-----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, R+zW8TiKmeroOsV3W9NiFMRCc9ml+HdfKM1WPEeAYpRyUkbWeweKM0bBLAH3V5Y+ TedPmPEruQwTKAoG+fwAHw== 0000950005-99-000004.txt : 19990113 0000950005-99-000004.hdr.sgml : 19990113 ACCESSION NUMBER: 0000950005-99-000004 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 REFERENCES 429: 033-45176 REFERENCES 429: 033-63547 REFERENCES 429: 033-72158 FILED AS OF DATE: 19990112 EFFECTIVENESS DATE: 19990112 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: SEC FILE NUMBER: 333-70459 FILM NUMBER: 99505067 BUSINESS ADDRESS: STREET 1: 5400 BAYFRONT PLZ CITY: SANTA CLARA STATE: CA ZIP: 95052-8145 BUSINESS PHONE: 4087645000 MAIL ADDRESS: STREET 1: 5400 BAYFRONT PLAZA CITY: SANTA CLARA STATE: CA ZIP: 95052-8145 S-8 1 FORM S-8 FOR ESPP, DSOP AND 1983 SOP - -------------------------------------------------------------------------------- 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) --------------------------- Delaware 94-2605794 - ------------------------------- ---------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 3Com Corporation 5400 Bayfront Plaza Santa Clara, CA 95052-8145 (Address of Principal Executive Offices) (Zip Code) --------------------------- 1984 EMPLOYEE STOCK PURCHASE PLAN DIRECTOR STOCK OPTION PLAN 1983 STOCK OPTION PLAN (Full title of the plans) --------------------------- Mark D. Michael Senior Vice President, Secretary and General Counsel 3Com Corporation 5400 Bayfront Plaza Santa Clara, CA 95052-8145 (Name and address of agent for service) (408) 326-5000 (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 Per Offering Registration Registered Registered(1) Share(2) Price(2) Fee Common Stock, $0.01 par value, to be issued under the: - 1984 Employee Stock Purchase Plan..... 2,000,000 shares $ 39.41875(3) $ 78,837,500 $ 21,916.83 - Director Stock Option Plan............ 1,000,000 shares $ 46.375 $ 46,375,000 $ 12,892.25 - 1983 Stock Option Plan................ 7,000,000 shares $ 46.375 $ 324,625,000 $ 90,245.75 ----------------- ------------- ------------ TOTAL 10,000,000 shares $ 449,837,500 $ 125,054.83 ==================================================================================================================================== (1) Pursuant to Rule 429 under the Securities Act of 1933, as amended, the prospectuses relating hereto also relate to shares registered under Form S-8 Registration Statements Nos. 33-63547, 33-45176 and 33-72158. (2) Estimated in accordance with Rule 457(c) and (h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee. Computation based upon the closing sale price of the Common Stock as reported on the Nasdaq National Market on January 7, 1999. (3) Based upon 85% of fair market value, calculated in accordance with footnote (2).
3COM CORPORATION REGISTRATION STATEMENT ON FORM S-8 PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference 3Com Corporation (the "Company" or "Registrant") hereby incorporates by reference in this registration statement the following documents: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended May 31, 1998, filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), containing audited financial statements for the Company's latest fiscal year. (b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal quarters ended August 28, 1998 and November 27, 1998, filed pursuant to Section 13(a) of the Exchange Act. (c) The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 8-A filed under the Exchange Act on September 18, 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 indicating that all securities offered hereby have been sold or deregistering all securities then 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 Not applicable. Item 5. Interests of Named Experts and Counsel Not applicable. Item 6. Indemnification of Directors and Officers As permitted by Section 145 of the Delaware General Corporation Law (the "DGCL"), the Registrant's Certificate of Incorporation provides that each person who is or was or who had agreed to become a director or officer of the Registrant or who had agreed at the request of the Registrant's Board of Directors or an officer of the Registrant to serve as an employee or agent of the Registrant or as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the Registrant to the full extent permitted by the DGCL or any other applicable laws. Such Certificate of Incorporation also provides that no amendment or repeal of such Certificate shall apply to or have any effect on the right to indemnification II-1 permitted or authorized thereunder for or with respect to claims asserted before or after such amendment or repeal arising from acts or omissions occurring in whole or in part before the effective date of such amendment or repeal. The Registrant's Bylaws provide that the Registrant shall indemnify to the full extent authorized by law any person made or threatened to be made a party to an action or a proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he or she was or is a director, officer or employee of the Registrant or any predecessor of the Registrant or serves or served any other enterprise as a director, officer or employee at the request of the Registrant or any predecessor of the Registrant. The Registrant has entered into indemnification agreements with its directors and certain of its officers. The Registrant maintains insurance on behalf of any person who is a director or officer against any loss arising from any claim asserted against such person and expense incurred by such person in any such capacity, subject to certain exclusions. Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits 4.1 Amended and Restated 3Com Corporation 1984 Employee Stock Purchase Plan, effective September 24, 1998. 4.2 Amended 3Com Corporation Director Stock Option Plan, effective September 24, 1998. 4.3 Amended 3Com Corporation 1983 Stock Option Plan, effective October 7, 1997. 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, as to legality of securities being registered. 23.1 Consent of Deloitte & Touche, LLP, Independent Auditors. 23.2 Consent of Grant Thornton, LLP. 23.3 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (contained in Exhibit 5.1). 24.1 Power of Attorney (see page II-4). II-2 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 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. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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) Filings incorporating subsequent Exchange Act documents by reference The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, 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 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 of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6 above, 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 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 Act and will be governed by the final adjudication of such issue. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant, 3Com Corporation, 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 the 8th day of January, 1999. 3COM CORPORATION By: /s/ ERIC A. BENHAMOU ------------------------------------ Eric A. Benhamou Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eric A. Benhamou and Christopher B. Paisley, and each of them, acting individually, as his attorney-in-fact, with full power of substitution, for him and in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments) on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming his signature as it may be signed by said attorney to any and all amendments to the Registration Statement. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date /s/ ERIC A. BENHAMOU Chairman of the Board and Chief December 31, 1998 - ------------------------------------------- Executive Officer (Principal Executive Eric A. Benhamou Officer) /s/ CHRISTOPHER B. PAISLEY Senior Vice President, Finance and Chief December 31, 1998 - ------------------------------------------- Financial Officer (Principal Financial Christopher B. Paisley and Accounting Officer) /s/ JAMES L. BARKSDALE Director December 31, 1998 - ------------------------------------------- James L. Barksdale /s/ GORDON A. CAMPBELL Director December 31, 1998 - ------------------------------------------- Gordon A. Campbell /s/ CASEY G. COWELL Director December 31, 1998 - ------------------------------------------- Casey G. Cowell Director ____________, 199_ - ------------------------------------------- James E. Cowie II-4 Signature Title Date /s/ DAVID W. DORMAN Director December 31, 1998 - ------------------------------------------- David W. Dorman /s/ JEAN-LOUIS GASSEE Director December 31, 1998 - ------------------------------------------- Jean-Louis Gassee /s/ PHILIP C. KANTZ Director December 31, 1998 - ------------------------------------------- Philip C. Kantz /s/ PAUL G. YOVOVICH Director December 31, 1998 - ------------------------------------------- Paul G. Yovovich /s/ WILLIAM F. ZUENDT Director December 31, 1998 - ------------------------------------------- William F. Zuendt
II-5 3COM CORPORATION REGISTRATION STATEMENT ON FORM S-8 INDEX TO EXHIBITS Exhibit Number Description - ------ -------------------------------------------------------------- 4.1 Amended and Restated 3Com Corporation 1984 Employee Stock Purchase Plan, effective September 24, 1998. 4.2 Amended 3Com Corporation Director Stock Option Plan, effective September 24, 1998. 4.3 Amended 3Com Corporation 1983 Stock Option Plan, effective October 7, 1997. 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, as to legality of securities being registered. 23.1 Consent of Deloitte & Touche, LLP, Independent Auditors. 23.2 Consent of Grant Thornton, LLP. 23.3 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (contained in Exhibit 5.1). 24.1 Power of Attorney (see page II-4). II-6 EX-4.1 2 1984 EMPLOYEE STOCK PURCHASE PLAN AMENDED AND RESTATED 3COM CORPORATION 1984 EMPLOYEE STOCK PURCHASE PLAN (As Amended Effective September 24, 1998) 1. Purpose. The 3Com Corporation 1984 Employee Stock Purchase Plan (the "Prior Plan") was established to provide eligible employees of 3Com Corporation ("3Com") and any current or future subsidiary corporation(s) of 3Com (collectively referred to as the "Company") with an opportunity through payroll deductions to acquire common stock of 3Com. The Prior Plan has been amended from time to time. On September 28, 1995, the Board of Directors of 3Com (the "Board") amended and restated the Prior Plan as amended in order to make various changes to the Prior Plan considered beneficial for continuing to carry out the purposes of such plan, all in the form set forth herein (the "Plan"). For purposes of the Plan, a parent