<SUBMISSION>
<ACCESSION-NUMBER>0001095811-01-000363
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>6
<FILING-DATE>20010124
<EFFECTIVENESS-DATE>20010124
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>CISCO SYSTEMS INC
<CIK>0000858877
<ASSIGNED-SIC>3576
<IRS-NUMBER>770059951
<STATE-OF-INCORPORATION>CA
<FISCAL-YEAR-END>0731
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8
<ACT>33
<FILE-NUMBER>333-54248
<FILM-NUMBER>1514423
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>170 W TASMAN DR
<CITY>SAN JOSE
<STATE>CA
<ZIP>95134-1706
<PHONE>4085264000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>225 WEST TASMAN DR
<CITY>SAN JOSE
<STATE>CA
<ZIP>95134-1706
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>f68797ors-8.txt
<DESCRIPTION>FORM S-8
<TEXT>

<PAGE>   1
    As filed with the Securities and Exchange Commission on January 24, 2001
                                                   Registration No. 333-________
================================================================================

                       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)
<TABLE>
<S>                                                      <C>
             CALIFORNIA                                            77-0059951
    (State or other jurisdiction                         (IRS Employer Identification No.)
  of incorporation or organization)
</TABLE>

                             170 WEST TASMAN DRIVE,
                         SAN JOSE, CALIFORNIA 95134-1706
               (Address of principal executive offices) (Zip Code)

             PIXSTREAM, INCORPORATED KEY EMPLOYEE STOCK OPTION PLAN
                       (AS ASSUMED BY CISCO SYSTEMS, INC.)


                            (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)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===================================================================================================================================
                                        Amount to be            Proposed Maximum            Proposed Maximum           Amount of
Title of Securities to be  Registered   Registered(1)        Offering Price per Share   Aggregate Offering Price    Registration Fee
-------------------------------------   -------------        ------------------------   ------------------------    ----------------
<S>                                     <C>                  <C>                        <C>                         <C>
PixStream, Incorporated Key
Employee Stock Option Plan
Common Stock, $0.001 par value            1,392,884 shares                                $     30,803,816.57(3)         $7,700.96
                                                                  $22.115(2)
===================================================================================================================================
</TABLE>

(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the PixStream, Incorporated Key
     Employee Stock Option Plan (as assumed by Registrant) by reason of any
     stock dividend, stock split, recapitalization or other similar transaction
     effected without the Registrant's receipt of consideration which results in
     an increase in the number of the outstanding shares of Registrant's Common
     Stock.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the weighted average
     exercise price of the outstanding options, and rounded down to the nearest
     one tenth of one cent.

(3)  The actual aggregate offering price based on the actual weighted average
     exercise price per share.



<PAGE>   2

                                     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"):

        (a)    The Registrant's Annual Report on Form 10-K for the fiscal year
               ended July 29, 2000 filed with the Commission on September 29,
               2000, pursuant to Section 13 of the Securities Exchange Act of
               1934, as amended (the "1934 Act");

        (b)    The Registrant's Quarterly Report on Form 10-Q for the quarter
               ended October 28, 2000, filed with the Commission on December 12,
               2000;

        (c)    The Registrant's Current Reports on Form 8-K filed with the
               Commission on December 15, 1999 (as amended on Form 8-K/A filed
               with the Commission on February 3, 2000 and August 4, 2000),
               August 15, 2000, September 7, 2000, September 15, 2000, September
               26, 2000, September 28, 2000, September 29, 2000, November 6,
               2000, November 7, 2000, November 13, 2000, November 15, 2000,
               November 15, 2000, December 19, 2000, December 21, 2000 and
               December 27, 2000;

        (d)    The Registrant's Registration Statement No. 000-18225 on Form 8-A
               filed with the Commission on January 11, 1990, together with
               Amendment No. 1 on Form 8-A/A filed with the Commission on
               February 15, 1990, and including any other amendments or reports
               filed for the purpose of updating such description, in which
               there is described the terms, rights and provisions applicable to
               the Registrant's Common Stock, and;

        (e)    The Registrant's Registration Statement No. 000-18225 on Form 8-A
               filed with the Commission on June 11, 1998, including any
               amendments or reports filed for the purpose of updating such
               description, in which there is described the terms, rights and
               provisions applicable to the Registrant's Preferred Stock
               Purchase Rights.

               All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date 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 of such documents. 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 herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4. Description of Securities

               Not applicable.

               With respect to securities to be offered to employees of the
Registrant's 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



                                      II-1
<PAGE>   3

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."


Item 5. Interests of Named Experts and Counsel

               Not applicable.

Item 6. 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 1933 Act. The Registrant's Restated Articles of
Incorporation, as amended, and Amended and Restated Bylaws provide for
indemnification of its directors, officers, employees and other agents to the
maximum extent permitted by the California Corporations Code. In addition, the
Registrant has entered into Indemnification Agreements with each of its
directors and officers.

Item 7. Exemption from Registration Claimed

               Not applicable.

