-----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, MlfqCqjBW9tTGWyrPozZeskRLjrIpOFPEDadxAoG/g4lAXP5iNVY64Tbz+g34kIM dgbXuKYlKWMVufnq3geZLw== 0000891618-98-004356.txt : 19980930 0000891618-98-004356.hdr.sgml : 19980930 ACCESSION NUMBER: 0000891618-98-004356 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 REFERENCES 429: 333-42249 FILED AS OF DATE: 19980929 EFFECTIVENESS DATE: 19980929 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CISCO SYSTEMS INC CENTRAL INDEX KEY: 0000858877 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 770059951 STATE OF INCORPORATION: CA FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-64651 FILM NUMBER: 98717611 BUSINESS ADDRESS: STREET 1: 170 WEST TASMAN DRIVE CITY: SAN JOSE STATE: CA ZIP: 95134-1706 BUSINESS PHONE: 4085264000 MAIL ADDRESS: STREET 1: 225 WEST TASMAN DRIVE CITY: SAN JOSE STATE: CA ZIP: 95134-1706 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on September 29, 1998 Registration No. 333-________________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- CISCO SYSTEMS, INC. (Exact name of issuer as specified in its charter) CALIFORNIA 77-0059951 (State or other jurisdiction IRS Employer Identification No.) of incorporation or organization) 170 WEST TASMAN DRIVE, SAN JOSE, CALIFORNIA 95134-1706 (Address of principal executive offices) (Zip Code) -------------- CISCO SYSTEMS, INC. INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN (Full title of the plans) -------------- JOHN T. CHAMBERS PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR CISCO SYSTEMS, INC. 170 WEST TASMAN DRIVE, SAN JOSE, CALIFORNIA 95134-1706 (Name and address of agent for service) (408) 526-4000 (Telephone number, including area code, of agent for service) -------------- CALCULATION OF REGISTRATION FEE
================================================================================================================ Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Offering Registration Registered Registered(1) per Share(2) Price(2) Fee(2) ----------- ------------- ------------ -------- ------ International Employee Stock Purchase Plan Common Stock 3,000,000 shares N/A N/A N/A Aggregate Filing Fee: N/A ================================================================================================================
(1) This Registration Statement shall also cover any additional shares of Common Stock which become issuable under the Cisco Systems, Inc. (the "Registrant") International Employee Stock Purchase Plan (the "International Purchase Plan") by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant's outstanding shares of Common Stock. (2) The Registrant has previously registered and paid the applicable registration fees for 15,000,000 shares of its Common Stock reserved for issuance under the Registrant's 1989 Employee Stock Purchase Plan (the "U.S. Purchase Plan"), Registration Statement No. 333- 42249 filed with the Securities and Exchange Commission on December 12, 1997. Registrant now intends to use 3,000,000 of such previously-registered shares for issuance to employees of its foreign subsidiaries under the International Plan, which utilizes the same share reserve as the U.S. Plan. Accordingly, pursuant to General Instruction E, because those previously-registered shares are merely being re-allocated to a different Plan, no additional registration fee is due with respect to such shares. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the "Commission"): (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended July 25, 1998 filed with the Commission on September 24, 1998, pursuant to Section 13 of the Securities Exchange Act of 1934 (the "1934 Act"). (b) The Registrant's current reports on Forms 8-K filed with the Commission on August 22, 1997, September 9, 1997, February 11, 1998, April 29, 1998, May 15, 1998, June 11, 1998 and July 9, 1998. (c) The Registrant's Registration Statement No. 0-18225 on Form 8-A filed with the Commission on January 11, 1990, together with Amendment No. 1 on Form 8-A filed with the Commission on February 15, 1990, in which there is described the terms, rights and provisions applicable to the Registrant's outstanding Common Stock. All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities Not Applicable. With respect to securities to be offered to employees of the Registrant or Registrant's Israeli subsidiary, Cisco Systems Israel Limited, which are subject to the securities laws of the State of Israel, the following legend shall apply: THE SECURITIES AUTHORITY OF THE STATE OF ISRAEL HAS EXEMPTED CISCO SYSTEMS, INC. FROM THE REQUIREMENT UNDER ISRAELI LAW TO OBTAIN A PERMIT WITH REGARD TO THIS FORM S-8. NOTHING IN THE EXEMPTION GRANTED SHALL BE CONSTRUED AS AUTHENTICATING THE MATTERS CONTAINED IN THIS FORM S-8 OR AN APPROVAL OF THEIR RELIABILITY OR ACCURACY OR AN EXPRESSION OF AN OPINION AS TO THE QUALITY OF THE SECURITIES OFFERED HEREBY." Item 5. Interests of Named Experts and Counsel Not Applicable. II-1. 