<PAGE>   1
       As filed with the Securities and Exchange Commission June 22, 2000
                                                     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)

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

             INFOGEAR TECHNOLOGY CORPORATION 1998 STOCK OPTION PLAN
                      PENTACOM, LTD. 1999 SHARE OPTION PLAN
                   SIGHTPATH, INC. 1998 STOCK AND OPTION PLAN

                              --------------------
                            (Full title of the Plans)

                              --------------------
                                JOHN T. CHAMBERS
                 PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR
                               CISCO SYSTEMS, INC.
             300 WEST TASMAN DRIVE, SAN JOSE, CALIFORNIA 95134-1706
                     (Name and address of agent for service)
                                 (408) 526-4000
          (Telephone number, including area code, of agent for service)

                              --------------------
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
                                                                   Proposed              Proposed
                Title of                                           Maximum               Maximum
               Securities                     Amount               Offering             Aggregate         Amount of
                  to be                       to be                 Price                Offering       Registration
               Registered                 Registered(1)          per Share(2)            Price(2)            Fee
               ----------                 -------------         -------------           ---------       ------------
<S>                                       <C>                    <C>                  <C>                <C>
InfoGear Technology Corporation
1998 Stock Option Plan
Common Stock (par value $.001)              506,760 Shares       $ 5.22               $ 2,645,287.20     $   698.36

Pentacom, LTD. 1999 Share Option
Plan Common Stock (par value $.001)         834,933 Shares       $ 5.45               $ 4,550,384.85     $ 1,201.30

SightPath, Inc. 1998 Stock and
Option Plan Common Stock
(par value $.001)                         2,383,225 Shares       $16.01               $38,155,432.25     $10,073.03



                        Total:            3,724,918 Shares                            Aggregate Filing   $11,972.69
                                                                                      Fee
====================================================================================================================
</TABLE>

(1)  This Registration Statement shall also cover any additional shares of
     Registrant's Common Stock which become issuable under the InfoGear
     Technology Corporation 1998 Stock Option Plan, the Pentacom, LTD. 1999
     Share Option Plan and the SightPath, Inc. 1998 Stock and Option Plan 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
     Registrant's outstanding shares of 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.

     With respect to securities to be offered to employees of the Registrant's
or its subsidiary, which are subject to the securities laws of the State of
Israel, the following legend shall apply:

     "THE SECURITIES AUTHORITY OF THE STATE OF ISRAEL HAS EXEMPTED CISCO
SYSTEMS, INC. FROM THE REQUIREMENT UNDER ISRAELI LAW TO OBTAIN A PERMIT WITH
REGARD TO THIS FORM S-8. NOTHING IN THE EXEMPTION GRANTED SHALL BE CONSTRUED AS
AUTHENTICATING THE MATTERS CONTAINED IN THIS FORM S-8 OR AN APPROVAL OF THEIR
RELIABILITY OR ACCURACY OR AN EXPRESSION OF AN OPINION AS TO THE QUALITY OF THE
SECURITIES OFFERED HEREBY."
<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 31, 1999, filed with the Commission on September 28, 1999, as
          amended on Form 10-K405/A filed with the Commission on February 3,
          2000, pursuant to Section 13 of the Securities Exchange Act of 1934,
          as amended (the "1934 Act");

     (b)  The Registrant's Current Reports on Form 8-K filed with the Commission
          on August 13, 1999 (as amended on Form 8-K/A filed with the Commission
          on August 13, 1999), August 26, 1999, September 27, 1999, October 20,
          1999, November 4, 1999, November 17, 1999, December 15, 1999 (as
          amended on Form 8-K/A filed with the Commission on February 3, 2000),
          December 22, 1999, February 17, 2000, March 16, 2000, March 27, 2000,
          March 28, 2000, April 3, 2000, May 3, 2000, May 15, 2000, May 18,
          2000, May 26, 2000 and June 7, 2000;

     (c)  The Registrant's Quarterly Reports on Form 10-Q for the fiscal
          quarters ended October 30, 1999, January 29, 2000 and April 29, 2000,
          filed with the Commission on December 14, 1999, (as amended on Form
          10-Q/A filed with the Commission on February 3, 2000) March 14, 2000
          and June 13, 2000, respectively;

     (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.

Item 5. Interests of Named Experts and Counsel

          Not Applicable.