Item 8. Exhibits

<TABLE>
<CAPTION>
 Exhibit Number   Exhibit
 --------------   -------
<S>               <C>
       4          Instruments Defining the Rights of Stockholders.  Reference is made to
                  Registrant's Registration Statement No. 000-18225 on Form 8-A, together with
                  the amendments and exhibits thereto, which are incorporated herein by
                  reference pursuant to Items 3(d) and 3(e).
       5          Opinion and consent of Brobeck, Phleger & Harrison LLP.
      23.1        Consent of PricewaterhouseCoopers LLP, Independent Accountants.
      23.2        Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
      24          Power of Attorney.  Reference is made to page II-4 of this Registration
                  Statement.
      99.1        PixStream, Incorporated Key Employee Stock Option Plan.
      99.2        Form of PixStream, Incorporated Stock Option Plan Option Agreement.
      99.3        Form of PixStream Option Assumption Agreement.
</TABLE>

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 1933 Act, (ii) to reflect in the prospectus any facts
or events arising after the effective date of this 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 and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
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 by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 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



                                      II-2
<PAGE>   4
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 which remain unsold at the termination of the PixStream,
Incorporated Key Employee Stock Option Plan (as assumed by Registrant).

               B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 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
1933 Act may be permitted to directors, officers or 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
1933 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 1933 Act and
will be governed by the final adjudication of such issue.



                                      II-3
<PAGE>   5

                                   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
24th day of January, 2001.

                                        CISCO SYSTEMS, INC.



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


                                POWER OF ATTORNEY

               KNOW ALL PERSONS 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 such person's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such person and
in such person's 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 such person
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his or her
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 the Registrant and in the capacities and on the dates
indicated:

<TABLE>
<CAPTION>
           SIGNATURE                               TITLE                                  DATE
           ---------                               -----                                  ----
<S>                                <C>                                             <C>
/s/ John T. Chambers               President, Chief Executive Officer              January 24, 2001
-----------------------------      and Director (Principal Executive
John T. Chambers                   Officer)

/s/ Larry R. Carter                Senior Vice President, Finance and              January 24, 2001
-----------------------------      Administration, Chief Financial Officer,
Larry R. Carter                    Secretary and Director (Principal Financial
                                   and Accounting Officer)

/s/ John P. Morgridge              Chairman of the Board and Director              January 24, 2001
-----------------------------
John P. Morgridge
</TABLE>



                                      II-4
<PAGE>   6

<TABLE>
<CAPTION>
           SIGNATURE                               TITLE                                  DATE
           ---------                               -----                                  ----
<S>                                <C>                                             <C>
/s/ Donald T. Valentine            Vice Chairman of the Board and                  January 24, 2001
-------------------------------    Director
Donald T. Valentine

/s/ James F. Gibbons               Director                                        January 24, 2001
-----------------------------
James F. Gibbons

/s/ Steven M. West                 Director                                        January 24, 2001
-----------------------------
Steven M. West

/s/ Edward R. Kozel                Director                                        January 24, 2001
-----------------------------
Edward R. Kozel

/s/ Carol A. Bartz                 Director                                        January 24, 2001
-----------------------------
Carol A. Bartz

/s/ James C. Morgan                Director                                        January 24, 2001
-----------------------------
James C. Morgan

/s/ Mary Cirillo                   Director                                        January 24, 2001
-----------------------------
Mary Cirillo

/s/ Arun Sarin                     Director                                        January 24, 2001
-----------------------------
Arun Sarin

/s/ Jerry Yang                     Director                                        January 24, 2001
-----------------------------
Jerry Yang

/s/ Carly Fiorina                  Director                                        January 24, 2001
-----------------------------
Carly Fiorina
</TABLE>



                                      II-5
<PAGE>   7

                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.


                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933


                               CISCO SYSTEMS, INC.



<PAGE>   8

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
 Exhibit Number   Exhibit
 --------------   -------
 <S>              <C>
       4          Instruments Defining the Rights of Stockholders.  Reference is made to
                  Registrant's Registration Statement No. 000-18225 on Form 8-A, together with
                  the amendments and exhibits thereto, which are incorporated herein by
                  reference pursuant to Items 3(d) and 3(e).
       5          Opinion and consent of Brobeck, Phleger & Harrison LLP.
      23.1        Consent of PricewaterhouseCoopers LLP, Independent Accountants.
      23.2        Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
      24          Power of Attorney.  Reference is made to page II-4 of this Registration
                  Statement.
      99.1        PixStream, Incorporated Key Employee Stock Option Plan.
      99.2        Form of PixStream, Incorporated Stock Option Plan Option Agreement.
      99.3        Form of PixStream Option Assumption Agreement.
</TABLE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>2
<FILENAME>f68797orex5.txt
<DESCRIPTION>EXHIBIT 5
<TEXT>

<PAGE>   1

                                    EXHIBIT 5

             OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP


                                January 24, 2001


Cisco Systems, Inc.
170 West Tasman Drive
San Jose, California 95134-1706

            Re:  Cisco Systems, Inc. - Registration Statement for Offering of
                 1,392,884 Shares of Common Stock

Dear Ladies and Gentlemen:

               We have acted as counsel to Cisco Systems, Inc., a California
corporation (the "Company"), in connection with the registration on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended, of
1,392,884 shares of the Company's common stock reserved for issuance under the
PixStream, Incorporated Key Employee Stock Option Plan as assumed by the Company
(the "PixStream Plan").

               This opinion is being furnished in accordance with the
requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.

