Cisco Systems, Inc. – ‘424A’ on 2/11/00

On:  Friday, 2/11/00   ·   Accession #:  891618-0-728   ·   File #:  333-94365

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Prospectus   —   Rule 424(a)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424A        Prospectus Supplement Filed Pursuant to Rule 424A      6     23K 

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424A
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                                                   Filed Pursuant to Rule 424(a)
                                                           File Number 333-94365

THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS   
IS NOT COMPLETE AND MAY BE CHANGED. THIS PROSPECTUS SUPPLEMENT AND THE          
ACCOMPANYING PROSPECTUS ARE NOT AN OFFER TO SELL THESE SECURITIES AND ARE NOT   
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER 
OR SALE IS NOT PERMITTED.                                                       

 SUBJECT TO COMPLETION
 PRELIMINARY PROSPECTUS SUPPLEMENT DATED FEBRUARY 11, 2000

PROSPECTUS SUPPLEMENT                                                           
(TO PROSPECTUS DATED FEBRUARY 11, 2000)                                         

_____________ SHARES

 CISCO SYSTEMS, INC.

COMMON STOCK

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

A Cisco shareholder is selling all of the shares. The underwriter is  
offering __________ shares in the U.S. and Canada.                              

The shares are quoted on the Nasdaq National Market under the symbol  
"CSCO." On February 7, 2000, the average of the high and low price for the      
Common Stock was $123.97.                                                       

 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 REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND 
THE ACCOMPANYING PROSPECTUS FOR CERTAIN RISKS AND UNCERTAINTIES THAT YOU SHOULD 
CONSIDER. THESE INCLUDE THE RISKS IDENTIFIED ON PAGES 6 THROUGH 12 OF OUR MOST  
RECENTLY FILED FORM 10-K/A, ON PAGES 9 THROUGH 17 OF OUR 8-K/A FILED ON FEBRUARY
3, 2000 AND ON PAGES 21 THROUGH 36 OF OUR MOST RECENTLY FILED FORM 10-Q/A.      
FUTURE REPORTS THAT WE FILE WITH THE SECURITIES AND EXCHANGE COMMISSION MAY     
CONTAIN ADDITIONAL RISK FACTORS OR MODIFICATIONS TO EXISTING RISK FACTORS. YOU  
SHOULD ALSO CONSIDER THESE RISKS AND UNCERTAINTIES.                             

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

 Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete.   
Any representation to the contrary is a criminal offense.                       

The underwriter has agreed to purchase the shares from the selling    
shareholder at a price of $___ per share less a discount of $___ per share. The 
proceeds to the selling shareholder from the sale will be $_____. We will not   
receive any of the proceeds from the sale of the shares.                        

   The underwriter proposes to offer the shares of common stock from time to
time for sale in negotiated transactions or otherwise, at market prices         
prevailing at the time of sale, at prices related to such prevailing market     
prices or at negotiated prices.                                                 

The shares will be ready for delivery on or about ________, 2000.     

------------------- 
MERRILL LYNCH & CO. 
------------------- 

The date of this prospectus supplement is ________, 2000. 

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 TABLE OF CONTENTS

 PROSPECTUS SUPPLEMENT

                                                                [Download Table]

                                                                            PAGE
                                                                            ----
                                                                                
Underwriting.................................................................S-X
Legal Matters................................................................S-X
Experts......................................................................S-X

                                   PROSPECTUS                                   

Where You Can Find More Information............................................3
The Company....................................................................4
Plan of Distribution...........................................................4
Selling Shareholder............................................................6
Legal Matters..................................................................7
Experts........................................................................7

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

You should rely only on the information contained or incorporated by  
reference in this prospectus supplement and the accompanying prospectus. We have
not, and the underwriter has not, authorized any other person to provide you    
with different information. If anyone provides you with different or            
inconsistent information, you should not rely on it. We are not, and the        
underwriter is not, making an offer to sell these securities in any jurisdiction
where the offer or sale is not permitted. You should assume that the information
appearing in this prospectus supplement, the accompanying prospectus and the    
documents incorporated by reference is accurate only as of their respective     
dates. Our business, financial condition, results of operations and prospects   
may have changed since those dates.                                             

Capitalized terms used in this prospectus supplement but not otherwise
defined shall have the meanings assigned to them in the accompanying prospectus.