Item 6. Indemnification of Directors and Officers


                                      II-1
<PAGE>   3

     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 of 1933, as amended, (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 Statements 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          InfoGear Technology Corporation 1998 Stock Option Plan.
   99.2          Form of Stock Option Agreement.
   99.3          Form of Option Assumption Agreement for InfoGear Technology
                 Corporation.
   99.4          Form of Option Assumption Agreement-Acceleration for InfoGear
                 Technology Corporation.
   99.5          Pentacom, LTD. 1999 Share Option Plan.
   99.6          Form of Notice of Grant.
   99.7          Form of Share Option Agreement.
   99.8          Form of Option Assumption Agreement for Pentacom, LTD.
   99.9          SightPath, Inc. 1998 Stock and Option Plan.
   99.10         Form of Incentive Stock Option Agreement.
   99.11         Form of Non-Qualified Stock Option Agreement.
   99.12         Form of Option Assumption Agreement for SightPath, Inc.
   99.13         Form of Option Assumption Agreement-VP for SightPath, Inc.
</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
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 InfoGear
Technology Corporation 1998 Stock Option Plan, the PentaCom, LTD. 1999 Share
Option Plan and the SightPath, Inc. 1998 Stock and Option Plan.


                                      II-2
<PAGE>   4

          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 22 day of
June, 2000.

                           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             June 22, 2000
----------------------------------       Officer and Director
John T. Chambers                         (Principal Executive Officer)


/s/ LARRY R. CARTER                      Senior Vice President, Finance         June 22, 2000
----------------------------------       and Administration, Chief Financial
Larry R. Carter                          Officer and Secretary
                                         (Principal Financial and Accounting
                                         Officer)

/s/ JOHN P. MORGRIDGE                    Chairman of the Board and              June 22, 2000
----------------------------------       Director
John P. Morgridge

/s/ DONALD T. VALENTINE                  Vice Chairman of the Board and         June 22, 2000
----------------------------------       Director
Donald T. Valentine

</TABLE>

                                      II-4
<PAGE>   6
<TABLE>
<CAPTION>
Signature                                Title                                              Date
---------                                -----                                              ----
<S>                                      <C>                                    <C>


/s/ JAMES F. GIBBONS                     Director                               June 22, 2000
----------------------------------
James F. Gibbons

/s/ STEVEN M. WEST                       Director                               June 22, 2000
----------------------------------
Steven M. West

/s/ EDWARD R. KOZEL                      Director                               June 22, 2000
----------------------------------
Edward R. Kozel

                                         Director
----------------------------------
Carol A. Bartz

/s/ JAMES C. MORGAN                      Director                               June 22, 2000
----------------------------------
James C. Morgan

/s/ MARY CIRILLO                         Director                               June 22, 2000
----------------------------------
Mary Cirillo

/s/ ARUN SARIN                           Director                               June 22, 2000
----------------------------------
Arun Sarin
</TABLE>


                                      II-5
<PAGE>   7

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    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 Statements 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          InfoGear Technology Corporation 1998 Stock Option Plan.
   99.2          Form of Stock Option Agreement.
   99.3          Form of Option Assumption Agreement for InfoGear Technology
                 Corporation.
   99.4          Form of Option Assumption Agreement-Acceleration for InfoGear
                 Technology Corporation.
   99.5          Pentacom, LTD. 1999 Share Option Plan.
   99.6          Form of Notice of Grant.
   99.7          Form of Share Option Agreement.
   99.8          Form of Option Assumption Agreement for Pentacom, LTD.
   99.9          SightPath, Inc. 1998 Stock and Option Plan.
   99.10         Form of Incentive Stock Option Agreement.
   99.11         Form of Non-Qualified Stock Option Agreement.
   99.12         Form of Option Assumption Agreement for SightPath, Inc.
   99.13         Form of Option Assumption Agreement-VP for SightPath, Inc.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 21958}]
{"company-data": {"conformed-name": "CISCO SYSTEMS INC", "cik": "0000858877", "assigned-sic": "3576", "irs-number": "770059951", "state-of-incorporation": "CA", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39902", "film-number": "659318"}, "business-address": {"street1": "170 WEST TASMAN DRIVE", "city": "SAN JOSE", "state": "CA", "zip": "95134-1706", "phone": "4085264000"}, "mail-address": {"street1": "225 WEST TASMAN DRIVE", "city": "SAN JOSE", "state": "CA", "zip": "95134-1706"}}
1
       As filed with the Securities and Exchange Commission June 22, 2000
                                                     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)
CALIFORNIA                                    77-0059951
  (State or other jurisdiction                 (IRS Employer Identification No.)
of incorporation or organization)
170 WEST TASMAN DRIVE, SAN JOSE, CALIFORNIA 95134-1706
               (Address of principal executive offices) (Zip Code)