               We have reviewed the Company's charter documents and the
corporate proceedings taken by the Company with respect to the assumption of
the PixStream Plan and the options outstanding thereunder in connection with the
Company's acquisition of PixStream, Incorporated. Based on such review, we are
of the opinion that, if, as and when the shares of the Company's common stock
are issued and sold (and the consideration therefor received) pursuant to the
provisions of option agreements for the outstanding options assumed under the
PixStream Plan and in accordance with the Registration Statement, such shares
will be duly authorized, legally issued, fully paid and nonassessable.

               We consent to the filing of this opinion letter as Exhibit 5 to
the Registration Statement.

               This opinion letter is rendered as of the date first written
above and we disclaim any obligation to advise you of facts, circumstances,
events or developments which hereafter may be brought to our attention and which
may alter, affect or modify the opinion expressed herein. Our opinion is
expressly limited to the matters set forth above and we render no opinion,
whether by implication or otherwise, as to any other matters relating to the
Company, the PixStream Plan or the shares of the Company's common stock issuable
thereunder.


                                        Very truly yours,

                                        /s/ BROBECK, PHLEGER & HARRISON LLP

                                        BROBECK, PHLEGER & HARRISON LLP



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>3
<FILENAME>f68797orex23-1.txt
<DESCRIPTION>EXHIBIT 23.1
<TEXT>

<PAGE>   1

                                  EXHIBIT 23.1

         CONSENT OF PRICEWATERHOUSECOOPERS LLP, INDEPENDENT ACCOUNTANTS



We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our reports dated August 8, 2000 relating to the
consolidated financial statements and financial statement schedule, which appear
in Cisco Systems, Inc.'s Annual Report on Form 10-K for the year ended July 29,
2000.

PricewaterhouseCoopers LLP

San Jose, California
January 24, 2001



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>4
<FILENAME>f68797orex99-1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>

<PAGE>   1
                                                                   EXHIBIT 99.01
                             PIXSTREAM INCORPORATED


                         KEY EMPLOYEE STOCK OPTION PLAN


1. PURPOSE OF THE PLAN

        The purpose of the PixStream Incorporated Key Employee Stock Option Plan
        is to develop the interest of and provide an incentive to eligible
        employees and directors of PixStream Incorporated and its subsidiaries
        (the "Corporation") in the Corporation's growth and development by
        granting to eligible employees and directors from time to time options
        to purchase Shares (as hereinafter defined) of the Corporation, thereby
        advancing the interests of the Corporation and its shareholders.

2. DEFINITIONS

        In this Plan:

        (a)     "Affiliate" has the meaning given to that term in the
                Corporations Act;

        (b)     "Board of Directors" means the Board of Directors of the
                Corporation;

        (c)     "Corporations Act" means the Canada Business Corporations Act,
                as amended, and the regulations promulgated thereunder.

        (d)     "Date of Grant" means, for any Option, the date specified by the
                Board of Directors at the time it grants or ratifies the Option,
                or, if no such date is specified, the date upon which the Option
                was granted;

        (e)     "Disability" means permanent and total disability as determined
                under procedures established by the Board of Directors for the
                purposes of the Plan;

        (f)     "Exchange" means the Toronto Stock Exchange, the National Market
                System of the National Association of Securities Dealers
                Automated Quotation System or any other stock exchange on which
                the Shares are listed and posted for trading or quoted;

        (g)     "Exercise Date" means the date the Corporation receives from a
                Participant a completed Notice of Exercise form with payment for
                the Option Shares being purchased;

        (h)     "Exercise Period" means, with respect to any Option Shares, the
                period during which a Participant may purchase such Option
                Shares;

        (i)     "Insiders" has the meaning ascribed thereto in the Securities
                Act (Ontario);

        (j)     "Option" means a non-assignable and non-transferable option to
                purchase Shares granted pursuant to the Plan;

        (k)     "Optionee" means a Participant who has been granted one or more
                Options;

        (l)     "Option Shares" means Shares which are subject to purchase upon
                the exercise of outstanding Options;

        (m)     "Participant" means an employee or director of the Corporation
                or any of its Affiliates";

        (n)     "Plan" means the PixStream Incorporated Key Employee Stock
                Option Plan as set out herein;

        (o)     "Plan Shares" means the Shares reserved from time to time by the
                Board of Directors for issuance pursuant to the exercise of
                Options;

        (p)     "Retirement" means retirement from active employment with the
                Corporation, a Subsidiary or an Affiliate at or after age 65, or
                with the consent for purposes of the Plan of such officer of the
                Corporation as may be designated by the Board of Directors, at
                or after such earlier age and upon the completion of such years
                of service as the Board of Directors may specify;



                      PixStream Incorporated, Confidential

                                        1
<PAGE>   2

        (q)     "Shares" means the Class "A" Voting Common Shares of the
                Corporation; and

        (r)     "U.S. Participant" means any Participant that is an employee,
                and a resident of the United States of America, for U.S. income
                tax purposes;

3. ELIGIBILITY

        All Participants shall be eligible to participate in the Plan.
        Eligibility to participate shall not confer upon any Participant any
        right to be granted Options pursuant to the Plan. The extent to which
        any Participant shall be entitled to be granted Options pursuant to the
        Plan shall be determined in the sole and absolute discretion of the
        Board of Directors.

4. NUMBER OF OPTION SHARES AVAILABLE FOR GRANTS

        No Option may be granted by the Board of Directors which would have the
        effect of causing the total number of all Option Shares subject to
        purchase under outstanding Options to exceed the number of Plan Shares.