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UNDERWRITING

GENERAL                                                                         

     Subject to the terms and conditions set forth in a purchase agreement among
us, the selling shareholder and Merrill Lynch, Pierce, Fenner & Smith           
Incorporated, the selling shareholder has agreed to sell to the underwriter, and
the underwriter has agreed to purchase from the selling shareholder __________  
shares of our common stock.                                                     

     In the purchase agreement, the underwriter has agreed, subject to the terms
and conditions set forth in the agreement, to purchase all of the shares of our 
common stock being sold pursuant to the agreement if any of the shares of Cisco 
common stock being sold under the agreement are purchased. The offering of the  
shares is contingent upon the closing of the Transaction.                       

 We and the selling shareholder have agreed to indemnify the underwriter
against liabilities, including liabilities under the Securities Act, or to      
contribute to payments the underwriter may be required to make in respect of    
those liabilities.                                                              

     The underwriter is offering the shares, subject to prior sale, when, as and
if issued to and accepted by it, subject to approval of legal matters by its    
counsel and certain other conditions, including the validity of the shares,     
contained in the purchase agreement, such as the receipt by the underwriter of  
an officer's certificate. The underwriter reserves the right to withdraw, cancel
or modify offers to the public and to reject orders in whole or in part.        

     The underwriter has advised us and the selling shareholder that it proposes
to offer the shares from time to time for sale in negotiated transactions or    
otherwise, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices.                          

The underwriter has agreed to purchase the shares from the selling    
shareholder at a price of $___ per share less a discount of $___ per share.     

   The expenses of the offering are estimated at $ ___________. We will also
bear up to $20 million of the commissions and discounts attributable to the sale
of the shares.                                                                  

QUOTATION ON THE NASDAQ NATIONAL MARKET                                         

The shares are quoted on the Nasdaq National Market under the symbol  
"CSCO."                                                                         

SHORT POSITIONS                                                                 

    Until the distribution of the shares is completed, SEC rules may limit the
underwriter and some other persons involved in the distribution from bidding for
and purchasing our common stock.                                                

If the underwriter creates a short position in the common stock in    
connection with the offering, i.e., if it sells more shares than are listed on  
the cover of this prospectus, the underwriter may reduce that short position by 
purchasing shares in the open market. Purchases of the common stock to reduce a 
short position may cause the price of the common stock to be higher than it     
might be in the absence of such purchases.                                      

Neither we, the selling shareholder nor the underwriter makes any     
representation or prediction as to the direction or magnitude of any effect that
the transactions described above may have on the price of the common stock. In  
addition, neither we, the selling shareholder nor the underwriter makes any     
representation that the underwriter will engage in these transactions or that   
these transactions, if commenced, will not be discontinued without notice.      

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OTHER RELATIONSHIPS                                                             

   Merrill Lynch International is acting as the financial advisor to Pirelli
S.p.A. in the Transaction, for which it has received customary fees and         
commissions. In addition, the underwriter and its affiliates have engaged in,   
and may in the future engage in, investment banking and other commercial        
dealings in the ordinary course of business with us. They have received         
customary fees and commissions for these transactions.                          

SELLING RESTRICTIONS                                                            

   In the United Kingdom, the shares will only be available for subscription
pursuant to the offering to persons whose ordinary activities involve them in   
acquiring, holding, managing or disposing of investments (as principal or agent)
for the purposes of their businesses or otherwise in circumstances that do not, 
and will not, constitute an offer to the public in the United Kingdom within the
meaning of the Public Offers of Securities Regulations 1995. This document is   
being distributed on the basis that each person in the United Kingdom to whom   
this document is issued is a person who is of a kind described in Article 11(3) 
of the Financial Services Act 1986 (Investment Advertisements) (Exemptions)     
Order 1996 and, accordingly, by accepting delivery of this document the         
recipient warrants and acknowledges that it is a person falling within that     
Article.                                                                        

   In Italy, this document has not been submitted to the clearance procedure
of Commissione Nazionale per la Societa e la Borsa ("CONSOB") and, therefore,   
the shares may not be offered, sold or delivered, nor may copies of this        
document or of any other document relating to the shares be distributed, in     
Italy, except to professional investors ("operatori qualificati"), as defined in
Article 31.2 of CONSOB Regulation No. 11522 of July 1, 1998.                    