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

             INFOGEAR TECHNOLOGY CORPORATION 1998 STOCK OPTION PLAN
                      PENTACOM, LTD. 1999 SHARE OPTION PLAN
                   SIGHTPATH, INC. 1998 STOCK AND OPTION PLAN

                              --------------------
                            (Full title of the Plans)

                              --------------------
                                JOHN T. CHAMBERS
                 PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR
                               CISCO SYSTEMS, INC.
             300 WEST TASMAN DRIVE, SAN JOSE, CALIFORNIA 95134-1706
                     (Name and address of agent for service)
                                 (408) 526-4000
          (Telephone number, including area code, of agent for service)

                              --------------------
                         CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                                   Proposed              Proposed
                Title of                                           Maximum               Maximum
               Securities                     Amount               Offering             Aggregate         Amount of
                  to be                       to be                 Price                Offering       Registration
               Registered                 Registered(1)          per Share(2)            Price(2)            Fee
               ----------                 -------------         -------------           ---------       ------------
InfoGear Technology Corporation
1998 Stock Option Plan
Common Stock (par value $.001)              506,760 Shares       $ 5.22               $ 2,645,287.20     $   698.36

Pentacom, LTD. 1999 Share Option
Plan Common Stock (par value $.001)         834,933 Shares       $ 5.45               $ 4,550,384.85     $ 1,201.30

SightPath, Inc. 1998 Stock and
Option Plan Common Stock
(par value $.001)                         2,383,225 Shares       $16.01               $38,155,432.25     $10,073.03

                        Total:            3,724,918 Shares                            Aggregate Filing   $11,972.69
                                                                                      Fee
====================================================================================================================
(1)  This Registration Statement shall also cover any additional shares of
     Registrant's Common Stock which become issuable under the InfoGear
     Technology Corporation 1998 Stock Option Plan, the Pentacom, LTD. 1999
     Share Option Plan and the SightPath, Inc. 1998 Stock and Option Plan 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
     Registrant's outstanding shares of 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.

     With respect to securities to be offered to employees of the Registrant's
or its subsidiary, which are subject to the securities laws of the State of
Israel, the following legend shall apply:

     "THE SECURITIES AUTHORITY OF THE STATE OF ISRAEL HAS EXEMPTED CISCO
SYSTEMS, INC. FROM THE REQUIREMENT UNDER ISRAELI LAW TO OBTAIN A PERMIT WITH
REGARD TO THIS FORM S-8. NOTHING IN THE EXEMPTION GRANTED SHALL BE CONSTRUED AS
AUTHENTICATING THE MATTERS CONTAINED IN THIS FORM S-8 OR AN APPROVAL OF THEIR
RELIABILITY OR ACCURACY OR AN EXPRESSION OF AN OPINION AS TO THE QUALITY OF THE
SECURITIES OFFERED HEREBY."
2
                                     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 31, 1999, filed with the Commission on September 28, 1999, as
          amended on Form 10-K405/A filed with the Commission on February 3,
          2000, pursuant to Section 13 of the Securities Exchange Act of 1934,
          as amended (the "1934 Act");

     (b)  The Registrant's Current Reports on Form 8-K filed with the Commission
          on August 13, 1999 (as amended on Form 8-K/A filed with the Commission
          on August 13, 1999), August 26, 1999, September 27, 1999, October 20,
          1999, November 4, 1999, November 17, 1999, December 15, 1999 (as
          amended on Form 8-K/A filed with the Commission on February 3, 2000),
          December 22, 1999, February 17, 2000, March 16, 2000, March 27, 2000,
          March 28, 2000, April 3, 2000, May 3, 2000, May 15, 2000, May 18,
          2000, May 26, 2000 and June 7, 2000;

     (c)  The Registrant's Quarterly Reports on Form 10-Q for the fiscal
          quarters ended October 30, 1999, January 29, 2000 and April 29, 2000,
          filed with the Commission on December 14, 1999, (as amended on Form
          10-Q/A filed with the Commission on February 3, 2000) March 14, 2000
          and June 13, 2000, respectively;

     (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.

