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As filed with the Securities and Exchange Commission on February 16, 2001
Registration No. 333-________
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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 registrant 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)
ACTIVE VOICE CORPORATION 1988 NON-QUALIFIED STOCK OPTION PLAN
ACTIVE VOICE CORPORATION 1993 STOCK OPTION PLAN
ACTIVE VOICE CORPORATION 1996 STOCK OPTION PLAN
ACTIVE VOICE CORPORATION 1998 STOCK OPTION PLAN
ACTIVE VOICE CORPORATION 2000 STOCK OPTION PLAN
(Full title of the Plan(s))
JOHN T. CHAMBERS
PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR
CISCO SYSTEMS, INC.
300 EAST 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
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Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Amount to be Offering Price per Aggregate Offering Registration
Registered Registered(1) Share(2) Price(3) Fee
Active Voice Corporation 1988
Non-Qualified Stock Option Plan
Common Stock, $0.001 par value 10,430 shares $13.101 $ 136,646.02 $ 34.16
Active Voice Corporation 1993
Stock Option Plan
Common Stock, $0.001 par value 174,339 shares $22.668 $ 3,951,880.03 $ 987.97
Active Voice Corporation 1996
Stock Option Plan
Common Stock, $0.001 par value 297,048 shares $20.516 $ 6,094,343.80 $1,523.59
Active Voice Corporation 1998
Stock Option Plan
Common Stock, $0.001 par value 1,208,519 shares $24.304 $29,371,601.09 $7,342.90
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Active Voice Corporation 2000
Stock Option Plan
Common Stock, $0.001 par value 34,776 shares $29.023 $ 1,009,316.78 $ 252.33
Total: 1,725,112 Aggregate Registration Fee $10,140.95
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Active Voice Corporation 1988
Non-qualified Stock Option Plan, 1993 Stock Option Plan, 1996 Stock Option
Plan, 1998 Stock Option Plan, and 2000 Stock Option Plan, by reason of any
stock dividend, stock split, recapitalization or other similar transaction
effected without the Registrant's receipt of consideration which results in
an increase in the number of the outstanding shares of Registrant's Common
Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the weighted average
exercise price of the outstanding options and rounded down to the nearest
one tenth of one cent.
(3) The actual aggregate offering price based on the actual weighted average
exercise price per share.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Cisco Systems, Inc. (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 29, 2000 filed with the Commission on September 29,
2000, pursuant to Section 13 of the Securities Exchange Act of
1934, as amended (the " 1934 Act");
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended October 28, 2000 filed with the Commission on
December 12, 2000;
(c) The Registrant's Current Reports on Form 8-K filed with the
Commission on December 15, 1999 (as amended on Form 8-K/A filed
with the Commission on February 3, 2000 and 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,
November 15, 2000, December 19, 2000, December 21, 2000, December
27, 2000, February 7, 2001, and February 8, 2001;
(d) The Registrant's Registration Statement No. 000-18225 on Form 8-A
filed with the Commission on January 11, 1990, together with
Amendment No. 1 on Form 8-A/A filed with the Commission on
February 15, 1990, and including any other amendments or reports
filed for the purpose of updating such description, in which
there is described the terms, rights and provisions applicable to
the Registrant's Common Stock, and;
(e) The Registrant's Registration Statement No. 000-18225 on Form 8-A
filed with the Commission on June 11, 1998, including any
amendments or reports filed for the purpose of updating such
description, in which there is described the terms, rights and
provisions applicable to the Registrant's Preferred Stock
Purchase Rights.
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 de-registers 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 herein or 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.
Item 5. Interests of Named Experts and Counsel
Not applicable.
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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 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
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4 Instruments Defining the Rights of Stockholders. Reference
is made to Registrant's Registration Statement No. 000-18225
on Form 8-A, together with the amendments and exhibits
thereto, which are incorporated herein by reference pursuant
to Items 3(d) and 3(e).