3 Item 6. 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, as amended, (the "1933 Act"). The Registrant's Restated Articles of Incorporation, as amended, and Amended and Restated Bylaws provide for indemnification of its directors, officers, employees and other agents to the maximum extent permitted by the California Corporations Code. In addition, the Registrant has entered into Indemnification Agreements with each of its directors and officers. Item 7. Exemption from Registration Claimed Not Applicable. Item 8. Exhibits
Exhibit Number Exhibit -------------- ------- 4.0 Instruments Defining Rights of Shareholders. Reference is made to Registrant's Registration Statement No. 0-18225 on Form 8-A (including the exhibits thereto), together with Amendment No. 1 thereto, which is incorporated herein by reference pursuant to Item 3(c). 5.0 Opinion of Brobeck, Phleger & Harrison LLP. 23.1 Consent of Independent Accountants - PricewaterhouseCoopers LLP. 23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5. 24.0 Power of Attorney. Reference is made to page II-4 of this Registration Statement. 99.1* Cisco Systems, Inc. International Employee Stock Purchase Plan. 99.2* Form of Enrollment/Change Form 99.3* Form of Stock Purchase Agreement
* Incorporated by reference to the Registrant's Form S-8 Registration Statement, Registration No. 333-14661, filed with the Commission on October 23, 1996. Item 9. Undertakings A. The undersigned Registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement (i) to include any prospectus required by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement, and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall 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 1934 Act that are incorporated by reference into the Registration Statement; (2) that for the purpose of determining any liability under the 1933 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 Registrant's International Employee Stock Purchase Plan. II-2. 4 B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is incorporated by reference into 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. C. Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers or controlling persons of the Registrant pursuant to the indemnity provisions summarized in Item 6 or otherwise, the Registrant has been informed that, in the opinion of the Commission, such indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final adjudication of such issue. II-3. 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant 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 25th day of September, 1998. CISCO SYSTEMS, INC. By /s/ John T. Chambers ------------------------------------- John T. Chambers President and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John T. Chambers and Larry R. Carter and each of them acting individually, as such person's true and lawful attorneys-in-fact and agents, each with full power of substitution, for such person, 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 attorneys-in-fact and agents, and each of them, 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 such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes, may 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 by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
Signatures Title Date - ---------- ----- ---- /s/ John T. Chambers President, Chief Executive September 25, 1998 - ----------------------------------------- Officer and Director (Principal John T. Chambers Executive Officer) /s/ Larry R. Carter Senior Vice President, Finance and September 25, 1998 - ---------------------------------------- Administration, Chief Financial Larry R. Carter Officer and Secretary (Principal Financial and Accounting Officer)
II-4. 6