        Upon the expiration, surrender, cancellation or termination, in whole or
        in part, of an unexercised Option, the Option Shares subject to such
        Option shall be available for other Options to be granted from time to
        time.

        No Option may be granted by the Board of Directors which could result in
        the aggregate number of Shares reserved for issuance, pursuant to
        Options, together with all of the Corporation's other share compensation
        arrangements, to exceed fifteen percent (15%) of the aggregate number of
        issued and outstanding Shares and Class "B" Non-Voting Common Shares of
        the Corporation, unless approved of by Wesley Clover Corporation,
        3427374 Canada, Inc., Newbridge Networks Corporation, The VenGrowth
        Investment Fund Inc., Business Development Bank of Canada, Stephen
        Bacso, Marc Morin and/or Brad Siim (collectively the "Shareholders")
        where such Shareholders approving same represent sixty-six percent (66%)
        of the aggregate Shares and Class "B" Non-Voting Common Shares of the
        Corporation owned by the Shareholders."

        It is the intention of the Corporation that the Plan be treated, for
        U.S. income tax purposes, as a separate stock option plan with respect
        to its U.S. Participants only. Options issued to U.S. Participants under
        this separate stock option plan shall be treated as incentive stock
        options, as defined in section 422 of the Internal Revenue Code and the
        regulations promulgated thereunder.

        No Option may be granted by the Board of Directors that would have the
        effect of causing the total number of Option Shares, subject to purchase
        by U.S. Participants under this Plan, to exceed 2,000,000. For greater
        certainty, this also represents, for U.S. income tax purposes, the
        aggregate number of shares that may be issued under options pursuant to
        the separate stock option plan.



                      PixStream Incorporated, Confidential

                                        2
<PAGE>   3

5. GRANTING OF OPTIONS

        The Board of Directors may from time to time grant Options to
        Participants to purchase a specified number of Option Shares at a
        specified exercise price per share. The number of Option Shares to be
        granted, the exercise price, the Date of Grant, and such other terms and
        conditions of the Option shall, subject to the terms of the plan, be as
        determined by the Board of Directors.

6. EXERCISE PRICE

        The exercise price per Share purchasable under an Option shall be (i) if
        the Shares are listed and posted for trading on one Exchange, the
        closing sale price for board lots of Shares on such Exchange on the
        first business day immediately preceding the day on which the exercise
        price is to be determined on which at least one board lot was traded,
        (ii) if the Shares are listed and posted for trading on more than one
        Exchange the greatest of the closing sale prices for board lots of
        Shares on such Exchanges on the first business day immediately preceding
        the day on which the exercise price is to be determined on which at
        least one board lot was traded, and (iii) if the Shares are not listed
        for trading on an Exchange, the exercise price shall be determined by
        the Board of Directors but in any event shall not be lower than the fair
        market value of a Share on the Date of Grant.

7. EXERCISE PERIOD

        Unless otherwise specified by the Board of Directors at the time of
        granting an Option, and except as otherwise provided in the Plan, each
        Option shall be exercisable in the following installments:

               Options equal to 20% of the number of shares issuable under an
               Option will vest and become exercisable on the latter of the date
               which is 90 days following the Date of Grant or the date
               immediately following the conclusion of an employees probationary
               period. Additional options equal to 20% of the number of shares
               issuable under an Option will vest and become exercisable on each
               of the first, second, third and fourth anniversaries of the Date
               of Grant. Upon vesting, options will be exercisable until 5:00
               p.m. Waterloo time on the date of expiry of the Option.

        Once an installment becomes exercisable it shall remain exercisable
        until expiration or termination of the Option, unless otherwise
        specified by the Board of Directors. Each Option or installment may be
        exercised at any time or from time to time, in whole or in part, for up
        to the total number of Shares with respect to which it is then
        exercisable. The Board of Directors shall have the right to accelerate
        the date upon which any installment of any Option is exercisable.

8. TERM OF OPTIONS

        Subject to accelerated termination as provided for in the Plan, each
        Option shall, unless otherwise specified by the Board of Directors,
        expire on the fifth anniversary of the Date of Grant, provided that in
        no case shall an Option expire subsequent to the tenth anniversary of
        the initial Date of Grant..

9. EXERCISE OF OPTIONS

        An Optionee may at any time within the Exercise Period elect to purchase
        all or a portion of the Option Shares which such Optionee is then
        entitled to purchase by delivering to the Corporation a completed Notice
        of Exercise, specifying the Date of Grant of the Option being exercised,
        the exercise price of the Option and the number of Option Shares the
        Optionee desires to purchase. The Notice of Exercise shall be
        accompanied by payment in full of the purchase price for such Option
        Shares. Payment can be made by cash, certified cheque, bank draft, money
        order or the equivalent payable to the order of the Corporation or by
        such other means as may be specified by the Board of Directors.



