Cisco Systems, Inc. Form S-8 POS
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As filed with the Securities and Exchange Commission on August 20, 2002

Registration No. 333-42249


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


POST-EFFECTIVE AMENDMENT NO. 3
TO
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
of incorporation or organization)
  (IRS Employer Identification No.)

170 West Tasman Drive,
San Jose, California 95134-1706

(Address of principal executive offices) (Zip Code)

CISCO SYSTEMS, INC. 1997 SUPPLEMENTAL STOCK INCENTIVE PLAN

(Full title of the Plans)


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)


This Post-Effective Amendment No. 3 to the Registration Statement shall hereafter become effective in accordance with the provisions of Section 8(c) of the Securities Act of 1933, as amended.


DE-REGISTRATION

On December 15, 1997, Cisco Systems, Inc. (the “Registrant”) registered 45,000,000 shares (5,000,000 shares prior to adjustment for the following forward splits of the Common Stock: (i) the 3-for-2 split effected on December 16, 1997, (ii) the 3-for-2 split effected on September 15, 1998, (iii) the 2-for-1 split effected on June 21, 1999, and (iv) the 2-for-1 split effected on March 22, 2000) of its Common Stock reserved for issuance under its 1997 Supplemental Stock Incentive Plan (the “Plan”) on a Form S-8 Registration Statement, Registration No. 333-42249 filed with the Securities and Exchange Commission (the “Commission”).

The Registrant has determined that not all of the registered shares will in fact be issued under the Plan and is hereby de-registering 36,000,000 of the previously-registered shares, with such de-registration to be effective immediately upon the filing of this Post-Effective Amendment No. 3.



 


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SIGNATURES


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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 20th day of August, 2002.

     
  Cisco Systems, Inc.
 
  By:   * /s/    John T. Chambers

John T. Chambers
President, Chief Executive Officer and Director

                    Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 3 to the 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

 
 
* /s/    John T. Chambers
John T. Chambers
  President, Chief Executive Officer and Director (Principal Executive Officer)   August 20, 2002
 
* /s/    Larry R. Carter
Larry R. Carter
  Senior Vice President, Finance and Administration, Chief Financial Officer, Secretary and Director (Principal Financial and Accounting Officer)   August 20, 2002
 
* /s/    John P. Morgridge
John P. Morgridge
  Chairman of the Board and Director   August 20, 2002
 
* /s/    Donald T. Valentine
Donald T. Valentine
  Vice Chairman of the Board and Director   August 20, 2002
 
* /s/    Carol A. Bartz
Carol A. Bartz
  Director   August 20, 2002
 

Carleton S. Fiorina
  Director   August 20, 2002

 


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Signature   Title   Date

 
 
* /s/    Dr. James F. Gibbons
Dr. James F. Gibbons
  Director   August 20, 2002
 
 
John L. Hennessy
  Director   August 20, 2002
 
 
James C. Morgan
  Director   August 20, 2002
 
 
Arun Sarin
  Director   August 20, 2002
 
* /s/    Steven M. West
Steven M. West
  Director   August 20, 2002
 
 
Jerry Yang
  Director   August 20, 2002
 
 
* By  /s/    Larry R. Carter    

Larry R. Carter
Attorney-in-Fact