<PAGE>   1
     As filed with the Securities and Exchange Commission on August 14, 1997
                                           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 issuer 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)

                              --------------------
                          SKYSTONE SYSTEMS CORPORATION
                           EMPLOYEE STOCK OPTION PLAN
                            (Full title of the plan)

                              --------------------
                                JOHN T. CHAMBERS
                 PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR
                               CISCO SYSTEMS, INC.
             170 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>    

Skystone Systems Corporation
Employee Stock Option Plan
--------------------------

Common Stock                        252,138       $5.3044          $1,337,441        $405
</TABLE>
================================================================================

(1) This Registration Statement shall also cover any additional shares of Common
    Stock which become issuable under the Skystone Systems Corporation Employee
    Stock Option Plan by reason of any stock dividend, stock split,
    recapitalization or other similar transaction effected without the 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.


<PAGE>   2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain 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 28, 1996 filed with the Commission on October 25,
                1996, pursuant to Section 13 of the Securities Exchange Act of
                1934 (the "1934 Act").

        (b)     The Registrant's Quarterly Reports on Form 10-Q for the fiscal
                quarters ended October 26, 1996, January 25, 1997 and April 26,
                1997, filed with the Commission on December 10, 1996, March 10,
                1997 and June 10, 1997, respectively, and any amendments
                thereto.

        (c)     The Registrant's reports on Form 8-K filed with the Commission
                on October 1, 1996 and January 22, 1997, respectively.

        (d)     The Registrant's Registration Statement No. 0-18225 on Form 8-A
                filed with the Commission on January 11, 1990, together with
                Amendment No. 1 on Form 8-A filed with the Commission on
                February 15, 1990, in which there is described the terms, rights
                and provisions applicable to the Registrant's outstanding Common
                Stock.

        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 deregisters 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.


<PAGE>   3
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 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>                                                                                         
     4.0          Instruments Defining Rights of Shareholders.  Reference is made to Registrant's
                  Registration Statement No. 0-18225 on Form 8-A which is incorporated herein by reference
                  pursuant to Item 3(c).
     5.0          Opinion of Brobeck, Phleger & Harrison LLP.
    23.1          Consent of Independent Accountants - Coopers & Lybrand L.L.P.
    23.2          Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
    24.0          Power of Attorney.  Reference is made to page II-4 of this Registration Statement.
    99.1          Skystone Systems Corporation Employee Stock Option Plan.
    99.2          Form of Memorandum to Employees re: Stock Options.
    99.3          Form of Offer Letter Granting Stock Options.
    99.4          Form of Memorandum re: Assumption of Stock Options.
    99.5          Form of Stock 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 the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement, and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement; 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
paragraphs 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 the 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 Skystone Systems Corporation Employee
Stock 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 the Registration Statement shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        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 indemnity provisions summarized in Item 6 or
otherwise, the Registrant has been informed 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 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 14th day of August, 1997.

                                       CISCO SYSTEMS, INC.

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



KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints John T. Chambers and Larry R. Carter and each of them
acting individually, as such person's true and lawful attorneys-in-fact and
agents, each with full power of substitution, for such person, 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 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 by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated:


<TABLE>
<CAPTION>
Signatures                        Title                                         Date
----------                        -----                                         ----
<S>                               <C>                                           <C> 



/s/ John T. Chambers              President, Chief Executive                    August 14, 1997
-----------------------------     Officer and Director (Principal
John T. Chambers                  Executive Officer)             
                                  



/s/ Larry R. Carter               Vice President, Finance and                   August 14, 1997
-----------------------------     Administration, Chief Financial    
Larry R. Carter                   Officer and Secretary              
                                  (Principal Financial and Accounting
                                  Officer)                           
                                  



/s/ John P. Morgridge             Chairman of the Board                         August 14, 1997
-----------------------------     and Director
John P. Morgridge                 
</TABLE>


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



/s/ Donald T. Valentine           Director                                      August 14, 1997
-----------------------------
Donald T. Valentine



/s/ James F. Gibbons              Director                                      August 14, 1997
-----------------------------
James F. Gibbons



/s/ Robert L. Puette              Director                                      August 14, 1997
-----------------------------
Robert L. Puette



                                  Director
-----------------------------
Masayoshi Son



/s/ Steven M. West                Director                                      August 14, 1997
-----------------------------
Steven M. West



/s/ Richard M. Moley              Director                                      August 14, 1997
-----------------------------
Richard M. Moley



/s/ Edward Kozel                  Director                                      August 14, 1997
-----------------------------
Edward Kozel


/s/ Carol Bartz                   Director                                      August 14, 1997
-----------------------------
Carol Bartz
</TABLE>


                                      II-5.
<PAGE>   7
                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
 Exhibit Number       Exhibit
 --------------       -------
<S>               <C>                                                                                         

     4.0          Instruments Defining Rights of Shareholders.  Reference is made to Registrant's
                  Registration Statement No. 0-18225 on Form 8-A which is incorporated herein by reference
                  pursuant to Item 3(c).
     5.0          Opinion of Brobeck, Phleger & Harrison LLP.
    23.1          Consent of Independent Accountants - Coopers & Lybrand L.L.P.
    23.2          Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
    24.0          Power of Attorney.  Reference is made to page II-4 of this Registration Statement.
    99.1          Skystone Systems Corporation Employee Stock Option Plan.
    99.2          Form of Memorandum to Employees re: Stock Options.
    99.3          Form of Offer Letter Granting Stock Options.
    99.4          Form of Memorandum re: Assumption of Stock Options.
    99.5          Form of Stock Option Assumption Agreement.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 17350}]
{"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": "333-33613", "film-number": "97662237"}, "business-address": {"street1": "225 WEST TASMAN DRIVE", "city": "SAN JOSE", "state": "CA", "zip": "95134", "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 on August 14, 1997
                                           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 issuer 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)

