Cisco Systems, Inc. – ‘S-8’ on 5/2/00

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to            7     38K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-5        Opinion re: Legality                                   1      8K 
 3: EX-23.1     Consent of Experts or Counsel                          1      7K 
 4: EX-99.1     Miscellaneous Exhibit                                 15     63K 
 5: EX-99.2     Miscellaneous Exhibit                                 21     74K 
 6: EX-99.3     Miscellaneous Exhibit                                  4     17K 

S-8   —   Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan
Document Table of Contents

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             As filed with the Securities and Exchange Commission on May 2, 2000
                                                   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 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)

 -------------------

 GROWTH NETWORKS, INC.

 1999 STOCK 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

                                                        [Enlarge/Download Table]

 ============================================================================================================== 

                                                                  Proposed          Proposed                    
            Title of                                              Maximum           Maximum                     
           Securities                            Amount           Offering         Aggregate         Amount of  
              to be                              to be             Price            Offering       Registration 
           Registered                        Registered(1)       per Share           Price              Fee     
           ----------                        --------------      ----------     ---------------    ------------ 
                                                                                                                
 Growth Networks, Inc. 1999 Stock Plan       115,058 shares      $42.78(2)      $ 4,922,182(2)      $ 1,299.46  
 Common Stock, par value $0.01                                                                                  

 ===============================================================================================================

(1)   This Registration Statement shall also cover any additional shares of Registrant's Common Stock which     
      become issuable under the Growth Networks, Inc. 1999 Stock 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 Registrant's outstanding shares of 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.                  

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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 31, 1999, filed with the Commission on September 28,
       1999, as amended on Form 10-K405/A filed with the Commission on
           February 3, 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 30, 1999, filed with the Commission on
   December 14, 1999, as amended on Form 10-Q/A filed with the
      Commission on February 3, 2000, and the Registrant's Quarterly
         Report on Form 10-Q for the fiscal quarter ended January 29, 2000
filed with the Commission on March 14, 2000;            

(c)   The Registrant's Current Reports on Form 8-K filed with the   
     Commission on March 16, 2000, March 27, 2000, March 28, 2000,
and April 3, 2000;                                      

   (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 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                                                                

                                                                [Download Table]


Exhibit                                                                       
Number      Exhibit                                                           
-------     -------                                                           
                                                                              
  4         Instruments Defining the Rights of Stockholders. Reference is made
            to Registrant's Registration Statements 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 LLP, 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       Growth Networks, Inc. 1999 Stock Plan                             

 99.2       Form of Stock Option Agreement.                                   

 99.3       Form of Option Assumption Agreement.                              

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 Growth Networks, 
Inc. 1999 Stock 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 2nd day   
of May, 2000.                                                                   

                       CISCO SYSTEMS, INC.

                            By: /s/ John T. Chambers
                                            ----------------------------------
                                    John T. Chambers
                                                 President and Chief Executive
                           Officer

 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:      

                                                                [Download Table]


Signature                              Title                           Date    
---------                              -----                           ----    
                                                                               
/s/ John T. Chambers           President, Chief Executive           May 2, 2000
-----------------------------  Officer and Director                            
John T. Chambers               (Principal Executive Officer)                   

/s/ Larry R. Carter            Senior Vice President, Finance       May 2, 2000
-----------------------------  and Administration, Chief Financial             
Larry R. Carter                Officer and Secretary                           
                               (Principal Financial and Accounting             
                               Officer)                                        

/s/ John P. Morgridge          Chairman of the Board and            May 2, 2000
-----------------------------  Director                                        
John P. Morgridge                                                              

/s/ Donald T. Valentine        Vice Chairman of the Board and       May 2, 2000
-----------------------------  Director                                        
Donald T. Valentine                                                            

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                                                                [Download Table]

                                                       
                               Director  May_____, 2000
-----------------------------                          
James F. Gibbons                                       

/s/ Steven M. West             Director  May 2, 2000   
-----------------------------                          
Steven M. West                                         

/s/ Edward R. Kozel            Director  May 2, 2000   
-----------------------------                          
Edward R. Kozel                                        

/s/ Carol A. Bartz             Director  May 2, 2000   
-----------------------------                          
Carol A. Bartz                                         

/s/ James C. Morgan            Director  May 2, 2000   
-----------------------------                          
James C. Morgan                                        

/s/ Mary Cirillo               Director  May 2, 2000   
-----------------------------                          
Mary Cirillo                                           

                               Director  May_____, 2000
-----------------------------                          
Arun Sarin                                             

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 EXHIBIT INDEX

                                                                [Download Table]


Exhibit                                                                       
Number      Exhibit                                                           
-------     -------                                                           
                                                                              
  4         Instruments Defining the Rights of Stockholders. Reference is made
            to Registrant's Registration Statements 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 LLP, 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       Growth Networks, Inc. 1999 Stock Plan.                            

 99.2       Form of Stock Option Agreement.                                   

 99.3       Form of Option Assumption Agreement.                              

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		5/2/00		1		6			S-3,  S-8
		4/3/00		2					8-K,  S-4MEF
		3/28/00		2					8-K
		3/27/00		2					8-K
		3/16/00		2					8-K
		3/14/00		2					10-Q
		2/3/00		2					10-K405/A,  10-Q/A,  8-K/A
		1/29/00		2					10-Q
		12/14/99		2					10-Q,  8-K,  8-K/A
		10/30/99		2					10-Q,  10-Q/A
		9/28/99		2					10-K405
		7/31/99		2					10-K405,  10-K405/A
		6/11/98		2					8-A12G,  8-K
									List all Filings