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Technology Stocks : Cisco Systems, Inc. (CSCO) -- Ignore unavailable to you. Want to Upgrade?

To: Eric who wrote (25973)	5/24/1999 6:23:00 PM
From: KS	Respond to of 77400

Another one Eric, May 24, 1999 17:46 CISCO SYSTEMS INC files prospectus Excerpted from 424B3 filed on 05/24 by CISCO SYSTEMS INC: CISCO SYSTEMS INC files prospectus DESCRIPTIONPROSPECTUS FILED PURSUANT TO RULE 424(B)(3) Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-78601 LOGO Dear GeoTel Stockholders: I am writing to you today about the most significant opportunity in our young history. This is our proposal to merge with Cisco Systems, Inc. This merger will permit the resulting combined company to offer a single comprehensive solution for telephony and data. In the merger, each share of your GeoTel common stock will be exchanged for 0.5138 of a share of Cisco common stock, prior to adjustment for Cisco's two-for-one stock split which will be effected on June 21, 1999. Giving effect to Cisco's two-for-one stock split, each share of your GeoTel common stock will be exchanged for 1.0276 shares of Cisco common stock. Cisco common stock is traded on the Nasdaq National Market under the trading symbol "CSCO," and on May 17, 1999, Cisco common stock closed at $116.44 per share. We believe the merger offers significant value to our stockholders. Before we can merge, a majority of the stockholders of GeoTel must vote on the specific proposal that will allow the merger to take place. This proposal approves the merger agreement related to the merger. Only stockholders who hold shares of GeoTel common stock at the close of business on May 17, 1999 will be entitled to vote at the special meeting. We are very excited by the opportunities we envision for the combined company. Your Board of Directors has carefully studied the terms and conditions of the merger and unanimously recommends that you approve the merger agreement. This proxy statement/prospectus provides you with detailed information concerning Cisco and the merger. Please give all of the information contained in the proxy statement/prospectus your careful attention. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE DISCUSSION IN THE SECTION ENTITLED "RISK FACTORS" ON PAGE 14 OF THIS PROXY STATEMENT/PROSPECTUS. TO VOTE YOUR SHARES, you may use the enclosed proxy card or attend a special stockholders meeting that will be held for this important vote. The special meeting will be held on Wednesday, June 23, 1999, at 10:00 a.m., at Cross Point at 900 Chelmsford Street, Lowell, Massachusetts in the Dining Room of Tower 3 on the first floor. YOUR VOTE IS VERY IMPORTANT. To approve the merger agreement, you MUST vote "FOR" the proposal by following the instructions stated on the enclosed proxy card. If you do not vote at all, it will, in effect, count as a vote against the proposal. We urge you to vote FOR this proposal, a necessary step in the merger of GeoTel Communications Corporation and Cisco Systems, Inc. Sincerely, LOGO John C. Thibault President and Chief Executive Officer