corporation and a subsidiary corporation shall be as defined in sections 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended (the "Code"). The Company intends that the Plan shall qualify as an "employee stock purchase plan" under section 423 of the Code (including any future amendments or replacements of such section), and the Plan shall be so construed. Any term not expressly defined in the Plan but defined for purposes of section 423 of the Code shall have the same definition herein. Because an eligible employee who participates in the Plan (a "Participant") may withdraw the Participant's accumulated payroll deductions and terminate participation in the Plan or any Offering (as defined below) therein at any time during an Offering Period (as defined below), the Participant is, in effect, given an option which may or may not be exercised during any Offering Period. 2. Share Reserve. The maximum number of shares which may be issued under the Plan shall be 22,000,000 shares of 3Com's authorized but unissued common stock (the "Shares"). In the event that any option granted under the Plan (an "Option") for any reason expires or is terminated, the Shares allocable to the unexercised portion of such Option may again be subjected to an Option. 3. Administration. The Plan shall be administered by the Board and/or by a duly appointed committee of the Board having such powers as shall be specified by the Board. Any subsequent references to the Board shall also mean the committee if it has been appointed. All questions of interpretation of the Plan or of any Options shall be determined by the Board and shall be final and binding upon all persons having an interest in the Plan and/or any Option. Subject to the provisions of the Plan, the Board shall determine all of the relevant terms and conditions of Options granted pursuant to the Plan; provided, however, that all Participants granted Options pursuant to the Plan shall have the same rights and privileges within the meaning of section 423(b)(5) of the Code. All expenses incurred in connection with the administration of the Plan shall be paid by the Company. 4. Eligibility. Any regular employee of the Company is eligible to participate in the Plan and any Offering (as hereinafter defined) under the Plan except the following: (a) employees who are customarily employed by the Company for less than twenty (20) hours a week; (b) employees who own or hold options to purchase or who, as a result of participation in the Plan, would own or hold options to purchase stock of the Company possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company within the meaning of section 423(b)(3) of the Code; and (c) with respect to participation in the Additional Chipcom Offering described in paragraph 5(a) below, employees who were not employed by the Company or Chipcom Corporation ("Chipcom") as of October 2, 1995. 5. Offerings. (a) Offering Periods Beginning On or After October 1, 1995. Effective for offerings commencing on or after October 1, 1995, the Plan shall be implemented by sequential offerings (individually, an "Offering") of approximately six (6) months duration (an "Offering Period"). Effective October 1, 1995, Offerings shall commence on April 1 and October 1 of each year and end on the first September 30 and March 31, respectively, occurring thereafter. An additional Offering shall commence upon the date immediately following the Effective Time (as defined in the Agreement and Plan of Merger dated as of July 26, 1995 by and among 3Com, Chipcom Acquisition Corporation, a wholly-owned subsidiary of 3Com and Chipcom) and shall end on March 31, 1996 (the "Additional Chipcom Offering"). An additional Offering shall commence upon the date immediately following the Effective Time (as defined in the Amended and Restated Agreement and Plan of Merger, dated as of February 26, 1997 and amended as of March 14, 1997 by and among 3Com, TR Acquisitions Corporation, a wholly-owned subsidiary of 3Com, 3Com (Delaware) Corporation, a wholly-owned subsidiary of 3Com and U.S. Robotics Corporation (the "USR Merger Agreement")) and shall end on September 30, 1997 (the "Additional USR Offering"). Notwithstanding the foregoing, the Board may establish a different term for one or more Offerings and/or different commencing and/or ending dates for such -2- Offerings; provided, however, that no Offering may exceed a term of twenty-seven (27) months. An employee who becomes eligible to participate in the Plan after an Offering Period has commenced shall not be eligible to participate in such Offering but may participate in any subsequent Offering provided such employee is still eligible to participate in the Plan as of the commencement of any such subsequent Offering. The first day of an Offering Period shall be the "Offering Date" for such Offering Period. The last day of each Offering Period shall be the "Purchase Date" for such Offering Period. In the event the first and/or last day of an Offering Period is not a business day, the Company shall specify the business day that will be deemed the first or last day, as the case may be, of the Offering Period. (b) Offering Periods Beginning Prior to October 1, 1995. Offering Periods which began prior to October 1, 1995 and were in effect on the date of this amendment shall continue in effect, subject to the terms and conditions of the Plan as in effect immediately prior to this amendment. (c) Governmental Approval; Shareholder Approval. Notwithstanding any other provision of the Plan to the contrary, any Option granted pursuant to the Plan shall be subject to (i) obtaining all necessary governmental approvals and/or qualifications of the sale and/or issuance of the Options and/or the Shares, and (ii) in the case of Options with an Offering Date after an amendment to the Plan, obtaining any necessary approval of the shareholders of the Company required in paragraph 17. 