Susan Thomsen.................................... 417 * 417
Ulrike Forsberg.................................. 384 * 384
Lars Elgaard..................................... 350 * 350
Carsten Gosvig................................... 334 * 334
Finn Kaber Rasmussen............................. 334 * 334
Henrik Brix Kronborg............................. 334 * 334
Per Kristensen................................... 334 * 334
Therese Fabricius................................ 300 * 300
Anders Brandt.................................... 250 * 250
Rolf Sobirk...................................... 250 * 250
Susanne Osted.................................... 250 * 250
Bente Pedersen................................... 167 * 167
Hans Jorg Prien.................................. 167 * 167
Jan Schionning................................... 167 * 167
Kim Brown........................................ 167 * 167
Kirill Cchebotarev............................... 167 * 167
Klaus J. Nielsen................................. 167 * 167
</TABLE>
6
<PAGE> 6
<TABLE>
<S> <C> <C> <C>
Ann Halfdan Lauridsen............................ 125 * 125
Claus D. Jensen.................................. 84 * 84
Anders Hebsgaard................................. 50 * 50
Lars M. Christensen.............................. 50 * 50
-------- --------- -------
Total........................................ 940,202 * 940,202
======== ========= ========
</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.
(2) Of the number of shares registered for sale hereby, 10% of the shares held
by each Selling Shareholder are held in escrow pursuant to an Escrow
Agreement, dated as of September 29, 1999, between Cisco, State Street Bank
and Trust Company of California, N.A. and 2M Invest A/S as Shareholders'
Agent.
LEGAL MATTERS
The validity of the securities offered hereby will be passed upon for Cisco
by Brobeck Hale and Dorr, London, England.
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 filed 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 independence 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.
940,202 SHARES
OF COMMON STOCK
----------
PROSPECTUS
----------
FEBRUARY 7, 2000
================================================================================