                      PixStream Incorporated, Confidential

                                        3
<PAGE>   4

10. WITHHOLDING OF TAX

        If the Corporation determines that under the requirements of applicable
        taxation laws it is obliged to withhold for remittance to a taxing
        authority any amount upon exercise of an Option, the Corporation may,
        prior to and as a condition of issuing the Option Shares, require the
        Optionee exercising the Option to pay to the Corporation, in addition to
        and in the same manner as the purchase price for the Option Shares, such
        amount as the Corporation is obliged to remit to such taxing authority
        in respect of the exercise of the Option. Any such additional payment
        shall, in any event, be due no later than the date as of which any
        amount with respect to the Option exercised first becomes includable in
        the gross income of the Optionee for tax purposes.

11. SHARE CERTIFICATES

        Upon exercise of an Option and payment in full of the purchase price and
        any applicable tax withholdings, the Corporation shall cause to be
        issued and delivered to the Optionee within a reasonable period of time
        a certificate or certificates in the name of or as directed by the
        Optionee representing the number of Shares the Optionee has purchased.

12. TERMINATION OF EMPLOYMENT

        Unless otherwise determined by the Board of Directors, if an Optionee's
        employment or services terminate for any reason other than death,
        Disability or Retirement, any Option held by such Optionee shall
        thereupon terminate, except that each such Option, to the extent then
        exercisable, may be exercised for the lesser of 60 days or the balance
        of such Option's term.

        Options shall not be affected by any change of employment within or
        among the Corporation, its Affiliates or, unless otherwise determined by
        the Board of Directors, so long as the Participant continues to be an
        employee of the Corporation or its Affiliates.

13. TERMINATION BY REASON OF DEATH, DISABILITY OR RETIREMENT

        If an Optionee's employment or services terminate by reason of death,
        Disability or Retirement, any Option held by such Optionee may
        thereafter be exercised, to the extent then exercisable or to such other
        extent as the Board of Directors may determine, for a period of 365 days
        (or such other period as the Board of Directors may specify) from the
        date of such death, Disability or Retirement or until the expiration of
        the stated term of such Option, whichever period is the shorter.

14. TRANSFER AND ASSIGNMENT

        Options granted under the Plan are not assignable or transferable by the
        Optionee or subject to any other alienation, sale, pledge or encumbrance
        by such Optionee except by will or by the laws of descent and
        distribution. During the Optionee's lifetime Options shall be
        exercisable only by the Optionee. The obligations of each Optionee shall
        be binding on his heirs, executors and administrators.

15. NO RIGHT TO EMPLOYMENT

        The granting of an Option to a Participant under the Plan does not
        confer upon the Participant any right to expectation of employment by,
        or to continue in the employment of, the Corporation, any Subsidiary or
        an Affiliate, or to be retained as a consultant by the Corporation, any
        Subsidiary or an Affiliate.

16. RIGHTS AS SHAREHOLDERS

        The Optionee shall not have any rights as a shareholder with respect to
        Option Shares until full payment has been made to the Corporation and a
        share certificate or share certificates have been duly issued.



                      PixStream Incorporated, Confidential

                                        4
<PAGE>   5

17. ADMINISTRATION OF THE PLAN

        The Plan shall be administered by the board of directors which shall
        have the authority to:

        (a)    determine the individuals and entities (from among the class of
               individuals and entities eligible to receive Options) to whom
               Options may be granted;

        (b)    determine the number of Option Shares to be subject to each
               Option;

        (c)    determine the terms and conditions of any grant of Option,
               including but not limited to

               (i)    the time or times at which Options may be granted;

               (ii)   the exercise price at which Option Shares subject to each
                      Option may be purchased;

              (iii)   the time or times when each Option shall become
                      exercisable and the duration of the Exercise Period;

               (iv)   whether restrictions or limitations are to be imposed on
                      Option Shares, and the nature of such restrictions or
                      limitations, if any; and

                (v)   any acceleration of exercisability or waiver of
                      termination regarding any Option, based on such factors as
                      the Board of Directors may determine;

        (d)    interpret the Plan and prescribe and rescind rules and
               regulations relating to the Plan.

        The interpretation and construction by the Board of Directors of any
        provisions of the Plan or of any Option granted under it shall be final
        and binding on all persons. No member of the Board of Directors shall be
        liable for any action or determination made in good faith with respect
        to the Plan or any Option granted under it. The Board of Directors may
        delegate day-to-day administration of the Plan to such officers and
        employees of the Corporation or any Subsidiary as the Board of Directors
        shall determine provided that any Options granted by such officers or
        employees must be ratified by the Board of Directors.

18. RECAPITALIZATION AND REORGANIZATION

        The number of Option Shares subject to each outstanding Option and the
        purchase price for such Option Shares shall be appropriately adjusted
        for any subdivision, redivision, consolidation or any similar change
        affecting the Shares.

19. CONDITIONS OF EXERCISE

        The Plan and each Option shall be subject to the requirement that, if at
        any time the Board of Directors determines that the listing,
        registration or qualification of the Shares subject to such Option upon
        any securities exchange or under any provincial, state or federal law,
        or the consent or approval of any governmental body, securities
        exchange, or the holders of the Shares generally, is necessary or
        desirable, as a condition of, or in connection with, the granting of
        such Option or the issue or purchase of Shares thereunder, no such
        Option may be granted or exercised in whole or in part unless such
        listing, registration, qualification, consent or approval shall have
        been affected or obtained free of any conditions not acceptable to the
        Board of Directors.

