
<PAGE>   1

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 15, 1999
                                                     REGISTRATION NO. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-3
                             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                (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)              IDENTIFICATION NUMBER)


                              170 WEST TASMAN DRIVE
                           SAN JOSE, CALIFORNIA 95134
                                 (408) 526-4000

    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                  OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                                JOHN T. CHAMBERS
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               CISCO SYSTEMS, INC.
                              255 WEST TASMAN DRIVE
                           SAN JOSE, CALIFORNIA 95134
                                 (408) 526-4000
          (NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                    Copy to:
                             THERESE A. MROZEK, ESQ.
                         BROBECK, PHLEGER & HARRISON LLP
                              TWO EMBARCADERO PLACE
                                 2200 GENG ROAD
                           PALO ALTO, CALIFORNIA 94303
                                 (650) 424-0160

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:

     From time to time after this registration statement becomes effective.

        If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

        If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]

        If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

        If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

        If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]


<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
=============================================================================================================
       Title of Each               Amount          Proposed Maximum    Proposed Maximum         Amount
    Class of Securities             to Be         Aggregate Offering       Aggregate        of Registration
     to be Registered            Registered       Price Per Share(1)   Offering Price(1)          Fee
-------------------------------------------------------------------------------------------------------------
<S>                               <C>                  <C>               <C>                    <C>
Common Stock,
$0.001 par value per share        2,017,180            $64.9375          $130,990,626           $36,416
=============================================================================================================
</TABLE>

(1)     The price of $64.9375, the average of the high and low prices of Cisco's
        common stock on the Nasdaq Stock Market's National Market on July 14,
        1999, is set forth solely for the purpose of computing the registration
        fee pursuant to Rule 457(c).


THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE SEC, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

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



<PAGE>   2

The information contained in this preliminary prospectus is not complete and may
be changed. These securities may not be sold until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus
is not an offer to sell nor does it seek an offer to buy these securities in any
jurisdiction where the offer or sale is not permitted.


                   SUBJECT TO COMPLETION, DATED JULY 15, 1999

PRELIMINARY PROSPECTUS


                                2,017,180 SHARES


                               CISCO SYSTEMS, INC.
                                  COMMON STOCK


        This Prospectus relates to the public offering, which is not being
underwritten, of 2,017,180 shares of our Common Stock which is held by some of
our current shareholders and optionholders.

        The prices at which such shareholders and optionholders may sell the
shares will be determined by the prevailing market price for the shares or in
negotiated transactions. We will not receive any of the proceeds from the sale
of the shares.

        Our Common Stock is quoted on the Nasdaq National Market under the
symbol "CSCO." On July 14, 1999, the average of the high and low price for the
Common Stock was $64.9375.


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

        Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

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




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

                 The date of this Prospectus is July ___, 1999.



                                       2
<PAGE>   3

        No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus in connection with
the offering made hereby, and if given or made, such information or
representations must not be relied upon as having been authorized by Cisco
Systems, Inc. (referred to in this Prospectus as "Cisco" or the "Registrant"),
any selling shareholder or by any other person. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that information herein is correct as of any time subsequent to
the date hereof. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any security other than the securities covered
by this Prospectus, nor does it constitute an offer to or solicitation of any
person in any jurisdiction in which such offer or solicitation may not lawfully
be made.

                      WHERE YOU CAN FIND MORE INFORMATION

        We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
operation of the Public Reference Room. Our SEC filings are also available to
the public from our web site at http://www.cisco.com or at the SEC's web site at
http://www.sec.gov.

        The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information filed with the
SEC will update and supersede this information. We incorporate by reference the
documents listed below and any future filings made with the SEC under Section
13a, 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until our
offering is completed.

