-----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, DXUjB1U8Q8KQ4Vfo2EEjLuP2QNIoD8n2DlOW74EvqJvuU0jPLuzHLozMlFvOjQ+L klI7kgc9Jjt32txXXshicQ== 0000912057-97-020635.txt : 19970619 0000912057-97-020635.hdr.sgml : 19970619 ACCESSION NUMBER: 0000912057-97-020635 CONFORMED SUBMISSION TYPE: 8-B12G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970618 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: 8-B12G SEC ACT: 1934 Act SEC FILE NUMBER: 000-12867 FILM NUMBER: 97625683 BUSINESS ADDRESS: STREET 1: 5400 BAYFRONT PLZ CITY: SANTA CLARA STATE: CA ZIP: 95052 BUSINESS PHONE: 4087645000 8-B12G 1 FORM 8-B FORM 8-B SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS Filed Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 3COM CORPORATION - ------------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 94-2605794 -------------------------------------------- ----------------------- (State of other Jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 5400 BAYFRONT PLAZA, SANTA CLARA, CALIFORNIA 95052-8415 -------------------------------------------- ----------------------- (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered NONE NONE Securities to be registered pursuant to Section 12(g) of the Act: COMMON STOCK, PAR VALUE $0.01 PER SHARE --------------------------------------- (Title of class) This Registration Statement, including all exhibits and attachments, contains 5 pages. The Table of Exhibits is contained on page 5 of the consecutively numbered pages of this Registration Statement. 1 ITEM 1. GENERAL INFORMATION (a) Registrant was incorporated in Delaware on March 10, 1997. (b) Registrant's fiscal year ends on December 31. ITEM 2. TRANSACTION OF SUCCESSION (a) Registrant's predecessor, 3Com Corporation, a California corporation ("3Com California"), had securities registered pursuant to Section 12(g) of the Securities Exchange Act at the effective date of the merger described in (b) below. (b) Pursuant to an Agreement and Plan of Merger and Reincorporation executed by the Registrant and 3Com California and made effective under Delaware law on June 12, 1997, each share of Common Stock of 3Com California was converted into one share of Registrant's Common Stock as described in the Agreement and Plan of Merger and Reincorporation attached hereto as Exhibit 2.1 and the Joint Proxy Statement/Prospectus attached hereto as Exhibit 2.2. ITEM 3. SECURITIES TO BE REGISTERED Capital Stock: (1) Authorized shares of Registrant: 990,000,000 shares of Common Stock, par value $0.01 per share and 10,000,000 shares of Preferred Stock, par value $0.01 per share (2) Presently issued shares of Registrant (as of June 11, 1997): Approximately 178,382,544 shares of Common Stock. No shares of Preferred Stock are issued. In addition, pursuant to a Registration Statement on Form S-4 (No. 333-23465) the Registrant currently has 157,500,000 shares of Common Stock authorized to be issued to holders of U.S. Robotics Common Stock pursuant to the business combination of the Registrant and U.S. Robotics Corporation. (3) Presently issued shares held by or for the account of Registrant: None ITEM 4. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. For a description of the Securities to be registered, please see the description of the Registrant's capital stock contained in "Description of 3Com Capital Stock" Section of the Registration Statement on Form S-4 (No. 333-23465), as amended, filed on May 8, 1997. 2 ITEM 5. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements. Registrant's capital structure and balance sheet immediately after the merger are substantially the same as those of its predecessor, 3Com California. For this reason, financial statements are not attached hereto. (b) EXHIBITS. See Exhibit Index on page 5. 3 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this application for registration (or registration statement) to be signed on its behalf by the undersigned, thereunto duly authorized. Date: June 11, 1997 3Com Corporation, a Delaware corporation --------------------- By: /s/ Mark D. Michael --------------------------------- Mark D. Michael, Vice President, General Counsel 4 EXHIBIT INDEX FOR FORM 8-B -------------------------- Exhibit Sequentially Number Numbered Page - ----------- ------------------ 2.1 Agreement and Plan of Merger and Reincorporation dated March 14, 1997, which was filed with Delaware Secretary of State on June 12, 1997, incorporated by reference to Exhibit 2.2 to the Registration Statement on Form S-4 (No. 333-23465), as amended, filed on May 8, 1997 2.2 Joint Proxy Statement/Prospectus distributed to shareholders of 3Com California on or about May 12, 1997, incorporated by reference to proxy materials filed by 3Com California pursuant to paragraph (b) of Rule 14a-6 under the Securities Exchange Act of 1934 on May 8, 1997 3.1 Certificate of Incorporation of Registrant, incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-4 (No. 333-23465), as amended, filed on May 8, 1997 3.2 Bylaws of Registrant, incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-4 (No. 333-23465), as amended, filed on May 8, 1997 5 -----END PRIVACY-ENHANCED MESSAGE-----