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Filed Pursuant to Rule 424(b)(3)
File Number 333-56004
Prospectus
711,046 Shares
CISCO SYSTEMS, INC.
Common Stock
The 711,046 shares of our common stock offered by this prospectus were
originally issued by us to the former shareholders of Netiverse, Inc. in
connection with our acquisition of Netiverse, Inc. All of the shares may be
resold from time to time by the holders of shares.
The prices at which the shareholders may sell the 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 the
shares.
Our common stock is quoted on The Nasdaq National Market under the symbol
"CSCO." On March 20, 2001, the last sale price of our common stock as reported
on The Nasdaq National Market was $19.0625.
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.
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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 March 21, 2001.
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TABLE OF CONTENTS
PAGE
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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 all 711,046 shares on behalf of the selling
shareholders. 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 may sell the shares
from time to time. The selling shareholders 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 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 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.
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 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
Netiverse, Inc. No estimate can be given as to the amount of our common stock
that will be held by the selling shareholders after completion of this offering
because the selling shareholders may offer all, some or none of their shares.
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
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Cassidy Bridget A. 2,202 * 2,202
Chanak, John A. 37,880 * 37,880
Chanak, Michael James 1,761 * 1,761
Chou, Wesley S. 8,808 * 8,808
Colbert, Robert J. 5,285 * 5,285
DeSantis Samuel R. 440 * 440
Egbert, Chandan 19,821 * 19,821
Farley, Rebecca 13,214 * 13,214
Fenton, John C. 24,665 * 24,665
Fredericks, Keith A. 5,285 * 5,285
Han, xiaoping 17,618 * 17,618
Hayes, Kenneth A. 7,047 * 7,047
Hoch, Margot 991 * 991
Hubenthal, Mahlon 8,809 * 8,809
Knight, Joanne 590 * 590
LeRoy, Clinton 991 * 991
LeRoy, David J. 37,660 * 37,660
Majee, Sumandra 8,809 * 8,809
Marrero, Noel M. 12,333 * 12,333
Mathison, Paul T. 3,523 * 3,523
McCormack, Kathleen E. 3,964 * 3,964
Metcalf, Jillian K 4,404 * 4,404
Moen, Daniel G. 5,284 * 5,284
Nelson, Jeffrey 528 * 528
Nelson, Richard 528 * 528
Nelson, Teresa 528 * 528
Nelson, William M 38,056 * 38,056
Nguyen, Anh Tien 17,618 * 17,618
Peterson, Gregg 17,618 * 17,618
Rao, Anantha 991 * 991
Rao, Gattupalli S. 18,057 * 18,057
Rao, Nandini R. 3,523 * 3,523
Redmore, Josh 991 * 991
Redmore, Seth S. 37,660 * 37,660
Schoonmaker, Allen H. 5,285 * 5,285
Sequoia Capital Entrepreneurs Fund 20,261 * 20,261
Sequoia Capital IX 131,629 * 131,629
Sequoia Capital IX Principals Fund 24,296 * 24,296
Singh, Gururaj 88,093 * 88,093
Smith, Marshall 886 * 886
Strawn, Gary A. 7,047 * 7,047
Stuppi LLC 11,011 * 11,011
Truon, Hung Q. 4,404 * 4,404
Waterman, Alexander S. 38,541 * 38,541
Waterman, Robert S. 660 * 660
Westphal, Christian J. 6,166 * 6,166
Yim, Derrick 5,285 * 5,285
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711,046 711,046
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* Represents beneficial ownership of less than one percent.
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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.
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CISCO SYSTEMS, INC.
711,046 SHARES
OF COMMON STOCK
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PROSPECTUS
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March 21, 2001
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