                (a)     Annual Report on Form 10-K for the fiscal year ended
        July 25, 1998, filed September 25, 1998, including certain information
        in Cisco's Definitive Proxy Statement in connection with Cisco's 1998
        Annual Meeting of Shareholders and certain information in Cisco's Annual
        Report to Shareholders for the fiscal year ended July 25, 1998;

                (b)     Cisco's Quarterly Report on Form 10-Q for the fiscal
        quarter ended October 24, 1998, filed December 8, 1998;

                (c)     Cisco's Quarterly Report on Form 10-Q for the fiscal
        quarter ended January 23, 1999, filed March 9, 1999, as amended May 14,
        1999;

                (d)     Cisco's Quarterly Report on Form 10-Q for the fiscal
        quarter ended May 1, 1999, filed June 15, 1999;

                (e)     Cisco's Current Report on Form 8-K filed May 14, 1999;

                (f)     Cisco's Current Report on Form 8-K filed July 2, 1999;

                (g)     The description of Cisco common stock contained in its
        registration statement on Form 8-A filed January 8, 1990, including any
        amendments or reports filed for the purpose of updating such
        descriptions; and

                (h)     The description of Cisco's Preferred Stock Purchase
        Rights, contained in its registration statement on Form 8-A filed on
        June 11, 1998, including any amendments or reports filed for the purpose
        of updating such description.

        You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:

                Larry R. Carter
                Senior Vice President, Chief Financial Officer and Secretary
                Cisco Systems, Inc.
                255 West Tasman Drive
                San Jose, CA 95134
                408-526-4000



                                       3
<PAGE>   4

        You should rely only on the information incorporated by reference or
provided in this prospectus or the prospectus supplement. We have authorized no
one to provide you with different information. We are not making an offer of
these securities in any state where the offer is not permitted. You should not
assume that the information in this prospectus or the prospectus supplement is
accurate as of any date other than the date on the front of the document.

                                   THE COMPANY

        Cisco's principal executive offices are located at 255 West Tasman
Drive, San Jose, California 95134. Cisco's telephone number is (408) 526-4000.

                              PLAN OF DISTRIBUTION

        Cisco is registering all 2,017,180 shares (the "Shares") on behalf of
certain selling shareholders. All of the shares either originally were issued by
us or will be issued upon exercise of options to acquire shares of our common
stock in connection with our acquisition of Amteva Technologies, Inc. We merged
with Amteva Technologies, Inc. and we were the surviving corporation. Cisco will
receive no proceeds from this offering. The Selling Shareholders named in the
table below or pledgees, donees, transferees or other successors-in-interest
selling shares received from a named selling shareholder as a gift, partnership
distribution or other non-sale-related transfer after the date of this
prospectus (collectively, the "Selling Shareholders") may sell the shares from
time to time. The Selling Shareholders will act independently of Cisco in making
decisions with respect to the timing, manner and size of each sale. The sales
may be made on one or more exchanges or in the over-the-counter market or
otherwise, at prices and at terms then prevailing or at prices related to the
then current market price, or in negotiated transactions. The Selling
Shareholders may effect such transactions by selling the shares to or through
broker-dealers. The shares may be sold by one or more of, or a combination of,
the following:

        o       a block trade in which the broker-dealer so engaged will attempt
                to sell the shares as agent but may position and resell a
                portion of the block as principal to facilitate the transaction,

        o       purchases by a broker-dealer as principal and resale by such
                broker-dealer for its account pursuant to this prospectus,

        o       an exchange distribution in accordance with the rules of such
                exchange,

        o       ordinary brokerage transactions and transactions in which the
                broker solicits purchasers, and

        o       in privately negotiated transactions.

        To the extent required, this prospectus may be amended or supplemented
from time to time to describe a specific plan of distribution. In effecting
sales, broker-dealers engaged by the Selling Shareholders may arrange for other
broker-dealers to participate in the resales.

        The Selling Shareholders may enter into hedging transactions with
broker-dealers in connection with distributions of the shares or otherwise. In
such transactions, broker-dealers may engage in short sales of the shares in the
course of hedging the positions they assume with Selling Shareholders. The
Selling Shareholders also may sell shares short and redeliver the shares to
close out such short positions. The Selling Shareholders may enter into option
or other transactions with broker-dealers which require the delivery to the
broker-dealer of the shares. The broker-dealer may then resell or otherwise
transfer such shares pursuant to this prospectus. The Selling Shareholders also
may loan or pledge the shares to a broker-dealer. The broker-dealer may sell the
shares so loaned, or upon a default the broker-dealer may sell the pledged
shares pursuant to this prospectus.

        Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from Selling Shareholders. Broker-dealers
or agents may also receive compensation from the purchasers of the shares for
whom they act as agents or to whom they sell as principals, or both.
Compensation as to a particular broker-dealer might be in excess of customary
commissions and will be in amounts to be negotiated in connection with the sale.
Broker-dealers or agents and any other participating broker-dealers or the
Selling Shareholders may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act in connection with sales of the shares.
Accordingly, any such commission, discount or concession received by them and
any profit on the



                                       4
<PAGE>   5

resale of the shares purchased by them may be deemed to be underwriting
discounts or commissions under the Securities Act. Because Selling Shareholders
may be deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act, the Selling Shareholders will be subject to the prospectus
delivery requirements of the Securities Act. In addition, any securities covered
by this prospectus which qualify for sale pursuant to Rule 144 promulgated under
the Securities Act may be sold under Rule 144 rather than pursuant to this
prospectus. The Selling Shareholders have advised Cisco that they have not
entered into any agreements, understandings or arrangements with any
underwriters or broker-dealers regarding the sale of their securities. There is
no underwriter or coordinating broker acting in connection with the proposed
sale of shares by Selling Shareholders.

        The shares will be sold only through registered or licensed brokers or
dealers if required under applicable state securities laws. In addition, in
certain states the shares may not be sold unless they have been registered or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available and is complied with.

        Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the shares may not simultaneously engage
in market making activities with respect to our common stock for a period of two
business days prior to the commencement of such distribution. In addition, each
Selling Shareholder will be subject to applicable provisions of the Exchange Act
and the associated rules and regulations under the Exchange Act, including
Regulation M, which provisions may limit the timing of purchases and sales of
shares of our common stock by the Selling Shareholders. Cisco will make copies
of this prospectus available to the Selling Shareholders and has informed them
of the need for delivery of copies of this prospectus to purchasers at or prior
to the time of any sale of the shares.

        Cisco will file a supplement to this prospectus, if required, pursuant
to Rule 424(b) under the Securities Act upon being notified by a Selling
Shareholder that any material arrangement has been entered into with a
broker-dealer for the sale of shares through a block trade, special offering,
exchange distribution or secondary distribution or a purchase by a broker or
dealer. Such supplement will disclose:

        o       the name of each such Selling Shareholder and of the
                participating broker-dealer(s),

        o       the number of shares involved,

        o       the price at which such shares were sold,

        o       the commissions paid or discounts or concessions allowed to such
                broker-dealer(s), where applicable,

        o       that such broker-dealer(s) did not conduct any investigation to
                verify the information set out or incorporated by reference in
                this prospectus, and

        o       other facts material to the transaction.

        In addition, upon being notified by a Selling Shareholder that a donee
or pledgee intends to sell more than 500 shares, Cisco will file a supplement to
this prospectus.

        Cisco will bear all costs, expenses and fees in connection with the
registration of the shares. The Selling Shareholders will bear all commissions
and discounts, if any, attributable to the sales of the shares. The Selling
Shareholders may agree to indemnify any broker-dealer or agent that participates
in transactions involving sales of the shares against certain liabilities,
including liabilities arising under the Securities Act. The Selling Shareholders
have agreed to indemnify certain persons, including broker-dealers and agents,
against certain liabilities in connection with the offering of the shares,
including liabilities arising under the Securities Act.



                                       5
<PAGE>   6

                              SELLING SHAREHOLDERS

        The following table sets forth the number of shares owned by each of the
Selling Shareholders. None of the Selling Shareholders has had a material
relationship with Cisco within the past three years other than as a result of
the ownership of the shares or other securities of Cisco. No estimate can be
given as to the amount of shares that will be held by the Selling Shareholders
after completion of this offering because the Selling Shareholders may offer all
or some of the shares and because there currently are no agreements,
arrangements or understandings with respect to the sale of any of the shares.
The shares offered by this prospectus may be offered from time to time by the
Selling Shareholders named below.


