<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 9, 2000
REGISTRATION NO. 333-34400
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
PRE-EFFECTIVE AMENDMENT
NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CISCO SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
CALIFORNIA 77-0059951
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>
170 WEST TASMAN DRIVE
SAN JOSE, CALIFORNIA 95134
(408) 526-4000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
JOHN T. CHAMBERS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CISCO SYSTEMS, INC.
255 WEST TASMAN DRIVE
SAN JOSE, CALIFORNIA 95134
(408) 526-4000
(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF AGENT FOR SERVICE)
COPY TO:
THERESE A. MROZEK, ESQ.
BROBECK, PHLEGER & HARRISON LLP
TWO EMBARCADERO PLACE
2200 GENG ROAD
PALO ALTO, CALIFORNIA 94303
(650) 424-0160
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
TITLE OF EACH AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT
CLASS OF SECURITIES TO BE AGGREGATE OFFERING AGGREGATE OF REGISTRATION
TO BE REGISTERED REGISTERED PRICE PER SHARE(1) OFFERING PRICE(1) FEE
- ----------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value
per share................... 242,873 $63.09 $15,322,857.57 $4,045.23(2)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The price of $63.09, the average of the high and low prices of Cisco's
common stock on the Nasdaq Stock Market's National Market on May 8, 2000, is
set forth solely for the purpose of computing the registration fee pursuant
to Rule 457(c).
(2) $1,864.31 was previously paid on April 7, 2000.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SEC, ACTING PURSUANT TO SAID SECTION
8(a), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
THE INFORMATION CONTAINED IN THIS PRELIMINARY PROSPECTUS IS NOT
COMPLETE AND MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE
REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL NOR
DOES IT SEEK AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE
THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED MAY 9, 2000
PRELIMINARY PROSPECTUS
242,873 SHARES
CISCO SYSTEMS, INC.
COMMON STOCK
-------------------------
This prospectus relates to the public offering, which is not being
underwritten, of 242,873 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 8, 2000, the average of the high and low price for the Common
Stock was $63.09.
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 May , 2000.
<PAGE> 3
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/A for the fiscal year ended July 31,
1999, 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 Amended Quarterly Report on Form 10-Q/A for the quarter
ended October 30, 1999;
(c) Cisco's Quarterly Report on Form 10-Q for the quarter ended
January 29, 2000;
(d) Cisco's Amended Current Report on Form 8-K/A filed February 3,
2000;
(e) Cisco's Current Report on Form 8-K filed February 17, 2000;
(f) Cisco's Current Report on Form 8-K filed February 17, 2000;
(g) Cisco's Current Report on Form 8-K filed March 16, 2000;
(h) Cisco's Current Report on Form 8-K filed March 27, 2000;
(i) Cisco's Current Report on Form 8-K filed March 28, 2000;
(j) Cisco's Current Report on Form 8-K filed April 3, 2000;
(k) Cisco's Current Report on Form 8-K filed May 3, 2000;
(l) 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
(m) 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.
2
<PAGE> 4
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 the prospectus supplement. We have authorized no
one 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 the document.
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 242,873 shares (the "Shares") on behalf of certain
selling shareholders. All of the shares either originally were issued by us or
will be issued upon exercise of options to acquire shares of our common stock in
connection with our acquisition of Aironet Wireless Communications, Inc. We
merged with Aironet Wireless Communications, 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 the selling shareholders 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
3
<PAGE> 5
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 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 Shareholders 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
Shareholders 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 Shareholders 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 Shareholders that a donee or
pledgee intends to sell more than 500 shares, Cisco will file a supplement to
this prospectus.
4
<PAGE> 6
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. The Selling Shareholders
have agreed to indemnify certain persons, including broker-dealers and agents,
against certain liabilities in connection with the offering of the shares,
including liabilities arising under the Securities Act.
5
<PAGE> 7
SELLING SHAREHOLDERS
The following table sets forth the number of shares owned by the Selling
Shareholders. The Selling Shareholders have not 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 SHAREHOLDERS OWNED SHARES SALE HEREBY(1)
---------------------------- ---------------- ----------- ----------------
<S> <C> <C> <C>
Frank Ciotti................................. 11,471 * 11,471
Hans Frazier................................. 3,186 * 3,186
Furneaux & Company, LLC...................... 101,975 * 101,975
Michael Grimes............................... 25,493 * 25,493
Dick Koury................................... 6,373 * 6,373
Samuel McKay................................. 31,867 * 31,867
Vic Napiorkowski............................. 5,098 * 5,098
Bindya Patel................................. 6,373 * 6,373
John Paxton.................................. 31,867 * 31,867
Mary Sojka................................... 19,120 * 19,120
Total........................................ 242,873 * 242,873
</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.
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.
6
<PAGE> 8
- ------------------------------------------------------
- ------------------------------------------------------
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....................... 2
The Company......................... 3
Plan of Distribution................ 3
Selling Shareholders................ 6
Legal Matters....................... 6
Experts............................. 6
</TABLE>
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
242,873 SHARES
CISCO SYSTEMS, INC.
COMMON STOCK
------------------------
PROSPECTUS
------------------------
MAY , 2000
- ------------------------------------------------------
- ------------------------------------------------------
<PAGE> 9
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by Cisco in connection with the
sale of common stock being registered. All amounts are estimates except the SEC
registration fee.