Item 5. Interests of Named Experts and Counsel

          Not Applicable.

Item 6. Indemnification of Directors and Officers

                                      II-1
3

     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 of 1933, as amended, (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
Exhibit Number   Exhibit
4             Instruments  Defining the Rights of Stockholders.  Reference is
                 made to Registrant's Registration Statements 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          InfoGear Technology Corporation 1998 Stock Option Plan.
   99.2          Form of Stock Option Agreement.
   99.3          Form of Option Assumption Agreement for InfoGear Technology
                 Corporation.
   99.4          Form of Option Assumption Agreement-Acceleration for InfoGear
                 Technology Corporation.
   99.5          Pentacom, LTD. 1999 Share Option Plan.
   99.6          Form of Notice of Grant.
   99.7          Form of Share Option Agreement.
   99.8          Form of Option Assumption Agreement for Pentacom, LTD.
   99.9          SightPath, Inc. 1998 Stock and Option Plan.
   99.10         Form of Incentive Stock Option Agreement.
   99.11         Form of Non-Qualified Stock Option Agreement.
   99.12         Form of Option Assumption Agreement for SightPath, Inc.
   99.13         Form of Option Assumption Agreement-VP for SightPath, Inc.
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
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 InfoGear
Technology Corporation 1998 Stock Option Plan, the PentaCom, LTD. 1999 Share
Option Plan and the SightPath, Inc. 1998 Stock and Option Plan.

                                      II-2
4

          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
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 22 day of
June, 2000.

                           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:
Signature                                Title                                         Date
---------                                -----                                         ----
/s/ JOHN T. CHAMBERS                     President, Chief Executive             June 22, 2000
----------------------------------       Officer and Director
John T. Chambers                         (Principal Executive Officer)

/s/ LARRY R. CARTER                      Senior Vice President, Finance         June 22, 2000
----------------------------------       and Administration, Chief Financial
Larry R. Carter                          Officer and Secretary
                                         (Principal Financial and Accounting
                                         Officer)

/s/ JOHN P. MORGRIDGE                    Chairman of the Board and              June 22, 2000
----------------------------------       Director
John P. Morgridge

/s/ DONALD T. VALENTINE                  Vice Chairman of the Board and         June 22, 2000
----------------------------------       Director
Donald T. Valentine
II-4
6
Signature                                Title                                              Date
---------                                -----                                              ----
/s/ JAMES F. GIBBONS                     Director                               June 22, 2000
----------------------------------
James F. Gibbons

/s/ STEVEN M. WEST                       Director                               June 22, 2000
----------------------------------
Steven M. West

/s/ EDWARD R. KOZEL                      Director                               June 22, 2000
----------------------------------
Edward R. Kozel

                                         Director
----------------------------------
Carol A. Bartz

/s/ JAMES C. MORGAN                      Director                               June 22, 2000
----------------------------------
James C. Morgan

/s/ MARY CIRILLO                         Director                               June 22, 2000
----------------------------------
Mary Cirillo

/s/ ARUN SARIN                           Director                               June 22, 2000
----------------------------------
Arun Sarin
II-5
7

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                               CISCO SYSTEMS, INC.
8
                                  EXHIBIT INDEX
Exhibit Number   Exhibit
--------------   -------
4             Instruments Defining the Rights of Stockholders. Reference is
                 made to Registrant's  Registration Statements 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          InfoGear Technology Corporation 1998 Stock Option Plan.
   99.2          Form of Stock Option Agreement.
   99.3          Form of Option Assumption Agreement for InfoGear Technology
                 Corporation.
   99.4          Form of Option Assumption Agreement-Acceleration for InfoGear
                 Technology Corporation.
   99.5          Pentacom, LTD. 1999 Share Option Plan.
   99.6          Form of Notice of Grant.
   99.7          Form of Share Option Agreement.
   99.8          Form of Option Assumption Agreement for Pentacom, LTD.
   99.9          SightPath, Inc. 1998 Stock and Option Plan.
   99.10         Form of Incentive Stock Option Agreement.
   99.11         Form of Non-Qualified Stock Option Agreement.
   99.12         Form of Option Assumption Agreement for SightPath, Inc.
   99.13         Form of Option Assumption Agreement-VP for SightPath, Inc.