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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 13, 2001
REGISTRATION NO.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
CISCO SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 77-0059951
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
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.
300 EAST 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:
MARK E. BETZEN, P.C.
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
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TITLE OF EACH AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
CLASS OF SECURITIES TO BE AGGREGATE OFFERING AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PRICE PER SHARE(2) OFFERING PRICE FEE
---------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par
value per share(1)....... 4,858,995 $19.25 $93,535,653.75 $23,383.92
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(1) Includes associated rights to purchase shares of Series A Junior
Participating Preferred Stock, par value $0.001 per share, of the
registrant.
(2) The price of $19.25, the average of the high and low prices of the
registrant's common stock on The Nasdaq National Market on March 12, 2001,
is set forth solely for the purpose of computing the registration fee
pursuant to Rule 457(c).
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 WHICH 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 SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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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 THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO
BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED MARCH __, 2001
PRELIMINARY PROSPECTUS
4,858,995 Shares
CISCO SYSTEMS, INC.
Common Stock
In connection with our acquisition of Radiata, Inc., we issued 4,842,032
shares of our common stock to the former shareholders of Radiata. This
prospectus may be used by former shareholders of Radiata to resell shares of our
common stock issued to them in the Radiata acquisition. This prospectus may also
be used by one former director and two former consultants of Radiata to resell
16,963 shares of our common stock issuable to them upon the exercise of certain
options.
The prices at which these shareholders and option holders may sell these
shares will be determined by the prevailing market price for shares of our
common stock or in negotiated transactions. We will not receive any of the
proceeds from the sale of these shares.
Our common stock is quoted on The Nasdaq National Market under the symbol
"CSCO." On March 12, 2001, the last sale price of our common stock as
reported on The Nasdaq National Market was $18.81.
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 March __, 2001.
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TABLE OF CONTENTS
PAGE
----
Where You Can Find More Information...............1
Incorporation of Certain Documents by Reference...1
The Company.......................................2
Plan of Distribution..............................2
Selling Shareholders..............................5
Use of Proceeds...................................6
Legal Matters.....................................6
Experts...........................................6
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any reports, statements, or other information that we file at the Securities and
Exchange Commission's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the Securities and Exchange Commission at
1-800-SEC-0330 for further information on the operation of the Public Reference
Room. Our Securities and Exchange Commission filings are also available to the
public at our web site at http://www.cisco.com and at the Securities and
Exchange Commission's web site at http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with it, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this
prospectus except for any information superseded by information contained
directly in this prospectus or in later filed documents incorporated by
reference in this prospectus. We incorporate by reference the documents listed
below and any future filings made with the Securities and Exchange Commission
under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934
after the date of this prospectus and prior to the time all of the securities
offered by this prospectus are sold.
(a) Our Annual Report on Form 10-K for the fiscal year ended July 29,
2000;
(b) Our Quarterly Reports on Form 10-Q for the quarters ended October
28, 2000 and January 27, 2001;
(c) Our Current Reports on Form 8-K filed on December 15, 1999 (as
amended on Form 8-K/A filed on February 3, 2000 and on Form 8-K/A-1 filed
on August 4, 2000), August 15, 2000, September 7, 2000, September 15, 2000,
September 26, 2000, September 28, 2000, September 29, 2000, November 6,
2000, November 7, 2000, November 13, 2000, November 15, 2000, December 19,
2000, December 21, 2000, December 27, 2000, February 7, 2001, February 8,
2001, February 20, 2001 and February 27, 2001;
(d) The description of our common stock contained in our registration
statement on Form 8-A filed January 11, 1990, including any amendments or
reports filed for the purpose of updating such description; and
(e) The description of our preferred stock purchase rights, contained
in our registration statement on Form 8-A filed on June 11, 1998, including
any amendments or reports filed for the purpose of updating such
description.
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You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Investor Relations
Cisco Systems, Inc.
170 West Tasman Drive
San Jose, CA 95134-1706
408-526-4000
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone to provide you with different information. We are not making an offer of
these securities in any state where the offer is not permitted. You should not
assume that the information in this prospectus or any prospectus supplement is
accurate as of any date other than the date on the front of this Prospectus.
THE COMPANY
Our principal executive offices are located at 170 West Tasman Drive,
San Jose, California 95134-1706. Our telephone number is (408) 526-4000.
