Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IG6k19DhfD9atwcPkrbo6Kels8LbVs6NOZF4Yucse7SRo7rbo8iXfghsHgMoRU/J shw4+hKVIZW/EKUbUdbylw== 0001193125-06-031353.txt : 20060214 0001193125-06-031353.hdr.sgml : 20060214 20060214155348 ACCESSION NUMBER: 0001193125-06-031353 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 GROUP MEMBERS: CISCO SYSTEMS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CBEYOND COMMUNICATIONS INC CENTRAL INDEX KEY: 0001205727 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81488 FILM NUMBER: 06614683 BUSINESS ADDRESS: STREET 1: 320 INTERSTATE NORTH PARKWAY SE STREET 2: SUITE 300 CITY: ATLANTA STATE: GA ZIP: 30339 BUSINESS PHONE: 678-424-2400 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Cisco Systems Capital CORP CENTRAL INDEX KEY: 0001316387 IRS NUMBER: 770440621 STATE OF INCORPORATION: NV FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 170 WEST TASMAN DRIVE CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 408-526-4000 MAIL ADDRESS: STREET 1: 170 WEST TASMAN DRIVE CITY: SAN JOSE STATE: CA ZIP: 95134 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

CBEYOND COMMUNICATIONS, INC.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

149847 10 5

(CUSIP Number)

December 31, 2005

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 149847 10 5		SCHEDULE 13G		Page 2 of 6 Pages


1		NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) *Cisco Systems Capital Corporation (“CSCC***”) I.R.S. Identification No. 77-0440621
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION State of Nevada

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

6 SHARED VOTING POWER

1,797,998 (1)

7 SOLE DISPOSITIVE POWER

8 SHARED DISPOSITIVE POWER

1,797,998 (1)


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,797,998 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.0%*
12	TYPE OF REPORTING PERSON CO

(1)	Shared with Cisco (defined below) solely by virtue of the fact that CSCC is a wholly owned subsidiary of Cisco.

*	Based on 25,843,965 shares of the Issuer’s common stock outstanding as of November 30, 2005, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on December 8, 2005.


CUSIP No. 149847 10 5		SCHEDULE 13G		Page 3 of 6 Pages


1		NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) *Cisco Systems, Inc. (“Cisco***”) I.R.S. Identification No. 77-0059951
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION State of California

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

6 SHARED VOTING POWER

1,797,998 (2)

7 SOLE DISPOSITIVE POWER

8 SHARED DISPOSITIVE POWER

1,797,998 (2)


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,797,998 (2)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.0%*
12	TYPE OF REPORTING PERSON CO

(2)	Shared with CSCC, solely by virtue of the fact that CSCC, the record holder of these shares, is a wholly owned subsidiary of Cisco. Cisco disclaims beneficial ownership of the shares pursuant to Rule 13d-4.

*	Based on 25,843,965 shares of the Issuer’s common stock outstanding as of November 30, 2005, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on December 8, 2005.


CUSIP No. 149847 10 5		SCHEDULE 13G		Page 4 of 6 Pages

Item 1

(a)

Name of Issuer:

Cbeyond Communications, Inc.

Item 1

(b)

Address of Issuer’s Principal Executive Offices:

320 Interstate North Parkway, Suite 300, Atlanta, Georgia 30339

Item 2

(a)

Name of Person Filing:

(i) Cisco Systems Capital Corporation

(ii) Cisco Systems, Inc.

Item 2

(b)

Address of Principal Business Office or, if None, Residence

(i) 170 West Tasman Drive, San Jose, California 95134

(ii) 170 West Tasman Drive, San Jose, California 95134

Item 2

(c)

Citizenship:

(i) State of Nevada

(ii) State of California

Item 2

(d)

Title of Class of Securities:

Common Stock, $0.01 par value per share

Item 2

(e)

CUSIP Number:

149847 10 5

Item 3.

Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c):

Not applicable.


CUSIP No. 149847 10 5		SCHEDULE 13G		Page 5 of 6 Pages



Item 4.	Ownership

	(a)	Amount Beneficially Owned:

		1,797,998 shares. CSCC is the record holder of all 1,797,998 shares of the Issuer. Cisco owns 100% of the issued and outstanding capital stock of CSCC.

	(b)	Percent of Class:

		7.0%*

	(c)	Number of shares as to which such person has:

		(i)	sole power to vote or direct the vote:

			0

		(ii)	shared power to vote or direct the vote:

			1,797,998**

		(iii)	sole power to dispose or to direct the disposition of:

			0

		(iv)	shared power to dispose or to direct the disposition of:

			1,797,998**

Item 5.	Ownership of Five Percent or Less of a Class

	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ¨

Item 6.	Ownership of More Than Five Percent on Behalf of Another Person

	Not applicable.

Item 7.	Identification and Classification of Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

	Not applicable.

Item 8.	Identification and Classification of Members of the Group

	Not applicable.

Item 9.	Notice of Dissolution of Group

	Not applicable.

Item 10.	Certifications

	Not applicable.

*	Based on 25,843,965 shares of the Issuer’s common stock outstanding as of November 30, 2005, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on December 8, 2005.

**	Shared with CSCC, solely by virtue of the fact that CSCC, the record holder of these shares, is a wholly owned subsidiary of Cisco. Cisco disclaims beneficial ownership of the shares pursuant to Rule 13d-4.


CUSIP No. 149847 10 5		SCHEDULE 13G		Page 6 of 6 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Dated: February 14, 2006	CISCO SYSTEMS CAPITAL CORPORATION

	By:	/s/ David Rogan
	Name:	David Rogan
	Title:	President


Dated: February 14, 2006	CISCO SYSTEMS, INC.

	By:	/s/ Betsy Rafael
	Name:	Betsy Rafael
	Title:	Vice President, Corporate Controller and Principal Accounting Officer

EXHIBIT INDEX


Exhibit		Title
A		Joint Filing Agreement dated February 14, 2006 among the reporting persons

EX-99.1(A) 2 dex991a.htm JOINT FILING AGREEMENT Joint Filing Agreement

JOINT FILING AGREEMENT

In accordance with Rule 13(d)-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of the attached statement on Schedule 13G and to all amendments to such statement.

IN WITNESS WHEREOF, the undersigned hereby execute this agreement on February 14, 2006.


CISCO SYSTEMS CAPITAL CORPORATION

By:		/s/ David Rogan
		David Rogan
		President

CISCO SYSTEMS, INC.

By:		/s/ Betsy Rafael
		Betsy Rafael
		Vice President, Corporate Controller and Principal Accounting Officer

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