-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I14qFbaA8Jhp5XjzHYJSKGi0HljhAMSdrMfe+AXQtg5N09sxtNnqnErZ0Huw/4C7 63+Mm8ICItYQv5wW7lWy0w== 0000912057-97-020200.txt : 19970616 0000912057-97-020200.hdr.sgml : 19970616 ACCESSION NUMBER: 0000912057-97-020200 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970612 EFFECTIVENESS DATE: 19970612 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: 3COM CORP CENTRAL INDEX KEY: 0000738076 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 942605794 STATE OF INCORPORATION: CA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-29099 FILM NUMBER: 97623329 BUSINESS ADDRESS: STREET 1: 5400 BAYFRONT PLZ CITY: SANTA CLARA STATE: CA ZIP: 95052 BUSINESS PHONE: 4087645000 S-8 1 FORM S-8 Registration No. ____________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------- 3COM CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) CALIFORNIA 94-2605794 --------------------------------- ----------------------------------- (State or other jurisdiction (I.R.S. employer identification no.) of incorporation or organization) 5400 BAYFRONT PLAZA SANTA CLARA, CALIFORNIA 95052-8145 ---------------------------------------------------- (Address of principal executive offices) (Zip code) 3COM CORPORATION OPTIONS GRANTED UNDER THE U.S. ROBOTICS CORPORATION KEY EMPLOYEE STOCK OPTION PLAN, U.S. ROBOTICS CORPORATION EXECUTIVE OFFICERS AND DIRECTORS STOCK OPTION PLAN, AND U.S. ROBOTICS CORPORATION 1996 STOCK OPTION PLAN FOR ISRAELI EMPLOYEES AND ASSUMED BY 3COM CORPORATION AND THE U.S. ROBOTICS CORPORATION 401(K) RETIREMENT SAVINGS PLAN ---------------------------------------------------------------- (Full title of the plan) ERIC A. BENHAMOU PRESIDENT AND CHIEF EXECUTIVE OFFICER 3COM CORPORATION 5400 BAYFRONT PLAZA SANTA CLARA, CALIFORNIA 95052-8145 --------------------------------------- (Name and address of agent for service) Telephone number, including area code, of agent for service: 408/764-5000 This registration statement shall hereafter become effective in accordance with Rule 462 promulgated under the Securities Act of 1933, as amended.
- ---------------------------------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------- Proposed Proposed Title of maximum maximum securities Amount offering aggregate Amount of to be to be price per offering registration registered(1) registered share(1) price(1) fee - ---------------------------------------------------------------------------------------------------------- U.S. ROBOTICS CORPORATION KEY EMPLOYEE STOCK OPTION PLAN 14,021,184 $21.6843 $304,039,354.49 U.S. ROBOTICS CORPORATION EXECUTIVE OFFICERS AND DIRECTORS STOCK OPTION PLAN 16,577,344 $11.0302 $182,851,893.43 U.S. ROBOTICS CORPORATION 1996 STOCK OPTION PLAN FOR ISRAELI EMPLOYEES 375,821 $29.554 $ 11,107,021.22 U.S. ROBOTICS CORPORATION 401(k) RETIREMENT SAVINGS PLAN 500,000 $46.00 $ 23,000,000 TOTAL 31,474,349 $520,998,269.14 $157,878.26
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the U.S. Robotics Corporation 401(k) Retirement Savings Plan. _______________________________ (1) The securities to be registered are shares of Common Stock, par value $0.01, of the Company issuable under (a) options granted under the specified equity compensation plan, which have been assumed by the Company, and include the options to acquire such Common Stock and (b) the U.S. Robotics Corporation 401(k) Retirement Savings Plan. The U.S. Robotics Corporation stock options were assumed pursuant to the Amended and Restated Agreement and Plan of Merger dated February 26, 1997 and amended as of March 14, 1997 by and among the Company, TR Acquisitions Corporation, a Delaware corporation and a wholly-owned subsidiary of the Company, 3Com (Delaware) Corporation, a Delaware corporation and a wholly-owned subsidiary of the Company, and U.S. Robotics Corporation, a Delaware corporation. The offering price is estimated pursuant to Rule 457 solely for purposes of calculating the registration fee. As to shares issuable pursuant to the assumed U.S. Robotics Corporation stock options, the offering price is computed on the basis of the weighted average exercise prices. As to shares issuable pursuant to the U.S. Robotics Corporation 401(k) Retirement Savings Plan, the offering price is based upon the average of the high and low prices of the Common Stock on June 10, 1997 as reported on the National Association of Securities Dealers Automated Quotations system. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE 3Com Corporation (the "Company") hereby incorporates by reference in this registration statement the following documents: (a) The Company's latest annual report on Form 10-K filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), containing audited financial statements for the Company's latest fiscal year ended May 31, 1996. (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 document referred to in (a) above. (c) The description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A filed under the Exchange Act on September 28, 1984, including any amendment or report filed for the purpose of updating such description. (d) The description of certain Common Stock Purchase Rights that at the present time are represented by and may only be transferred with the Company's Common Stock, which description is contained in the Company's Registration Statement on Form 8-A filed with the Securities and Exchange Commission on September 22, 1989 pursuant to the Exchange Act, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES The class of securities to be offered is registered under Section 12 of the Exchange Act. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Inapplicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 204 of the General Corporation Law of the State of California authorizes a corporation to adopt a provision in its articles of incorporation eliminating the personal liability of directors to corporations and their shareholders for monetary damages for breach or alleged breach of directors' "duty of care." Following a California corporation's adoption of such a provision, its directors are not accountable to corporations and their shareholders for monetary damages for conduct constituting negligence (or gross negligence) in the exercise of their fiduciary duties; directors continue to be subject to the equitable remedies such as injunction or recession. Under California law, a director also continues to be liable for: (1) a breach of his or her duty of loyalty; (2) acts or omissions not in good faith or involving intentional misconduct or knowing violations of law; (3) illegal payments of dividends and (4) approval of any transaction from which a director derives an improper personal benefit. The adoption of such a provision in the articles of incorporation also does not limit directors' liability for violations of the federal securities laws. Section 317 of the General Corporation Law of the State of California makes provision for the indemnification of officers, directors and other corporate agents in terms sufficiently broad to indemnify such persons, under certain circumstances, for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended (the "Securities Act"). A recent amendment to Section 317 provides that the indemnification provided by this section is not exclusive to the extent additional rights are authorized in a corporation's articles of incorporation. The Company has adopted provisions in its Articles of Incorporation which eliminate the personal liability of its directors to the Company and its shareholders for monetary damages for breach of the directors' fiduciary duties in certain circumstances and authorize the Company to indemnify its officers, directors and other agents, by bylaw, agreements or otherwise, to the full extent permitted by law. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Inapplicable. ITEM 8. EXHIBITS See Exhibit Index. No opinion of counsel as to the legality of shares being registered under the U.S. Robotics Corporation 401(k) Retirement Savings Plan (the "Plan") is required because no original issuance securities will be issued pursuant to the Plan. The undersigned registrant hereby undertakes to submit the Plan and any amendments thereto to the Internal Revenue Service (the "IRS") in a timely manner and will make all changes required by the IRS in order to qualify the Plan. ITEM 9. UNDERTAKINGS (a) RULE 415 OFFERING 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 the registration statement; (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 paragraphs (a)(1)(i) and (a)(l)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and 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 Exchange Act that are incorporated by reference in the 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. (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 offering. (b) FILING INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE 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 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in 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. (h) REQUEST FOR ACCELERATION OF EFFECTIVE DATE OR FILING OF REGISTRATION STATEMENT ON FORM S-8 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 foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange 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. SIGNATURE 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 Santa Clara, State of California, on June 11, 1997. 3Com Corporation By: /s/ Eric A. Benhamou ------------------------------------ Eric A. Benhamou, Chairman, President and Chief Executive Officer POWER OF ATTORNEY The officers and directors of 3Com Corporation whose signatures appear below, hereby constitute and appoint Eric A. Benhamou and Christopher B. Paisley, and each of them, their true and lawful attorneys and agents, with full power of substitution, each with power to act alone, to sign and execute on behalf of the undersigned any amendment or amendments to this registration statement on Form S-8, and each of the undersigned does hereby ratify and confirm all that each of said attorney and agent, or their or his substitutes, shall do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on June 11, 1997. Signature Title - ----------------------------------------------------------------------------- /s/ Eric A. Benhamou - --------------------------- Eric A. Benhamou Chairman of the Board, President, and Chief Executive Officer (Principal Executive Officer) /s/ Christopher B. Paisley - --------------------------- Christopher B. Paisley Vice President, Finance and Chief Financial Officer (Principal Financial and Accounting Officer) /s/ James L. Barksdale - --------------------------- James L. Barksdale Director /s/ Gordon A. Campbell - --------------------------- Gordon A. Campbell Director /s/ David W. Dorman - --------------------------- David W. Dorman Director /s/ Jean-Louis Gassee - --------------------------- Jean-Louis Gassee Director /s/ Stephen C. Johnson - --------------------------- Stephen C. Johnson Director /s/ Philip C. Kantz - --------------------------- Philip C. Kantz Director /s/ William F. Zuendt - --------------------------- William F. Zuendt Director