<TABLE>
<S> <C>
SEC Registration Fee........................................ $ 4,045.23
Legal Fees And Expenses..................................... 15,000.00
Accounting Fees And Expenses................................ 5,000.00
Printing Fees............................................... 5,000.00
Transfer Agent Fees......................................... 5,000.00
Miscellaneous............................................... 11,000.00
----------
Total............................................. $45,045.23
==========
</TABLE>
ITEM 15. 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. Cisco's Restated Articles of Incorporation, as
amended, and Amended Bylaws provide for indemnification of its directors,
officers, employees and other agents to the maximum extent permitted by the
California Corporations Code. In addition, Cisco has entered into
indemnification agreements with each of its directors and officers.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
2.1* Agreement of Merger between Cisco Systems, Inc. and Aironet
Wireless Communications, Inc.
5.1 Opinion of Brobeck, Phleger & Harrison LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Brobeck, Phleger & Harrison LLP (included in the
Opinion of BPH filed as Exhibit 5.1)
24.1* Power of Attorney
</TABLE>
- -------------------------
* Previously filed.
ITEM 17. UNDERTAKINGS
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 Securities Act;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the 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 the
registration statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in the
registration statement.
II-1
<PAGE> 10
(2) That, for the purpose of determining any liability under the
Securities 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 shall be deemed to be the
initial bona fide offering thereof.
(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 offering.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions or otherwise, the registrant has
been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and therefore is 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
Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act, and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act, that is
incorporated by reference in the 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.
II-2
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Santa Clara, State of California, on this 9th day of
May, 2000.
By: /s/ LARRY R. CARTER
------------------------------------
Larry R. Carter, Senior Vice
President,
Finance and Administration,
Chief Financial Officer and
Secretary
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
* President, Chief Executive Officer May 9, 2000
- ------------------------------------------------ and Director (Principal Executive
John T. Chambers Officer)
/s/ LARRY R. CARTER Senior Vice President, Finance and May 9, 2000
- ------------------------------------------------ Administration, Chief Financial
Larry R. Carter Officer and Secretary (Principal
Financial and Accounting Officer)
* Chairman of the Board and Director May 9, 2000
- ------------------------------------------------
John P. Morgridge
* Vice Chairman and Director May 9, 2000
- ------------------------------------------------
Donald T. Valentine
* Director May 9, 2000
- ------------------------------------------------
James F. Gibbons
* Director May 9, 2000
- ------------------------------------------------
Steven M. West
* Director May 9, 2000
- ------------------------------------------------
Edward R. Kozel
* Director May 9, 2000
- ------------------------------------------------
Carol A. Bartz
* Director May 9, 2000
- ------------------------------------------------
James C. Morgan
* Director May 9, 2000
- ------------------------------------------------
Mary Cirillo
* Director May 9, 2000
- ------------------------------------------------
Arun Sarin
*By: LARRY R. CARTER Attorney-in-Fact
- --------------------------------------------
Larry R. Carter
</TABLE>
II-3
<PAGE> 12
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
2.1* Agreement of Merger between Cisco Systems, Inc. and Aironet
Wireless Communications, Inc.
5.1 Opinion of Brobeck, Phleger & Harrison LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Brobeck, Phleger & Harrison LLP (included in the
Opinion of BPH filed as Exhibit 5.1)
24.1* Power of Attorney
</TABLE>
- -------------------------
* Previously filed.
II-4
<PAGE> 1
EXHIBIT 5.1
OPINION OF BROBECK, PHLEGER & HARRISON LLP
MAY 9, 2000
Cisco Systems, Inc.
255 W. Tasman Drive
San Jose, California 95134
Re:Cisco Systems, Inc. Amendment No. 1 to Registration Statement on Form
S-3 for Resale of 242,873 Shares of Common Stock
Ladies and Gentlemen:
We have acted as counsel to Cisco Systems, Inc., a California corporation
(the "Company"), in connection with the registration for resale of 231,352
shares of Common Stock (the "Shares"), as described in the Company's
Registration Statement on Form S-3 ("Registration Statement") filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act").
This opinion is being furnished in accordance with the requirements of Item
16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents, the corporate proceedings
taken by the Company in connection with the original issuance and sale of the
Shares and a certificate of a Company officer regarding (among other things) the
Company's receipt of consideration upon the original issuance and sale of the
Shares. Based on such review, we are of the opinion that the Shares are duly
authorized, validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement and to the reference to this firm under the caption "Legal Matters" in
the prospectus which is part of the Registration Statement. In giving this
consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Act, the rules and regulations
of the Securities and Exchange Commission promulgated thereunder or Item 509 of
Regulation S-K.
This opinion letter is rendered as of the date first written above and we
disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company or the
Shares.
Very truly yours,
/s/ BROBECK, PHLEGER & HARRISON LLP
BROBECK, PHLEGER & HARRISON LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of Cisco Systems, Inc. of our report dated August 10, 1999
relating to the consolidated financial statements, which appears in Cisco
Systems, Inc.'s 1999 Annual Report to Shareholders, which is incorporated by
reference in its Annual Report on Form 10-K/A the year ended July 31, 1999. We
also consent to the incorporation by reference of our report dated August 10,
1999 relating to the financial statement schedule, which appears in such Annual
Report on Form 10-K/A. We also consent to the incorporation by reference of our
report dated August 10, 1999, except as to the pooling of interest transactions
as described in Note 3b which is as of November 24, 1999, relating to the
supplementary consolidated financial statements of Cisco Systems, Inc. which
appears in the Current Report on Form 8-K/A dated February 3, 2000. We also
consent to the reference to us under the heading "Experts" in such Registration
Statement.
PricewaterhouseCoopers LLP
/s/ PRICEWATERHOUSECOOPERS LLP
San Jose, California
May 8, 2000