20. LOANS

        The Board of Directors may, in its discretion, but subject always to
        section 44 of the Corporations Act, grant loans, on such terms as are
        permitted by law and the Board of Directors may determine, to Optionees
        to enable them to purchase Option Shares, provided that all Shares
        purchased with the proceeds of such loans shall be held by a trustee
        until the Corporation has been repaid in full.

21. NOTICES

        All written notices to be given by the Optionee to the Corporation shall
        be delivered personally or by registered mail, postage prepaid,
        addressed as follows:

        PixStream Incorporated
        180 Columbia Street West



                      PixStream Incorporated, Confidential

                                        5

<PAGE>   6

        Waterloo, Ontario, Canada
        N2L 3L3     Attention:  Secretary

        Any notice given by the Optionee pursuant to the terms of an Option
        shall not be effective until actually received by the Corporation at the
        above address.

22. CORPORATE ACTION

        Nothing contained in the Plan or in an Option shall be construed so as
        to prevent the Corporation from taking corporate action which is deemed
        by the Corporation to be appropriate or in its best interest, whether or
        not such action would have an adverse effect on the Plan or any Option.

23. AMENDMENTS

        The Board of Directors shall have the right, in its sole discretion, to
        alter, amend, modify or terminate the Plan or any Option granted under
        the Plan at any time without notice. The Board of Directors shall not,
        however, alter, amend or modify Schedule I more often than once every
        six months other than to comport with changes to applicable tax and
        employee benefit laws and the respective rules and regulations
        thereunder. No such amendment, however, may, without the consent of the
        Optionee, alter or impair any rights or increase any obligations with
        respect to an Option previously granted under the Plan.


25. FURTHER ASSURANCES

        Each Participant shall, when requested to do so by the Corporation, sign
        and deliver all such documents relating to the granting or exercise of
        Options deemed necessary or desirable by the Corporation.

26. GOVERNING LAW

        The Plan is established under the laws of the Province of Ontario, and
        the rights of all parties and the construction and effect of each
        provision of the Plan shall be according to the laws of the Province of
        Ontario.



                      PixStream Incorporated, Confidential

                                        6
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>5
<FILENAME>f68797orex99-2.txt
<DESCRIPTION>EXHIBIT 99.2
<TEXT>

<PAGE>   1
                                                                   EXHIBIT 99.02
                             PIXSTREAM INCORPORATED
                       STOCK OPTION PLAN OPTION AGREEMENT

                                 (KEY EMPLOYEE)


To:      [name]



Date:    [date] ("Grant Date")


Re:      PixStream Incorporated Key Employee Stock Option Plan


The options described below have been granted in accordance with the Key
Employee Stock Option Plan for Pixstream Incorporated (the "Plan") a copy of
which is provided herewith or has been previously provided to you and which has
been approved by the Board of Directors and shareholders of PixStream
Incorporated (the "Company").

This is to advise you that you are entitled to participate in the Plan and have
been granted options to purchase [number] Class "A" Voting Common Shares (the
"Shares") in the capital of the Company. The granting and the terms of the
options granted in this Agreement are subject to such regulatory and other
confirmations and approvals as may be required.

1.  The option price of the Shares is $[price] per share.

2.  Your option may be exercised in whole or in part, subject to the vesting
    rules described below, at any time or from time to time, up to and
    including, but not after, [expiry] (the "Expiry Date") on which date your
    option, unless earlier terminated by reason of your death or ceasing to be a
    Participant (as defined in the Plan), shall expire:

        Vesting rules:
            Options to purchase 20% of the Shares will vest on each of the
            following dates:
                 a)  ninety days following the Grant Date; and
                 b)  each of the first, second, third and fourth anniversaries
                     of the Grant Date.

3.  Notwithstanding paragraph 13 of the Plan, the period of 365 days as noted in
    the third line thereof is deemed for the purposes of this Agreement to be
    180 days in the case of Disability or Retirement.

4.  The terms and conditions of the Plan are hereby deemed to be incorporated
    into and to form part hereof. If there is a conflict between any provision
    of this Agreement and any provision of the Plan, the relevant provision of
    this Agreement is to prevail.



<PAGE>   2

5.  No share certificates representing such Shares shall be delivered until
    payment for the Shares has been made in full.

If you desire to accept this option, please so indicate in the space below.
Please note that acceptance does not constitute an exercise of the option.
Options must be exercised in accordance with the terms and conditions of the
Plan by completing and submitting a notice of exercise substantially in the form
of Schedule "A" annexed hereto addressed to the Company at its registered office
to the attention of the Secretary, accompanied by payment in full of the option
price of the Shares in respect of which the said option is then being exercised.

                                        PIXSTREAM INCORPORATED


                                        by:_________________________________


I hereby desire to accept the above option and agree to the terms and the
conditions hereinbefore set forth including the terms and conditions of the
Plan.


------------------------------------
(Name of Participant)



<PAGE>   3

                                  SCHEDULE "A"

                             PIXSTREAM INCORPORATED

                         KEY EMPLOYEE STOCK OPTION PLAN
                               NOTICE OF EXERCISE

To:       The Secretary of PixStream Incorporated

Date:     _________________ ____, _____

Re:       PixStream Incorporated Stock Option Plan

I refer to the option granted to me on _______________ __, ______, pursuant to
the PixStream Incorporated Key Employee Stock Option Plan and evidenced by a
stock option plan agreement dated ________, wherein I was granted, subject to
the terms of the stock option plan agreement, an option to subscribe for and
purchase fully paid and non-assessable Class "A" Voting Common Shares in the
capital of PixStream Incorporated (the "Company").