EXHIBIT INDEX 4.1 Certificate of Amendment of the Amended and Restated Articles of Incorporation is incorporated by reference to Exhibit 3.5 to the Company's Form 10-Q filed with the Securities and Exchange Commission on January 13, 1997 (File No. 0-12867) 4.2 Certificate of Amendment of the Amended and Restated Articles of Incorporation is incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-8 filed with the Securities and Exchange Commission on October 19, 1995 (File No. 033-63547) 4.3 Certificate of Amendment of the Amended and Restated Articles of Incorporation is incorporated by reference to Exhibit 3.2 to the Company's Form 10-K filed with the Securities and Exchange Commission on August 31, 1994 (File No. 0-12867) 4.4 Amended and Restated Articles of Incorporation are incorporated by reference to Exhibit 19.1 to the Company's Form 10-Q filed with the Securities and Exchange Commission on January 2, 1991 (File No. 0-12867) 4.5 Bylaws of the Company are incorporated by reference to Exhibit 4.2 to the Company's registration statement on Form S-8 filed with the Securities and Exchange Commission on November 24, 1993 (File No. 33-72158) 4.6 Amended and Restated Rights Agreement is incorporated by reference to Exhibit 10.27 to the Company's Form 10-Q filed with the Securities and Exchange Commission on January 13, 1995 (File No. 0-12867) 4.7 Amended and Restated Agreement and Plan of Merger, dated as of February 26, 1997 and amended as of March 14, 1997 by and among the Company, TR Acquisition Corporation, 3Com (Delaware) Corporation and U.S. Robotics Corporation is incorporated by reference to Exhibit 2.1 to the Company's Registration Statement on Form S-4 filed with the Securities and Exchange Commission effective May 8, 1997 (File No. 333-23465) 5 Opinion re legality 23.1 Consent of Counsel (included in Exhibit 5) 23.2 Consent of Deloitte & Touche LLP 23.3 Independent Auditors' Report on Schedule and Consent 23.4 Consent of Independent Accountants 24 Power of Attorney (included in signature pages to this registration statement) EX-5 2 EXHIBIT 5 -- OPINION RE LEGALITY EXHIBIT 5 [LETTERHEAD] June 11, 1997 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Ladies and Gentlemen: As legal counsel for 3Com Corporation, a California corporation (the "Company"), we are rendering this opinion in connection with the registration under the Securities Act of 1933, as amended, of up to 30,974,349 shares of the Common Stock, par value $0.01, of the Company which may be issued pursuant to the exercise of options granted under the U.S. Robotics Corporation Key Employee Stock Option Plan, U.S. Robotics Corporation Executive Officers and Directors Stock Option Plan and U.S. Robotics Corporation 1996 Stock Option Plan for Israeli Employees and assumed by the Company (the "Options"). We have examined all 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 genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. We are admitted to practice only in the State of California and we express no opinion concerning any law other than the law of the State of California and the federal law of the United States. Based on such examination, we are of the opinion that the 30,974,349 shares of Common Stock which may be issued upon exercise of the Options are duly authorized shares of the Company's Common Stock, and, when issued against receipt of the consideration therefor in accordance with the provisions of the Options, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement referred to above and the use of our name wherever it appears therein. Respectfully submitted, /s/ Gray Cary Ware & Freidenrich GRAY CARY WARE & FREIDENRICH A Professional Corporation EX-23.2 3 EXHIBIT 23.2 -- CONSENT OF DELOITTE Exhibit 23.2 CONSENT OF DELOITTE & TOUCHE LLP We consent to the incorporation by reference in this Registration Statement of 3Com Corporation on Form S-8 of our reports dated June 24, 1996 and August 22, 1996 appearing in the Annual Report on Form 10-K of 3Com Corporation for the year ended May 31, 1996. /s/ Deloitte & Touche LLP San Jose, California June 10, 1997 EX-23.3 4 EXHIBIT 23.3 -- INDEPENDENT AUDITORS' REPORT Exhibit 23.3 INDEPENDENT AUDITORS' REPORT ON SCHEDULE AND CONSENT The Board of Directors Primary Access Corporation: We consent to the incorporation by reference in this Registration Statement on Form S-8 of 3Com Corporation of our report dated November 5, 1993, relating to the statements of operations, stockholders' equity and cash flows of Primary Access Corporation for the fifty-three weeks ended October 3, 1993 and of our report on financial statement schedule dated August 22, 1996, which reports appear in the Annual Report on Form 10-K of 3Com Corporation for the year ended May 31, 1996. /s/ KPMG Peat Marwick LLP San Diego, California June 10, 1997 EX-23.4 5 EXHIBIT 23.4 -- CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23.4 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of 3Com Corporation of our report dated February 7, 1995 relating to the financial statements of Chipcom Corporation as of December 31, 1994 and for each of the two years in the period then ended, appearing on page 32 of 3Com Corporation's Annual Report on Form 10-K for the year ended May 31, 1996. We also consent to the application of such report to the Financial Statement Schedule of Chipcom Corporation for the years ended December 31, 1994 and 1993 when such schedule is read in conjunction with the financial statements referred to in our report. /s/ Price Waterhouse LLP PRICE WATERHOUSE LLP Boston, Massachusetts June 10, 1997 -----END PRIVACY-ENHANCED MESSAGE-----