As filed with the Securities and Exchange Commission on July 29, 2016        Registration No. 333-

UNITED STATES
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
of Incorporation or Organization)	 	(I.R.S. Employer
Identification No.)	
170 West Tasman Drive
San Jose, California 95134-1706
(Address of Principal Executive Offices) (Zip Code)
Cisco Systems, Inc. 2005 Stock Incentive Plan
(Full Title of the Plan)
______________________

Evan Sloves
Secretary
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

					
Title of Each Class of Securities	Amount To Be
Registered (1)	Proposed Maximum Offering Price
Per Unit (2)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee	
Common Stock,
$0.001 par value per share
	135,000,000	$30.555	$4,124,925,000.00	$415,379.95	

(1)	This Registration Statement shall also cover any additional shares of the Registrant's common stock that become issuable in respect of the securities identified in the above table 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 the Registrant's common stock.	

(2)	Calculated solely for the purposes of this offering under Rule 457(c) and (h) of the Securities Act of 1933, as amended, on the basis of the average of the high and low prices of the Registrant’s common stock as reported on The NASDAQ Global Select Market on July 28, 2016.	

Table of Contents

TABLE OF CONTENTS

	
			
PART II	 	 	
Item 3.	Incorporation of Documents by Reference	II-1	
Item 4.	Description of Securities	II-1	
Item 5.	Interests of Named Experts and Counsel	II-1	
Item 6.	Indemnification of Directors and Officers	II-1	
Item 7.	Exemption from Registration Claimed	II-2	
Item 8.	Exhibits	II-2	
Item 9.	Undertakings	II-3	
SIGNATURES	 	 	
 	 	 	
EXHIBIT INDEX
EXHIBIT 5.1
EXHIBIT 23.1
EXHIBIT 23.2
EXHIBIT 24
EXHIBIT 99.1

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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 25, 2015 filed with the Commission on September 8, 2015 pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);	

(b)	All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above; and	

(c)	The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A (No. 000-18225) 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, and including any other amendments or reports filed for the purpose of updating such description.	

All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing 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 such documents, except as to specific sections of such statements as set forth therein. Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K prior or subsequent to the date hereof shall not be incorporated by reference into this Registration Statement. 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 in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such 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 .	
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 “Securities 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, and maintains directors’ and officers’ liability insurance under which its directors and officers are insured against loss (as defined in the policy) as a result of certain claims brought against them in such capacities.

II-1

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Item 7.	Exemption from Registration Claimed .	
Not applicable.
		
Item 8.	Exhibits .	

													
	 		 	Incorporated by Reference	 		
Exhibit
Number	 	Exhibit Description	 	Form	 	File No.	 	Exhibit	 	Filing Date	 	Filed
Herewith	
	 		 		 		 		 		 		
4.1	 	Restated Articles of Incorporation of Cisco Systems, Inc., as currently in effect.	 	S-3	 	333-56004	 	4.1	 	February 21, 2001	 		
	 		 		 		 		 		 		
4.2	 	Amended and Restated Bylaws of Cisco Systems, Inc., as currently in effect.	 	8-K	 	000-18225	 	3.1	 	July 29, 2016	 		
	 		 		 		 		 		 		
5.1	 	Opinion and Consent of Orrick, Herrington & Sutcliffe LLP.	 		 		 		 		 	X	
	 		 		 		 		 		 		
23.1	 	Consent of Independent Registered Public Accounting Firm.	 		 		 		 		 	X	
	 		 		 		 		 		 		
23.2	 	Consent of Orrick, Herrington & Sutcliffe LLP (contained in Exhibit 5.1).	 		 		 		 		 	X	
	 		 		 		 		 		 		
24	 	Power of Attorney (incorporated by reference to Page II‑4 of this Registration Statement).	 		 		 		 		 	X	
	 		 		 		 		 		 		
99.1	 	Cisco Systems, Inc. 2005 Stock Incentive Plan (including related forms of agreements), as amended and restated effective as of June 2, 2016.	 	8-K	 	000-18225	 	10.1	 	June 7, 2016	 		

II-2

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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 Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement — notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective 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 clauses is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement; (2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) to remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.
B.     The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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 Securities Act may be permitted to directors, officers and 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 Securities 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 Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 July 29, 2016 .

	
	
Cisco Systems, Inc.	
 	
By: /s/ Charles H. Robbins	
Charles H. Robbins,	
Chief Executive Officer	

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS , that each person whose signature appears below does hereby constitute and appoint Charles H. Robbins, Kelly A. Kramer, Mark Chandler and Evan Sloves, and each of them, with full power of substitution, such person’s true and lawful attorneys-in-fact and agents for such person, with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

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 in the capacities and on the dates indicated.