    The shares may be offered and sold in the Federal Republic of Germany only
in accordance with the provisions of the Securities Sales Prospectus Act of the 
Federal Republic of German (Wertpapier-Verkaufsprospektgesetz) and any other    
applicable German law. Consequently, in Germany, the shares will only be        
available to persons who by profession or by trade business buy or sell         
securities for their own or a third party's account.                            

    In France, the shares may not be directly or indirectly offered or sold to
the public, and offers and sales of the shares will only be made in France to   
qualified investors or to a close circle of investors, in accordance with       
Article 6-II of Ordinance no. 67-833 dated September 28, 1967, as amended, and  
Decree no. 98-880 dated October 1, 1998. Accordingly, this document has not been
submitted to the Commission des Operations de Bourse. Neither this document nor 
any other offering material may be distributed to the public in France.         

  The shares may not be offered or sold directly or indirectly by way of a
public offering in Belgium. Consequently, in Belgium, the shares will only be   
available for subscription pursuant to the offering to registered Belgian credit
institutions, European Economic Area banks having a branch in Belgium,          
registered Belgian stockbroking companies, investment funds registered with the 
Belgian Banking and Finance Commission or insurance companies and pension funds 
registered with the Belgian Insurance Control Authority, provided in each case  
that these institutions are investing for their own account.                    

The shares may be offered and sold in the Republic of Ireland only to 
persons in context of their trades, professions or occupations or otherwise in  
circumstances that have not resulted, and will not result, in an offer to the   
public in the Republic of Ireland to which the European Communities             
(Transferable Securities and Stock Exchange) Regulations, 1992 of Ireland would 
apply.                                                                          

     This document has not and will not be registered with the Swedish Financial
Supervisory Authority. Accordingly, this document may not be made available, nor
may the shares otherwise be marketed and offered for sale, in Sweden under the  
Financial Instruments Trading Act (1991:980).                                   

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LEGAL MATTERS 

    The validity of the common stock offered hereby will be passed upon for us
by Brobeck, Phleger & Harrison LLP, Palo Alto, California. Certain legal matters
in connection with this offering will be passed upon for the underwriter by     
Latham & Watkins, New York, New York.                                           

 EXPERTS

   The consolidated financial statements of Cisco Systems, Inc. incorporated
in this prospectus by reference to the Annual Report on Form 10-K/A for the year
ended July 31, 1999 and supplementary consolidated financial statements as of   
July 31, 1999 and July 25, 1998 and for each of the three years in the period   
ended July 31, 1999 incorporated in this prospectus by reference to the Current 
Report on Form 8-K/A filed February 3, 2000, have been so incorporated in       
reliance on the reports of PricewaterhouseCoopers LLP, independent accountants, 
given on the authority of said firm as experts in accounting and auditing.      

   PricewaterhouseCoopers LLP ("PWC"), Cisco's independent accountants, have
notified Cisco 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 independence guidelines. PWC has advised Cisco that     
Cisco is one of the companies affected by such discussions. Cisco is not        
involved in the discussions between the Securities and Exchange Commission and  
PWC and cannot predict the result of those discussions.                         

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

 ______________ SHARES

 CISCO SYSTEMS, INC.

COMMON STOCK

----------------------------
PROSPECTUS SUPPLEMENT 
----------------------------

 MERRILL LYNCH & CO.

 _________, 2000

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘424A’ Filing		Date		First		Last			Other Filings
Filed on:		2/11/00		1					424B3
		2/7/00		1					424B3,  S-4
		2/3/00		1		5			10-K405/A,  10-Q/A,  8-K/A
		7/31/99		5					10-K405,  10-K405/A
		10/1/98		4
		7/25/98		5					10-K
		7/1/98		4
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