<TABLE>
<CAPTION>
                                              Number of Shares       Percent of  Number of Shares
                                                Beneficially        Outstanding   Registered for
Name of Selling Shareholder                        Owned               Shares     Sale Hereby(1)
---------------------------                   ----------------      -----------  ----------------
<S>                                           <C>                   <C>          <C>
AT&T Venture Fund II, LP                          240,842                 *           240,842

BCE, Inc.                                         162,088                 *           162,088

David S. Dodrill                                   40,528                 *            40,528

Dodrill Family Limited Partnership                262,254                 *           262,254

Flanders Language Valley, CVA                     152,972                 *           152,972

Jay Ricks                                          15,064                 *            15,064

Larry G. Settle                                   122,064                 *           122,064

Lewis Dean Dodrill                                419,606                 *           419,606

Peter T. Garahan                                   38,142                 *            38,142

Redwood Investment LLC                            262,254                 *           262,254

Soundview Technology Group, Inc.                    7,004                 *             7,004

Special Partners Fund International, LP           226,880                 *           226,880

Special Partners Fund, LP                          40,722                 *            40,722

Venture Fund I, LP                                 26,760                 *            26,760
                                               ----------        ----------        ----------
               Total                            2,017,180                           2,017,180
                                               ==========        ==========        ==========
</TABLE>

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

*       Represents beneficial ownership of less than one percent.

(1)     This registration statement also shall cover any additional shares of
        common stock which become issuable in connection with the shares
        registered for sale hereby by reason of any stock divided, stock split,
        recapitalization or other similar transaction effected without the
        receipt of consideration which results in an increase in the number of
        Cisco's outstanding shares of common stock.



                                       6
<PAGE>   7

                                  LEGAL MATTERS

        The validity of the securities offered hereby will be passed upon for
Cisco by Brobeck, Phleger & Harrison LLP, Palo Alto, California.

                                     EXPERTS

        The financial statements as of July 25, 1998 and July 26, 1997 and for
each of the three years in the period ended July 25, 1998 incorporated by
reference in this prospectus, have been incorporated in reliance on the
report of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of that firm as experts in auditing and accounting.



                                       7
<PAGE>   8


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

We have not authorized any person
to make a statement that differs
from what is in this prospectus. If                  CISCO SYSTEMS, INC.
any person does make a statement
that differs from what is in this
prospectus, you should not rely on
it. This prospectus is not an offer                    2,017,180 SHARES
to sell, nor is it seeking an offer                    OF COMMON STOCK
to buy, these securities in any
state in which the offer or sale is
not permitted. The information in
this prospectus is complete and
accurate as of its date, but the                          ----------
information may change after that
date.                                                     PROSPECTUS

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


         TABLE OF CONTENTS                              JULY ___, 1999

<TABLE>
<CAPTION>
                               PAGE
                               ----
<S>                             <C>
Where You Can Find More
   Information...................3
The Company......................4
Plan of Distribution.............4
Selling Shareholders.............6
Legal Matters....................7
Experts..........................7
</TABLE>

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



<PAGE>   9

                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

        The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by Cisco in connection with the
sale of common stock being registered. All amounts are estimates except the SEC
registration fee.

<TABLE>
<S>                                                    <C>
                    SEC Registration fee               $36,416
                    Legal fees and expenses             15,000
                    Accounting fees and expenses         5,000
                    Printing Fees                        5,000
                    Transfer Agent Fees                  5,000
                    Miscellaneous                       11,000
                                                       -------
                        Total                          $77,416
                                                       =======
</TABLE>

ITEM 15. 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. Cisco's Restated Articles of Incorporation, as
amended, and Amended Bylaws provide for indemnification of its directors,
officers, employees and other agents to the maximum extent permitted by the
California Corporations Code. In addition, Cisco has entered into
indemnification agreements with each of its directors and officers.