In the exercise of my rights under the said option, I hereby subscribe for
_______ fully paid and non-assessable Class "A" Voting Common Shares in the
capital of the Company at $_________ per share in lawful money of Canada,
payment for which in the aggregate amount of $________ accompanies this
subscription.

Will you please cause such shares to be certified and registered as follows:


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

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

--------------------------------------------------------------------------------
(Insert full name and address of purchaser including postal code)

and forward the relevant certificate or certificates to the registered holder at
the address shown above.

                                        Yours very truly,

                                        ----------------------------------------
                                        (Signature)

                                        ----------------------------------------
                                        (Name of Optionee - Please Print)

                                        ----------------------------------------
                                        (Capacity - complete only if other than
                                        the Participant (e.g. personal legal
                                        representative or trustee))



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>6
<FILENAME>f68797orex99-3.txt
<DESCRIPTION>EXHIBIT 99.3
<TEXT>

<PAGE>   1

                                                                  EXHIBIT 99.03

                               CISCO SYSTEMS, INC.

                        STOCK OPTION ASSUMPTION AGREEMENT
                             PIXSTREAM, INCORPORATED
                         KEY EMPLOYEE STOCK OPTION PLAN


OPTIONEE: <<First_Name>><<Last_Name>>,

               STOCK OPTION ASSUMPTION AGREEMENT effective as of the 20th day of
December, 2000 by Cisco Systems, Inc., a California corporation ("Cisco").

               WHEREAS, the undersigned individual ("Optionee") holds one or
more outstanding options to purchase shares of Class "A" Voting Common Shares of
PixStream, Incorporated, a corporation existing under the laws of Canada
("PixStream"), which were granted to Optionee pursuant to the PixStream,
Incorporated Key Employee Stock Option Plan (the "Plan") and are each evidenced
by a Stock Option Plan Option Agreement or a Memorandum of Agreement (the
"Option Agreement") with any shares purchased under such options to be subject
to the terms and conditions therein.

               WHEREAS, PixStream has been acquired by Cisco (the "Merger")
pursuant to a Merger Agreement dated August 29, 2000 (the "Merger Agreement").

               WHEREAS, the provisions of the Merger Agreement require Cisco to
assume all obligations of PixStream under each outstanding option under the Plan
at the consummation of the Merger, and to issue to the holder of each such
outstanding option an agreement evidencing the assumption of such option.

               WHEREAS, pursuant to the provisions of the Merger Agreement, the
exchange ratio (the "Exchange Ratio") in effect for the assumption of options
under the Merger is 0.099537018 shares of Cisco common stock, par value
U.S.$0.001 ("Cisco Stock"), for each outstanding share of PixStream Class "A"
Voting Common Shares ("PixStream Stock").

               WHEREAS, the purpose of this Agreement is to evidence the
assumption by Cisco of the outstanding options held by Optionee at the time of
the consummation of the Merger (the "Effective Time") and to reflect certain
adjustments to Optionee's outstanding options which have become necessary in
connection with their assumption by Cisco.

               NOW, THEREFORE, it is hereby agreed as follows:

               1. The number of shares of PixStream Stock subject to the options
held by Optionee immediately prior to the Effective Time (the "PixStream
Options") and the exercise price payable per share are set forth below. Cisco
hereby assumes, as of the Effective Time, all the duties and obligations of
PixStream under each of the PixStream Options. In connection with such
assumption, the number of shares of Cisco Stock purchasable under each PixStream
Option hereby assumed and the exercise price payable thereunder (as converted
into U.S. Dollars based upon a rate of 0.65707 Canadian Dollars per U.S.
Dollar), have been adjusted to reflect the Exchange Ratio. Accordingly, the
number of shares of Cisco Stock subject to each PixStream



<PAGE>   2

Option hereby assumed shall be as specified for that option below, and the
adjusted exercise price payable per share of Cisco Stock under the assumed
PixStream Option shall also be as indicated for that option below.

--------------------------------------------------------------------------------
   PIXSTREAM STOCK OPTIONS                           CISCO ASSUMED OPTIONS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
    Number of Shares of          Exercise Price          Number of Shares of     Adjusted Exercise
   PixStream Common Stock           per Share            Cisco Common Stock      Price per Share
-----------------------------------------------------------------------------------------------------
<S>                           <C>                        <C>                     <C>
    <<PixStream_Shares>>      U.S.$<<PixStream_Price>>  <<Cisco_Shares>>         U.S.$<<Cisco_Price>>
----------------------------- ---------------------- --------------------- --------------------------
</TABLE>

               2. The intent of the foregoing adjustments to each assumed
PixStream Option is to assure that the spread between the aggregate fair market
value of the shares of Cisco Stock purchasable under each such option and the
aggregate exercise price as adjusted pursuant to this Agreement will,
immediately after the consummation of the Merger, be substantially the same as
(and in no event greater than) the spread which existed, immediately prior to
the Merger, between the then aggregate fair market value of the PixStream Stock
subject to the PixStream Option and the aggregate exercise price in effect at
such time under the Option Agreement. Such adjustments are also intended to
preserve, immediately after the Merger, on a per share basis, the same ratio of
exercise price per option share to fair market value per share which existed
under the PixStream Option immediately prior to the Merger.