			
Signature	Title	Date	
 	 	 	
/s/ Charles H. Robbins	Chief Executive Officer and Director	July 29, 2016	
Charles H. Robbins	(Principal Executive Officer)	 	
 	 	 	
/s/ Kelly A. Kramer	Executive Vice President and Chief Financial Officer	July 29, 2016	
Kelly A. Kramer	(Principal Financial Officer)	 	
 	 	 	
/s/ Prat S. Bhatt	Senior Vice President, Corporate Controller and
Chief Accounting Officer	July 29, 2016	
Prat S. Bhatt	(Principal Accounting Officer)	 	

 	 	 	

II-4

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Signature	Title	Date	
 	 	 	
/s/ John T. Chambers	Executive Chairman	July 29, 2016	
John T. Chambers	 	 	
 	 	 	
/s/ Carol A. Bartz	Lead Independent Director	July 29, 2016	
Carol A. Bartz	 	 	
 	 	 	
/s/ M. Michele Burns	Director	July 29, 2016	
M. Michele Burns	 	 	
 	 	 	
/s/ Michael D. Capellas	Director	July 29, 2016	
Michael D. Capellas	 	 	
 	 	 	
 	Director	 	
Brian L. Halla	 	 	
 	 	 	
/s/ John L. Hennessy	Director	July 29, 2016	
Dr. John L. Hennessy	 	 	
 	 	 	
 	Director	 	
Dr. Kristina M. Johnson	 	 	
 	 	 	
/s/ Roderick C. McGeary	Director	July 29, 2016	
Roderick C. McGeary	 	 	
 	 	 	
/s/ Arun Sarin	Director	July 29, 2016	
Arun Sarin	 	 	
 	 	 	
/s/ Steven M. West	Director	July 29, 2016	
Steven M. West	 	 	

II-5

Table of Contents

EXHIBIT INDEX

	
													
	 		 	Incorporated by Reference	 		
Exhibit
Number	 	Exhibit Description	 	Form	 	File No.	 	Exhibit	 	Filing Date	 	Filed
Herewith	
 	 	 	 	 	 	 	 	 	 	 	 	 	
4.1	 	Restated Articles of Incorporation of Cisco Systems, Inc., as currently in effect.	 	S-3	 	333-56004	 	4.1	 	February 21, 2001	 		
 	 	 	 	 	 	 	 	 	 	 	 	 	
4.2	 	Amended and Restated Bylaws of Cisco Systems, Inc., as currently in effect.	 	8-K	 	000-18225	 	3.1	 	July 29, 2016	 		
 	 	 	 	 	 	 	 	 	 	 	 	 	
5.1	 	Opinion and Consent of Orrick, Herrington & Sutcliffe LLP.	 		 		 		 		 	X	
 	 	 	 	 	 	 	 	 	 	 	 	 	
23.1	 	Consent of Independent Registered Public Accounting Firm.	 		 		 		 		 	X	
 	 	 	 	 	 	 	 	 	 	 	 	 	
23.2	 	Consent of Orrick, Herrington & Sutcliffe LLP (contained in Exhibit 5.1).	 		 		 		 		 	X	
 	 	 	 	 	 	 	 	 	 	 	 	 	
24	 	Power of Attorney (incorporated by reference to Page II‑4 of this Registration Statement).	 		 		 		 		 	X	
 	 	 	 	 	 	 	 	 	 	 	 	 	
99.1	 	Cisco Systems, Inc. 2005 Stock Incentive Plan (including related forms of agreements), as amended and restated effective as of June 2, 2016.	 	8-K	 	000-18225	 	10.1	 	June 7, 2016	 		

II-6

Exhibit 5.1

	
	
Orrick, Herrington & Sutcliffe LLP	
The Orrick Building	
405 Howard Street	
San Francisco, CA 94105-2669	
T+1 415 773 5700	
F+1 415 773 5759	
orrick.com	
July 29, 2016
Cisco Systems, Inc.
170 West Tasman Drive
San Jose, CA 95134
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
At your request, we are rendering this opinion in connection with the proposed issuance of up to 135,000,000 shares of common stock (“Common Stock”) of Cisco Systems, Inc., a California corporation (the “Company”), pursuant to the 2005 Stock Incentive Plan, as amended and restated effective as of June 2, 2016 (the “Plan”), and pursuant to a Registration Statement on Form S-8.

We have examined instruments, documents, and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy, and completeness of the information, representations, and warranties contained in the records, documents, instruments and certificates we have reviewed.

Based on such examination, we are of the opinion that the shares of Common Stock to be issued by the Company pursuant to the Plan are duly authorized, and when issued and sold as described in the Plan and Registration Statement, will be legally issued, fully paid, and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the above referenced Registration Statement on Form S-8 and to the use of our name wherever it appears in said Registration Statement. In giving such consent, we do not consider that we are “experts” within the meaning of such term as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission issued thereunder with respect to any part of the Registration Statement, including this opinion, as an exhibit or otherwise.

Very truly yours,

/s/ Orrick, Herrington & Sutcliffe LLP
Orrick, Herrington & Sutcliffe LLP

1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated September 8, 2015 relating to the consolidated financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Cisco Systems, Inc.’s Annual Report on Form 10-K for the year ended July 25, 2015.

/s/ PricewaterhouseCoopers LLP
San Jose, California
July 29, 2016