PLAN OF DISTRIBUTION
We are registering 4,858,995 shares of our common stock on behalf of the
selling shareholders. As used herein, "selling shareholders" includes the
selling shareholders (including one former director and two former consultants
of Radiata who hold options) named in the table below and 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. The selling
shareholders may sell the shares from time to time and may also decide not to
sell all the shares they are allowed to sell under this prospectus. The selling
shareholders will act independently of us in making decisions with respect to
the timing, manner and size of each sale. The sales may be made on one or more
exchanges or in the over-the-counter market or otherwise, at prices and at terms
then prevailing or at prices related to the then current market prices, 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
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;
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- ordinary brokerage transactions and transactions in which the broker
solicits purchasers; and
- 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 shares or otherwise. In such
transactions, broker-dealers may engage in short sales of shares in the course
of hedging the positions they assume with selling shareholders. The selling
shareholders also may sell shares short and redeliver shares to close out such
short positions. The selling shareholders may enter into option or other
transactions with broker-dealers which require the delivery of shares to the
broker-dealer. The broker-dealer may then resell or otherwise transfer such
shares pursuant to this prospectus. The selling shareholders also may loan or
pledge shares to a broker-dealer. The broker-dealer may sell the shares so
loaned, or upon a default the broker-dealer may sell the shares so pledged,
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 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 transactions involving
shares. Broker-dealers or agents and any other participating broker-dealers or
the selling shareholders may be deemed to be "underwriters" within the meaning
of Section 2(11) of the Securities Act of 1933 in connection with sales of
shares. Accordingly, any such commission, discount or concession received by
them and any profit on the resale of shares purchased by them may be deemed to
be underwriting discounts or commissions under the Securities Act of 1933.
Because selling shareholders may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act of 1933, the selling shareholders
will be subject to the prospectus delivery requirements of the Securities Act of
1933. In addition, any shares of a selling shareholder covered by this
prospectus which qualify for sale pursuant to Rule 144 promulgated under the
Securities Act of 1933 may be sold under Rule 144 rather than pursuant to this
prospectus. The selling shareholders have advised us that they have not entered
into any agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of their shares.
The shares may be sold by selling shareholders 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 of 1934, any
person engaged in the distribution of 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
of 1934 and the associated rules and regulations under the Exchange Act of 1934,
including Regulation M, which provisions may limit the timing of purchases and
sales of shares of our common stock by the selling shareholders. We will make
copies of this prospectus available to the selling shareholders and have
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.
We will file a supplement to this prospectus, if required, pursuant to Rule
424(b) under the Securities Act of 1933 upon being notified by a selling
shareholder that any material arrangement has been entered into with a
broker-dealer for the sale of shares through a block trade, special offering,
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exchange distribution or secondary distribution or a purchase by a broker or
dealer. Such supplement will disclose:
- the name of each such selling shareholder and of the participating
broker-dealer(s);
- the number of shares involved;
- the price at which such shares were sold;
- the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable;
- that such broker-dealer(s) did not conduct any investigation to verify
the information set out or incorporated by reference in this prospectus;
and
- other facts material to the transaction.
In addition, we will file a supplement to this prospectus upon being notified by
a selling shareholder that a donee or pledgee intends to sell more than 500
shares.
We 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 beneficially owned by
each of the selling shareholders. None of the selling shareholders has had a
material relationship with us within the past three years other than as a result
of the ownership of our common stock or other securities of ours or as a result
of their employment with us as of the date of the closing of the acquisition of
Radiata. No estimate can be given as to the amount of our common stock that will
be beneficially owned by the selling shareholders after completion of this
offering because the selling shareholders may offer all, some or none of the
shares of our common stock beneficially owned by them or that may hereafter be
acquired by them upon the exercise of stock options. The shares offered by this
prospectus may be offered from time to time by the selling shareholders named
below.
