Securities Registration: Employee Benefit Plan (s-8)
April 02 2021 - 3:03PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on April 2,
2021
Registration
No. 333-
UNITED STATES
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)
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Delaware
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77-0059951
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(State or Other Jurisdiction
of Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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170 West Tasman Drive
San Jose, California 95134-1706
(Address of Principal Executive Offices) (Zip Code)
Cisco Systems, Inc. 2005 Stock Incentive Plan
(Full Title of the Plan)
Evan Sloves
Secretary
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)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF
REGISTRATION FEE
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Title of Securities
To Be Registered
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Amount
To Be
Registered (1)
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, $0.001 par value per share
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95,975,000
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$51.60 (2)
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$4,952,310,000 (2)
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$540,297.03 (2)
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(1)
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This Registration Statement shall also cover any additional shares of the Registrants common stock that
become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrants receipt of consideration which results in
an increase in the number of the outstanding shares of the Registrants common stock.
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(2)
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Calculated solely for the purposes of this offering under Rule 457(c) and (h) of the Securities Act of
1933, as amended, on the basis of the average of the high and low prices of the Registrants common stock as reported on The Nasdaq Stock Market LLC on March 26, 2021.
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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):
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(a)
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The Registrants Annual Report on Form
10-K for the fiscal year ended July 25, 2020, filed with the Commission on September 3, 2020, pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the Exchange
Act);
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(b)
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All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal
year covered by the Registrants Annual Report referred to in (a) above; and
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(c)
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The description of the Registrants Common Stock contained in Exhibit
99.1 to the Registrants Current Report on Form 8-K12B filed with the Commission on January 25, 2021, and including any other amendments or reports filed for the purpose of updating such
description.
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All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the filing 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 such documents, except as to
specific sections of such statements as set forth therein. Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K prior or subsequent to the date hereof shall not be
incorporated by reference into this Registration Statement. 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 in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant is incorporated under the laws of the State of Delaware. Section 145 of the Delaware General Corporation Law (the
DGCL) authorizes a court to award, or a corporations board of directors to grant, indemnity to directors and officers under certain circumstances and subject to certain limitations. The terms of Section 145 of the DGCL are
sufficiently broad to permit indemnification under certain circumstances for liabilities, including reimbursement of expenses incurred, arising under the Securities Act of 1933, as amended (the Securities Act).
As permitted by the DGCL, the Registrants restated certificate of incorporation contains provisions that limit the liability of its
directors for monetary damages to the fullest extent permitted by the DGCL for any breach of fiduciary duties as a director, except liability for the following:
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any breach of the directors duty of loyalty to the Registrant or its stockholders;
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acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
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under Section 174 of the DGCL (regarding unlawful dividends, stock purchases or redemptions); or
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any transaction from which the director derived an improper personal benefit.
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As permitted by the DGCL, the Registrants restated bylaws provide that:
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the Registrant is required to indemnify its directors and officers to the fullest extent permitted by the DGCL,
subject to certain very limited exceptions;
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the Registrant may indemnify its other employees and agents as set forth in the DGCL;
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the Registrant is required to advance expenses, as incurred, to its directors and officers in connection with a
legal proceeding to the fullest extent permitted by the DGCL, subject to certain very limited exceptions; and
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the rights conferred in the restated bylaws are not exclusive.
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In addition, the Registrant has entered into indemnity agreements with each of its current directors and executive officers. These agreements
provide for the indemnification of directors and executive officers for all reasonable expenses and liabilities incurred in connection with any action or proceeding brought against them by reason of the fact that they are or were agents of the
Registrant.
The Registrant currently carries liability insurance for its directors and executive officers for securities matters.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
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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 Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of the 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 notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the Calculation of
Registration Fee table in the effective Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such
information in the 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
with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement; (2) that, for the purpose of determining any
liability under the Securities 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 that remain unsold at the termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the
Registrants annual report pursuant to Section 13(a) or Section 15(d) of the Exchange 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.
C.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and 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 Securities 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 Securities 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, 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 April 2, 2021.
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Cisco Systems, Inc.
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By:
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/s/ Charles H. Robbins
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Charles H. Robbins
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Chairman and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Charles H.
Robbins, R. Scott Herren, Prat S. Bhatt, Mark Chandler and Evan Sloves, and each of them, with full power of substitution, such persons true and lawful
attorneys-in-fact and agents for such person, with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys
and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange
Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or
documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to
be done by virtue hereof. This Power of Attorney may be signed in several counterparts.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Charles H. Robbins
Charles H. Robbins
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Chairman and Chief Executive Officer
(Principal Executive Officer)
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April 2, 2021
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/s/ R. Scott Herren
R. Scott Herren
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Executive Vice President and
Chief Financial Officer
(Principal
Financial Officer)
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April 2, 2021
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/s/ Prat S. Bhatt
Prat S. Bhatt
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Senior Vice President, Corporate
Controller and Chief Accounting Officer
(Principal Accounting Officer)
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April 2, 2021
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II-4
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/s/ M. Michele Burns
M. Michele Burns
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Director
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April 2, 2021
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/s/ Wesley G. Bush
Wesley G. Bush
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Director
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April 2, 2021
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/s/ Michael D. Capellas
Michael D. Capellas
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Lead Independent Director
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April 2, 2021
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/s/ Mark Garrett
Mark Garrett
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Director
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April 2, 2021
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/s/ John D. Harris II
John D. Harris II
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Director
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April 2, 2021
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/s/ Kristina M. Johnson
Dr. Kristina M. Johnson
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Director
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April 2, 2021
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/s/ Roderick C. McGeary
Roderick C. McGeary
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Director
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April 2, 2021
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/s/ Brenton L. Saunders
Brenton L. Saunders
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Director
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April 2, 2021
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/s/ Lisa T. Su
Dr. Lisa T. Su
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Director
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April 2, 2021
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/s/ Marianna Tessel
Marianna Tessel
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Director
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April 2, 2021
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