Signatures Title Date - ---------- ----- ---- /s/ John P. Morgridge Chairman of the Board September 25, 1998 - ---------------------------------------- and Director John P. Morgridge /s/ Donald T. Valentine Director September 25, 1998 - ----------------------------------------- Donald T. Valentine /s/ James F. Gibbons Director September 25, 1998 - ----------------------------------------- James F. Gibbons /s/ Robert L. Puette Director September 25, 1998 - ----------------------------------------- Robert L. Puette /s/ Masayoshi Son Director September 25, 1998 - ----------------------------------------- Masayoshi Son /s/ Steven M. West Director September 25, 1998 - ----------------------------------------- Steven M. West /s/ Edward Kozel Director September 25, 1998 - ----------------------------------------- Edward Kozel /s/ Carol Bartz Director September 25, 1998 - ----------------------------------------- Carol Bartz /s/ Arun Sarin Director September 25, 1998 - ----------------------------------------- Arun Sarin
II-5. 7
Signatures Title Date - ---------- ----- ---- /s/ Mary Cirillo Director September 25, 1998 - ----------------------------------------- Mary Cirillo /s/ James C. Morgan Director September 25, 1998 - ----------------------------------------- James C. Morgan
II-6. 8 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 EXHIBITS TO FORM S-8 UNDER SECURITIES ACT OF 1933 CISCO SYSTEMS, INC. II-7. 9 EXHIBIT INDEX
Exhibit Number Exhibit -------------- ------- 4.0 Instruments Defining Rights of Shareholders. Reference is made to Registrant's Registration Statement No. 0-18225 on Form 8-A (including the exhibits thereto), together with Amendment No. 1 thereto, which is incorporated herein by reference pursuant to Item 3(c). 5.0 Opinion of Brobeck, Phleger & Harrison LLP. 23.1 Consent of Independent Accountants - PricewaterhouseCoopers LLP. 23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5. 24.0 Power of Attorney. Reference is made to page II-4 of this Registration Statement. 99.1* Cisco Systems, Inc. International Employee Stock Purchase Plan. 99.2* Form of Enrollment/Change Form 99.3* Form of Stock Purchase Agreement
* Incorporated by reference to the Registrant's Form S-8 Registration Statement, Registration No. 333-14661, filed with the Commission on October 23, 1996. EX-5.0 2 OPINION OF BROBECK, PHLEGER & HARRISON LLP 1 EXHIBIT 5 OPINION OF BROBECK, PHLEGER & HARRISON LLP September 28, 1998 Cisco Systems, Inc. 170 West Tasman Drive San Jose, CA 95134-1706 Re: Cisco Systems, Inc. Registration Statement on Form S-8 for 3,000,000 Shares of Common Stock Ladies and Gentlemen: We have acted as counsel to Cisco Systems Inc., a California corporation (the "Company"), in connection with the registration on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, of an additional 3,000,000 shares of common stock for issuance under the Company's International Employee Stock Purchase Plan (the "International Purchase Plan"). This opinion is being furnished in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K. We have reviewed the Company's charter documents and the corporate proceedings taken by the Company in connection with the establishment and amendment of the International Purchase Plan. Based on such review, we are of the opinion that if, as and when the shares of common stock are issued and sold (and the consideration therefor received) pursuant to the provisions of the International Purchase Plan and in accordance with the Registration Statement, such shares will be duly authorized, legally issued, fully paid and non-assessable. We consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement. This opinion letter is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the International Purchase Plan or the shares of common stock issuable thereunder. Very truly yours, /s/ Brobeck, Phleger & Harrison LLP BROBECK, PHLEGER & HARRISON LLP EX-23.1 3 CONSENT OF INDEPENDENT ACCOUNTANTS 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement on Form S-8 of Cisco Systems, Inc. for the registration of the Cisco Systems, Inc. International Employee Stock Purchase Plan, of our reports dated August 4, 1998, on our audits of the consolidated financial statements and financial statement schedule of Cisco Systems, Inc. as of July 25, 1998 and July 26, 1997, and for the three (3) years ended July 25, 1998, which reports are included in the Company's 1998 Annual Report on Form 10-K, filed with the Securities and Exchange Commission. /s/ PRICEWATERHOUSECOOPERS LLP San Jose, California September 23, 1998 -----END PRIVACY-ENHANCED MESSAGE-----