NUMBER OF NUMBER OF
SHARES PERCENT OF SHARES
BENEFICIALLY OUTSTANDING REGISTERED FOR
NAME OF SELLING SHAREHOLDER OWNED SHARES SALE HEREBY
--------------------------- ------------ ----------- --------------
Asad A. Abidi(1) 4,255 * 4,255
Andrew Robert Adams 66,485 * 66,485
Peter Clinton Allworth 21,275 * 21,275
Thangadurai Arivoli 8,510 * 8,510
Stephen Carl Avery 32,179 * 32,179
Baranell Pty Limited 1,186,778 * 1,186,778
Craig Hamilton Barratt 4,255 * 4,255
George Salim Bouchaya 63,826 * 63,826
Broadcom Corporation 638,267 * 638,267
Rodney James Chandler 3,190 * 3,190
John M. Cioffi 4,255 * 4,255
Dennis Cooper 21,275 * 21,275
Christopher Raymond Corcoran 8,510 * 8,510
Jason Robert Crawford 7,445 * 7,445
Ludovico Narayana deSouza 3,190 * 3,190
Pamela R. Federman(2) 4,198 * 4,198
Christopher Bryan Fisher 127,653 * 127,653
Bronwyn Nicole Forde 1,489 * 1,489
Gordon Trevor Foyster 31,913 * 31,913
David Scott Goodall 6,382 * 6,382
Lisa Darcel Gusimat 12,765 * 12,765
John Richard Haddy 21,274 * 21,274
Delyth Ann Harris 8,510 * 8,510
Jeffery Norwood Harrison(3) 8,510 * 8,510
Ivan Karim 37,232 * 37,232
Richard Anthony Keaney 47,870 * 47,870
Mark Krischer 19,147 * 19,147
Alex Chun Kit Lam 4,255 * 4,255
Donald John MacLennan 255,306 * 255,306
Thomas McDermott 4,255 * 4,255
Finbar Joseph McGrath 99,729 * 99,729
Donald James Miller 12,765 * 12,765
Tadeusz Janusz Modowski 1,489 * 1,489
Andrew Frederick Myles 25,530 * 25,530
Richard Newton 39,891 * 39,891
Nhew Pty Limited 1,186,778 * 1,186,778
John Anthony Peter Olip 6,595 * 6,595
John David O'Sullivan 53,188 * 53,188
Uri Parker 4,255 * 4,255
Rondeau Pty Limited 319,133 * 319,133
Philip John Ryan 36,168 * 36,168
Geoffrey John Smith 42,551 * 42,551
Stephen Paul Simpson and Charamine Maree Simpson 319,133 * 319,133
Marcus Tai 2,127 * 2,127
Christopher Jay Terman 21,275 * 21,275
Charles Russell Wright 2,659 * 2,659
Grzegorz Boguslaw Zyner 21,275 * 21,275
--------- ---------
Totals 4,858,995 4,858,995
========= =========
-------------------------
* Represents beneficial ownership of less than one percent.
(1) Consists of 4,255 shares to be acquired upon exercise of options granted
under the Radiata, Inc. 1999 Stock Option Plan.
(2) Consists of 4,198 shares to be acquired upon exercise of options granted
under the Radiata, Inc. 1999 Stock Option Plan.
(3) Consists of 8,510 shares to be acquired upon exercise of options granted
under the Radiata, Inc. 1999 Stock Option Plan.
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USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares by the
selling shareholders.
LEGAL MATTERS
The validity of the shares offered hereby will be passed upon for
us by Brobeck, Phleger & Harrison LLP, Palo Alto, California.
EXPERTS
Our consolidated financial statements incorporated in this prospectus by
reference to our Annual Report on Form 10-K for the year ended July 29, 2000,
have been so incorporated in reliance on the report of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of said firm as experts in
accounting and auditing.
PricewaterhouseCoopers LLP ("PWC"), our independent accountants, has
notified us that PWC is engaged in discussions with the Securities and Exchange
Commission following an internal review by PWC, pursuant to an administrative
settlement with the Securities and Exchange Commission, of PWC's compliance with
auditor guidelines. PWC has advised us that we are one of the companies affected
by such discussions. We are not involved in the discussions between the
Securities and Exchange Commission and PWC and cannot predict the result of
those discussions.
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================================================================================
We have not authorized any person to make a statement that differs from what is
in this prospectus. If any person does make a statement that differs from what
is in this prospectus, you should not rely on it. This prospectus is not an
offer to sell, nor is it seeking an offer to buy, these securities in any state
in which the offer or sale is not permitted. The information in this prospectus
is complete and accurate as of its date, but the information may change after
that date.
================================================================================
CISCO SYSTEMS, INC.
4,858,995 SHARES
OF COMMON STOCK
------------
PROSPECTUS
------------
MARCH __, 2001
================================================================================
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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 us in connection with the
sale of common stock being registered. All amounts are estimates except the
Securities and Exchange Commission registration fee.