               3. The following provisions shall govern each PixStream Option
hereby assumed by Cisco:

                      (a) Unless the context otherwise requires, all references
        in the Option Agreements and the Plan shall be adjusted as follows; (i)
        all references to the "Company" or "Corporation" shall mean Cisco, (ii)
        all references to "Plan" shall mean the PixStream, Incorporated Key
        Employee Stock Option Plan assumed pursuant to the Merger Agreement and
        this Assumption Agreement, (iii) all references to "Shares," "Option
        Shares," or "Plan Shares" shall mean the common stock of Cisco, par
        value U.S.$0.001 and (iv) all references to "Board" or "Board of
        Directors" shall mean the Board of Directors of Cisco.

                      (b) The grant date and the expiration date of each assumed
        PixStream Option and all other provisions which govern either the
        exercise or the termination of the assumed PixStream Option shall remain
        the same as set forth in the Option Agreement applicable to that option,
        and the provisions of the Plan and the Option Agreement shall
        accordingly govern and control Optionee's rights to purchase Cisco Stock
        under the assumed PixStream Option.

                      (c) Pursuant to the terms of the Option Agreement and the
        Plan, none of the assumed PixStream Options shall vest or become
        exercisable on an accelerated basis upon the consummation of the Merger.
        Accordingly, each PixStream Option assumed by Cisco shall continue to
        vest and become



                                        2
<PAGE>   3

        exercisable for any unvested shares of Cisco Stock subject to that
        option in accordance with the same installment vesting schedule in
        effect under the applicable Option Agreement immediately prior to the
        Effective Time; provided, however, that the number of shares subject to
        each such installment shall be adjusted to reflect the Exchange Ratio.

                      (d) Any unvested shares of Cisco Stock acquired upon the
        exercise of the assumed PixStream Options shall remain subject to a
        right of repurchase, exercisable by Cisco as the successor of PixStream
        at the adjusted exercise price paid per share, upon Optionee's
        termination of service with Cisco. The terms and provisions governing
        the exercise of such repurchase right shall be as set forth in the
        Option Agreements applicable to the assumed PixStream Option under which
        those unvested shares are acquired.

                      (e) For purposes of applying any and all provisions of the
        Option Agreement and/or the Plan relating to Optionee's status as an
        employee of PixStream, Optionee shall be deemed to continue in such
        status as an employee for so long as Optionee renders services as an
        employee to Cisco or any present or future majority-owned Cisco
        subsidiary. Accordingly, the provisions of the Option Agreements
        governing the termination of the assumed PixStream Options or the
        exercise of Cisco's repurchase rights with respect to any unvested Cisco
        Stock purchased under such options and unvested at the time of
        Optionee's cessation of service as an employee of PixStream shall
        hereafter be applied on the basis of Optionee's cessation of employee
        status with Cisco and its majority-owned subsidiaries. Each assumed
        PixStream Option shall accordingly terminate, within the designated time
        period in effect under the Option Agreements for that option following
        such cessation of service as an employee of Cisco and its majority-owned
        subsidiaries.

                      (f) The adjusted exercise price payable for the Cisco
        Stock subject to each assumed PixStream Option shall be payable in any
        of the forms authorized under the Option Agreement applicable to that
        option. For purposes of determining the holding period of any shares of
        Cisco Stock delivered in payment of such adjusted exercise price, the
        period for which such shares were held as PixStream Stock prior to the
        Merger shall be taken into account.

                      (g) In order to exercise each assumed PixStream Option,
        Optionee must deliver to Cisco a written notice of exercise in which the
        number of shares of Cisco Stock to be purchased thereunder must be
        indicated. The exercise notice must be accompanied by payment of the
        adjusted exercise price payable for the purchased shares of Cisco Stock
        and should be delivered to Cisco at the following address:



                                        3
<PAGE>   4

                  Cisco Systems, Inc.
                  170 West Tasman Drive
                  MS 11-3
                  San Jose, CA 95134
                  Attention:  Stock Administration

               4. Except to the extent specifically modified by this Option
Assumption Agreement, all of the terms and conditions of each Option Agreement
as in effect immediately prior to the Merger shall continue in full force and
effect and shall not in any way be amended, revised or otherwise affected by
this Stock Option Assumption Agreement.


               IN WITNESS WHEREOF, Cisco Systems, Inc. has caused this Stock
Option Assumption Agreement to be executed on its behalf by its duly-authorized
officer as of the 20th day of December, 2000.


                                        CISCO SYSTEMS, INC.

                                        By: /s/ LARRY R. CARTER
                                           -------------------------------------
                                                Larry R. Carter
                                                Corporate Secretary



                                 ACKNOWLEDGMENT


               The undersigned acknowledges receipt of the foregoing Stock
Option Assumption Agreement and understands that all rights and liabilities with
respect to each of his or her PixStream Options hereby assumed by Cisco are as
set forth in the Option Agreement, the Plan, as applicable, and such Stock
Option Assumption Agreement.



                                           -------------------------------------
                                           <<FIRST_NAME>><<LAST_NAME>>, OPTIONEE


DATED:  __________________, 2001



                                        4
</TEXT>
</DOCUMENT>
</SUBMISSION>