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of PricewaterhouseCoopers L.L.P., Independent
Accountants.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 Active Voice Corporation 1988 Non-qualified Stock Option
Plan.
99.2 Active Voice Corporation 1993 Stock Option Plan.
99.3 Active Voice Corporation 1996 Stock Option Plan.
99.4 Active Voice Corporation 1998 Stock Option Plan.
99.5 Active Voice Corporation 2000 Stock Option Plan.
99.6 Cisco Systems, Inc. form of Stock Option Assumption
Agreement - Full Acceleration.
99.7 Cisco Systems, Inc. form of Stock Option Assumption
Agreement - Partial Acceleration.
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 this 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 this
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 clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses 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 this 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 Active Voice
Corporation 1988 Non-qualified Stock Option Plan, 1993 Stock Option Plan, 1996
Stock Option Plan, 1998 Stock Option Plan, and 2000 Stock Option Plan.
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 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.
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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 indemnification provisions summarized in Item 6 or
otherwise, the Registrant has been advised 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.
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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-8, 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
15th day of February, 2001.
CISCO SYSTEMS, INC.
By: /s/ JOHN T. CHAMBERS
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John T. Chambers
President, Chief Executive Officer and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints John T. Chambers and Larry R.
Carter, and each of them, as such person's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such person and
in such person's 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 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 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 the Registrant and in the capacities and on the dates
indicated:
SIGNATURE TITLE DATE
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/s/ JOHN T. CHAMBERS President, Chief Executive Officer February 15, 2001
--------------------------------- and Director (Principal Executive
John T. Chambers Officer)
/s/ LARRY R. CARTER Senior Vice President, Finance and February 15, 2001
--------------------------------- Administration, Chief Financial
Larry R. Carter Officer, Secretary and Director
(Principal Financial and Accounting
Officer)
/s/ JOHN P. MORGRIDGE Chairman of the Board and Director February 15, 2001
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John P. Morgridge
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SIGNATURE TITLE DATE
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/s/ DONALD T. VALENTINE Vice Chairman of the Board and February 15, 2001
--------------------------------- Director
Donald T. Valentine
/s/ JAMES F. GIBBONS Director February 15, 2001
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James F. Gibbons
/s/ STEVEN M. WEST Director February 15, 2001
---------------------------------
Steven M. West
/s/ EDWARD R. KOZEL Director February 15, 2001
---------------------------------
Edward R. Kozel
/s/ CAROL A. BARTZ Director February 15, 2001
---------------------------------
Carol A. Bartz
/s/ JAMES C. MORGAN Director February 15, 2001
---------------------------------
James C. Morgan
/s/ MARY CIRILLO Director February 15, 2001
---------------------------------
Mary Cirillo
/s/ ARUN SARIN Director February 15, 2001
---------------------------------
Arun Sarin
/s/ JERRY YANG Director February 15, 2001
---------------------------------
Jerry Yang
/s/ CARLY FIORINA Director February 15, 2001
---------------------------------
Carly Fiorina
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
CISCO SYSTEMS, INC.
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EXHIBIT INDEX
Exhibit Number Exhibit
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4 Instruments Defining the Rights of Stockholders. Reference
is made to Registrant's Registration Statement No. 000-18225
on Form 8-A, together with the amendments and exhibits
thereto, which are incorporated herein by reference pursuant
to Items 3(d) and 3(e).
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of PricewaterhouseCoopers L.L.P., Independent
Accountants.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 Active Voice Corporation 1988 Non-qualified Stock Option
Plan.
99.2 Active Voice Corporation 1993 Stock Option Plan.
99.3 Active Voice Corporation 1996 Stock Option Plan.
99.4 Active Voice Corporation 1998 Stock Option Plan.
99.5 Active Voice Corporation 2000 Stock Option Plan.
99.6 Cisco Systems, Inc. form of Stock Option Assumption
Agreement - Full Acceleration.
99.7 Cisco Systems, Inc. form of Stock Option Assumption
Agreement - Partial Acceleration.