Securities and Exchange Commission Registration Fee......... $23,383.92
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..................................................... $64,383.92
==========
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 of 1933. Our Restated Articles of Incorporation
and Bylaws provide for indemnification of our directors, officers, employees and
other agents to the maximum extent permitted by the California Corporations
Code. In addition, we have entered into indemnification agreements with each of
our directors and officers.
ITEM 16. EXHIBITS
4.1 Restated Articles of Incorporation of Cisco Systems, Inc., as
currently in effect (incorporated by reference to our registration
statement on Form S-3, No. 333-56004, filed on February 21, 2001)
4.2 Amended and Restated Bylaws of Cisco Systems, Inc., as currently in
effect (incorporated by reference to our registration statement on
Form S-3, No. 333-56004, filed on February 21, 2001)
4.3 Rights Agreement between Cisco Systems, Inc. and Bank Boston, N.A.,
dated as of June 10, 1998 as amended (incorporated by reference to
our Current Report on Form 8-K filed on June 11, 1998 and our Annual
Report on Form 10-K for the fiscal year ended July 29, 2000 filed on
September 29, 2000)
5.1 Opinion of Brobeck, Phleger & Harrison LLP
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants
23.2 Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included on Page II-3 of this
registration statement)
ITEM 17. UNDERTAKINGS
A. The 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 this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement;
(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; and
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(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.
B. The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in this 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.
C. 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 Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 San Jose, State of California, on this 13th day of
March, 2001.
CISCO SYSTEMS, INC.
By /s/ JOHN T. CHAMBERS
------------------------------------
John T. Chambers
President, Chief Executive
Officer and Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Larry R. Carter as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this registration
statement, and to file same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons on
behalf of Cisco and in the capacities and on the dates indicated:
SIGNATURES TITLE DATE
---------- ----- ----
/s/ JOHN T. CHAMBERS President, Chief Executive Officer and March 13, 2001
------------------------------------------ Director (Principal Executive Officer)
John T. Chambers
/s/ LARRY R. CARTER Senior Vice President, Finance and March 13, 2001
------------------------------------------ Administration, Chief Financial Officer,
Larry R. Carter Secretary and Director (Principal
Financial and Accounting Officer)
/s/ JOHN P. MORGRIDGE Chairman of the Board and Director March 13, 2001
------------------------------------------
John P. Morgridge
/s/ DONALD T. VALENTINE Vice Chairman and Director March 13, 2001
------------------------------------------
Donald T. Valentine
/s/ JAMES F. GIBBONS Director March 13, 2001
------------------------------------------
James F. Gibbons
/s/ STEVEN M. WEST Director March 13, 2001
------------------------------------------
Steven M. West
/s/ EDWARD R. KOZEL Director March 13, 2001
------------------------------------------
Edward R. Kozel
II-3
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SIGNATURES TITLE DATE
---------- ----- ----
/s/ CAROL A. BARTZ Director March 13, 2001
------------------------------------------
Carol A. Bartz
/s/ JAMES C. MORGAN Director March 13, 2001
------------------------------------------
James C. Morgan
/s/ MARY CIRILLO Director March 13, 2001
------------------------------------------
Mary Cirillo
/s/ ARUN SARIN Director March 13, 2001
------------------------------------------
Arun Sarin
/s/ JERRY YANG Director March 13, 2001
------------------------------------------
Jerry Yang
/s/ CARLY FIORINA Director March 13, 2001
------------------------------------------
Carly Fiorina
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INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT TITLE
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4.1 Restated Articles of Incorporation of Cisco Systems, Inc., as currently
in effect (incorporated by reference to our registration statement on
Form S-3, No. 333-56004, filed on February 21, 2001)
4.2 Amended and Restated Bylaws of Cisco Systems, Inc., as currently in
effect (incorporated by reference to our registration statement on
Form S-3, No. 333-56004, filed on February 21, 2001)
4.3 Rights Agreement between Cisco Systems, Inc. and Bank Boston, N.A.,
dated as of June 10, 1998, as amended (incorporated by reference to
our Current Report on Form 8-K filed on June 11, 1998 and our Annual
Report on Form 10-K for the fiscal year ended July 29, 2000, filed
September 29, 2000)
5.1 Opinion of Brobeck, Phleger & Harrison LLP
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants
23.2 Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included on Page II-3 of this
registration statement)