<TABLE>
<CAPTION>
ITEM 16.  EXHIBITS
--------  --------
<S>        <C>
   2.1     Agreement of Merger between Cisco Systems, Inc. and Amteva
           Technologies, Inc.

   5.1     Opinion of Brobeck, Phleger & Harrison LLP

   23.1    Consent of PricewaterhouseCoopers LLP

   23.2    Consent of Brobeck, Phleger & Harrison LLP (included in the Opinion
           of Brobeck, Phleger & Harrison LLP filed as Exhibit 5.1 hereto)

   24.1    Power of Attorney (included on page II-3 of this registration
           statement)
</TABLE>

ITEM 17. UNDERTAKINGS

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 the 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.

        (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.

        (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 offering.



                                      II-1
<PAGE>   10

        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 foregoing provisions or otherwise, the registrant has
been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and therefore is 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.

        The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act, and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act, that is
incorporated by reference in the 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.



                                      II-2
<PAGE>   11

                                   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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Santa Clara, State of California, on this 13th day of
July, 1999.

                                        CISCO SYSTEMS, INC.


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

        KNOW ALL MEN 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 his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his 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 he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, and any of them, or their
or his 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 Cisco and in the capacities and on the dates indicated:


<TABLE>
<CAPTION>
SIGNATURES                                          TITLE                           DATE
----------                                          -----                           ----
<S>                                      <C>                                    <C>
/s/ John T. Chambers                     President, Chief Executive             July 13, 1999
--------------------------------         Officer and Director
John T. Chambers                         (Principal Executive Officer)


/s/ Larry R. Carter                      Senior Vice President, Finance         July 13, 1999
--------------------------------         and Administration, Chief
Larry R. Carter                          Financial Officer and Secretary
                                         (Principal Financial and
                                         Accounting Officer)


/s/ John P. Morgridge                    Chairman of the Board and Director     July 13, 1999
--------------------------------
John P. Morgridge


/s/ Donald T. Valentine                  Vice Chairman and Director             July 13, 1999
--------------------------------
Donald T. Valentine
</TABLE>



                                      II-3
<PAGE>   12


<TABLE>
<CAPTION>
SIGNATURES                                             TITLE                        DATE
----------                                             -----                        ----
<S>                                      <C>                                    <C>
/s/ James F. Gibbons                                  Director                  July 13, 1999
--------------------------------
James F. Gibbons


/s/ Robert L. Puette                                  Director                  July 13, 1999
--------------------------------
Robert L. Puette


/s/ Masayoshi Son                                     Director                  July 13, 1999
--------------------------------
Masayoshi Son


/s/ Steven M. West                                    Director                  July 13, 1999
--------------------------------
Steven M. West


/s/ Edward R. Kozel                                   Director                  July 13, 1999
--------------------------------
Edward R. Kozel


/s/ Carol A. Bartz                                    Director                  July 13, 1999
--------------------------------
Carol A. Bartz


/s/ James C. Morgan                                   Director                  July 13, 1999
--------------------------------
James C. Morgan


/s/ Mary Cirillo                                      Director                  July 13, 1999
--------------------------------
Mary Cirillo


/s/ Arun Sarin                                        Director                  July 13, 1999
--------------------------------
Arun Sarin
</TABLE>



                                      II-4
<PAGE>   13

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
  Exhibit
  Number                           Exhibit Title
  -------                          -------------

<S>         <C>
    2.1     Agreement of Merger between Cisco Systems, Inc. and Amteva
            Technologies, Inc.

    5.1     Opinion of Brobeck, Phleger & Harrison LLP

    23.1    Consent of PricewaterhouseCoopers LLP

    23.2    Consent of Brobeck, Phleger & Harrison LLP (included in the
            Opinion of BPH filed as Exhibit 5.1)

    24.1    Power of Attorney (included on page II-3 of this registration
            statement)
</TABLE>



                                      II-5


