1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 21, 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 --------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------- 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)....... 711,046 $27.38 $19,468,439.48 $4,867.11 --------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------- (1) Includes associated rights to purchase shares of Series A Junior Participating Preferred Stock, par value $0.001 per share, of Cisco Systems, Inc. (2) The price of $27.37, the average of the high and low prices of Cisco's common stock on The Nasdaq National Market on February 20, 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. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 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 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 FEBRUARY 21, 2001 PRELIMINARY 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 February 20, 2001, the last sale price of our common stock as reported on The Nasdaq National Market was $26.0625. 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. ------------------------- 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 __, 2001. 3 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 Report on Form 10-Q for the quarter ended October 28, 2000; (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 and February 20, 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. 1 4 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; 2 5 - 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, 3 6 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. 4 7 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 ------------------------------------------------------------------------------------------------------------ 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 ------- ------- 711,046 711,046 ------------------------- * Represents beneficial ownership of less than one percent. 5 8 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. 6 9 ================================================================================ 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. 711,046 SHARES OF COMMON STOCK ------------ PROSPECTUS ------------ February __, 2001 ================================================================================ 10 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......... $ 4,867.11 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..................................................... $45,867.11 ========== 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 4.2 Amended and Restated Bylaws of Cisco Systems, Inc., as currently in effect 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 (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. II-1 11 (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 of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 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, we will, unless in the opinion of our 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 of 1933 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 of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934, 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 12 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 21st day of February, 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 February 21, 2001 ------------------------------------------ Director (Principal Executive Officer) John T. Chambers /s/ LARRY R. CARTER Senior Vice President, Finance and February 21, 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 February 21, 2001 ------------------------------------------ John P. Morgridge /s/ DONALD T. VALENTINE Vice Chairman and Director February 21, 2001 ------------------------------------------ Donald T. Valentine /s/ JAMES F. GIBBONS Director February 21, 2001 ------------------------------------------ James F. Gibbons /s/ STEVEN M. WEST Director February 21, 2001 ------------------------------------------ Steven M. West /s/ EDWARD R. KOZEL Director February 21, 2001 ------------------------------------------ Edward R. Kozel II-3 13 SIGNATURES TITLE DATE ---------- ----- ---- /s/ CAROL A. BARTZ Director February 21, 2001 ------------------------------------------ Carol A. Bartz /s/ JAMES C. MORGAN Director February 21, 2001 ------------------------------------------ James C. Morgan /s/ MARY CIRILLO Director February 21, 2001 ------------------------------------------ Mary Cirillo /s/ ARUN SARIN Director February 21, 2001 ------------------------------------------ Arun Sarin /s/ JERRY YANG Director February 21, 2001 ------------------------------------------ Jerry Yang /s/ CARLY FIORINA Director February 21, 2001 ------------------------------------------ CARLY FIORINA II-4 14 INDEX TO EXHIBITS EXHIBIT NUMBER EXHIBIT TITLE ------- ------------- 4.1 Restated Articles of Incorporation of Cisco Systems, Inc., as currently in effect 4.2 Amended and Restated Bylaws of Cisco Systems, Inc., as currently in effect 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)