1 As filed with the Securities and Exchange Commission on _________, 1998 Registration No. 333-42249 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------- POST-EFFECTIVE AMENDMENT NO. 1 TO 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. EMPLOYEE STOCK PURCHASE PLAN (Full title of the plan) ----------- 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) ----------- This Post-Effective Amendment No. 1 to the Registration Statement shall hereafter become effective in accordance with the provisions of Section 8(c) of the Securities Act of 1933. - -------------------------------------------------------------------------------- RE-ALLOCATION On December 12, 1997, Cisco Systems, Inc. (the "Registrant") registered on a Form S-8 Registration Statement with the Securities and Exchange Commission (the "Commission"), Registration Number 333-42249, 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"). The Registrant now intends to use 3,000,000 of such registered shares for issuance to employees of its foreign subsidiaries under the Registrant's International Employee Stock Purchase Plan (the "International Purchase Plan"). Registrant's U.S. Purchase Plan and International Purchase Plan utilize the same share reserve. Accordingly, Registrant is hereby re-allocating 3,000,000 of the previously-registered shares under its U.S. Purchase Plan, with such re-allocation to be effective immediately upon the filing of this Post-Effective Amendment. Registrant shall re-register said 3,000,000 shares under the International Purchase Plan on a new Form S-8 Registration Statement. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Registrant also hereby amends Item 4 of Registrant's Form S-8 Registration Statement (Registration Number 333- 42249, filed with the Commission on December 12, 1997) in its entirety to read as follows: "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." 2. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 25th day of September, 1998. CISCO SYSTEMS, INC. By * /s/ John T. Chambers ----------------------------------------------- John T. Chambers President, Chief Executive Officer and Director Pursuant to the requirements of the 1933 Act, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signatures Title Date - ----------- ------ ----- * /s/ John T. Chambers President, Chief Executive Officer September 25, 1998 - ---------------------------------- and Director (Principal Executive Officer) John T. Chambers * /s/ Larry R. Carter Senior Vice President, Finance and September 25, 1998 - ---------------------------------- Administration, Chief Financial Officer Larry R. Carter and Secretary (Principal Financial and Accounting Officer) * /s/ John P. Morgridge Chairman of the Board September 25, 1998 - ---------------------------------- 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 [no signature] Director September 25, 1998 - ---------------------------------- Mary Cirillo [no signature] Director September 25, 1998 - ---------------------------------- James C. Morgan * By /s/ Larry R. Carter September 25, 1998 ---------------------------- Larry R. Carter Attorney-in-Fact 3.