                              --------------------
                          SKYSTONE SYSTEMS CORPORATION
                           EMPLOYEE STOCK OPTION PLAN
                            (Full title of the plan)

                              --------------------
                                JOHN T. CHAMBERS
                 PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR
                               CISCO SYSTEMS, INC.
             170 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
 ----------                     -------------  ------------        ---------     ------------
Skystone Systems Corporation
Employee Stock Option Plan
--------------------------

Common Stock                        252,138       $5.3044          $1,337,441        $405
================================================================================

(1) This Registration Statement shall also cover any additional shares of Common
    Stock which become issuable under the Skystone Systems Corporation Employee
    Stock Option Plan by reason of any stock dividend, stock split,
    recapitalization or other similar transaction effected without the 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.
2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain 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 28, 1996 filed with the Commission on October 25,
                1996, pursuant to Section 13 of the Securities Exchange Act of
                1934 (the "1934 Act").

        (b)     The Registrant's Quarterly Reports on Form 10-Q for the fiscal
                quarters ended October 26, 1996, January 25, 1997 and April 26,
                1997, filed with the Commission on December 10, 1996, March 10,
                1997 and June 10, 1997, respectively, and any amendments
                thereto.

        (c)     The Registrant's reports on Form 8-K filed with the Commission
                on October 1, 1996 and January 22, 1997, respectively.

        (d)     The Registrant's Registration Statement No. 0-18225 on Form 8-A
                filed with the Commission on January 11, 1990, together with
                Amendment No. 1 on Form 8-A filed with the Commission on
                February 15, 1990, in which there is described the terms, rights
                and provisions applicable to the Registrant's outstanding Common
                Stock.

        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 deregisters 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.
3
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 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
--------------    -------
4.0          Instruments Defining Rights of Shareholders.  Reference is made to Registrant's
                  Registration Statement No. 0-18225 on Form 8-A which is incorporated herein by reference
                  pursuant to Item 3(c).
     5.0          Opinion of Brobeck, Phleger & Harrison LLP.
    23.1          Consent of Independent Accountants - Coopers & Lybrand L.L.P.
    23.2          Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
    24.0          Power of Attorney.  Reference is made to page II-4 of this Registration Statement.
    99.1          Skystone Systems Corporation Employee Stock Option Plan.
    99.2          Form of Memorandum to Employees re: Stock Options.
    99.3          Form of Offer Letter Granting Stock Options.
    99.4          Form of Memorandum re: Assumption of Stock Options.
    99.5          Form of Stock Option Assumption Agreement.
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 the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement, and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement; 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
paragraphs 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 the 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 Skystone Systems Corporation Employee
Stock 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 the Registration Statement shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        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 indemnity provisions summarized in Item 6 or
otherwise, the Registrant has been informed 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 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 14th day of August, 1997.

                                       CISCO SYSTEMS, INC.

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

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints John T. Chambers and Larry R. Carter and each of them
acting individually, as such person's true and lawful attorneys-in-fact and
agents, each with full power of substitution, for such person, 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 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 by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated:
Signatures                        Title                                         Date
----------                        -----                                         ----
/s/ John T. Chambers              President, Chief Executive                    August 14, 1997
-----------------------------     Officer and Director (Principal
John T. Chambers                  Executive Officer)             
                                  

/s/ Larry R. Carter               Vice President, Finance and                   August 14, 1997
-----------------------------     Administration, Chief Financial    
Larry R. Carter                   Officer and Secretary              
                                  (Principal Financial and Accounting
                                  Officer)                           
                                  

/s/ John P. Morgridge             Chairman of the Board                         August 14, 1997
-----------------------------     and Director
John P. Morgridge
II-4.
6
Signatures                        Title                                         Date
----------                        -----                                         ----
/s/ Donald T. Valentine           Director                                      August 14, 1997
-----------------------------
Donald T. Valentine

/s/ James F. Gibbons              Director                                      August 14, 1997
-----------------------------
James F. Gibbons

/s/ Robert L. Puette              Director                                      August 14, 1997
-----------------------------
Robert L. Puette

                                  Director
-----------------------------
Masayoshi Son

/s/ Steven M. West                Director                                      August 14, 1997
-----------------------------
Steven M. West

/s/ Richard M. Moley              Director                                      August 14, 1997
-----------------------------
Richard M. Moley

/s/ Edward Kozel                  Director                                      August 14, 1997
-----------------------------
Edward Kozel

/s/ Carol Bartz                   Director                                      August 14, 1997
-----------------------------
Carol Bartz
II-5.
7
                                  EXHIBIT INDEX
Exhibit Number       Exhibit
 --------------       -------
4.0          Instruments Defining Rights of Shareholders.  Reference is made to Registrant's
                  Registration Statement No. 0-18225 on Form 8-A which is incorporated herein by reference
                  pursuant to Item 3(c).
     5.0          Opinion of Brobeck, Phleger & Harrison LLP.
    23.1          Consent of Independent Accountants - Coopers & Lybrand L.L.P.
    23.2          Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
    24.0          Power of Attorney.  Reference is made to page II-4 of this Registration Statement.
    99.1          Skystone Systems Corporation Employee Stock Option Plan.
    99.2          Form of Memorandum to Employees re: Stock Options.
    99.3          Form of Offer Letter Granting Stock Options.
    99.4          Form of Memorandum re: Assumption of Stock Options.
    99.5          Form of Stock Option Assumption Agreement.