6. Participation in the Plan. (a) Initial Participation. An eligible employee may elect to become a Participant effective as of the first Offering Date after satisfying the eligibility requirements set forth in paragraph 4 above by delivering a subscription agreement authorizing payroll deductions (a "Subscription Agreement") to the Company's Stock Administration office not later than fifteen (15) calendar days, or such other period as the Company may determine in its sole discretion, prior to such Offering Date. Such Subscription Agreement shall state the eligible employee's election to participate in the Plan and the rate at which payroll deductions shall be accumulated. An eligible employee who does not deliver a Subscription Agreement to the Company's Stock Administration office at least fifteen (15) calendar days, or such period as the Company may determine in its sole discretion, prior to the first Offering Date after becoming eligible to participate in the Plan, shall not participate in the Plan for that Offering Period or for any subsequent Offering Period unless such employee -3- subsequently enrolls in the Plan by filing a Subscription Agreement with the Company in accordance with this paragraph 6(a). (b) Automatic Participation in Subsequent Offerings. A Participant shall automatically participate in each subsequent Offering Period until such time as such Participant ceases to be eligible as provided in paragraph 4, the Participant withdraws from the Plan pursuant to paragraph 10 below, or the Participant terminates employment as provided in paragraph 11 below. A Participant is not required to file an additional Subscription Agreement for such Offering Periods in order to automatically participate therein. Unless otherwise indicated in a subsequently filed Subscription Agreement, the rate at which payroll deductions shall be accumulated with respect to any such subsequent Offering Period shall equal the rate applicable to the immediately preceding Offering Period. 7. Purchase Price. The purchase price at which Shares may be acquired in any Offering Period under the Plan shall be eighty-five percent (85%) of the lesser of (a) the fair market value of the Shares on the Offering Date of such Offering Period or (b) the fair market value of the Shares on the Purchase Date of such Offering Period. For purposes of the Plan, the fair market value of the Shares at any point in time shall be determined by the Board based on such factors as the Board deems relevant; including, without limitation, the mean of the bid and asked price of the Shares on the date in question as reported by the National Association of Securities Dealers Automated Quotation System. 8. Payment of Purchase Price; Payroll Deductions. (a) Accumulation of Payroll Deductions. The purchase price of Shares to be acquired in an Offering Period shall be accumulated only by payroll deductions over the Offering Period. Payroll deductions from a Participant's compensation on each payday during the Offering Period (i) shall not exceed ten percent (10%) of such Participant's base pay per month reduced by any payroll deductions from such Participant's compensation to purchase stock under any other plan of the Company intended to qualify as an "employee stock purchase plan" under section 423 of the Code, and (ii) shall not be less than one percent (1%) of the Participant's base pay per month. For purposes hereof, a Participant's "base pay" from the Company is an aggregate that (i) shall include all salaries and commissions, and (ii) shall not include annual awards or incentive bonuses and any other payments not specifically referenced in (i) above, except to the extent that the inclusion of any such item with respect to all Participants on a non-discriminatory basis is specifically approved by the Board. Payroll -4- deductions shall commence on the first payday following the first day of a Offering Period or as soon as administratively feasible thereafter and shall continue to the end of such Offering Period unless sooner altered or terminated as provided in the Plan. (b) Election to Change Payroll Deduction Rate. A Participant may decrease (but not increase) the rate of payroll deductions with respect to an Offering Period only on or before and effective as of the date three (3) months after the beginning of such Offering Period by filing an amended Subscription Agreement with the Company. A Participant may increase or decrease the rate of payroll deductions for any subsequent Offering Period by filing a new Subscription Agreement with the Company not later than fifteen (15) calendar days, or such other period as the Company may determine in its sole discretion, prior to the beginning of such subsequent Offering Period. (c) Participant Accounts. Individual accounts shall be maintained for each Participant. All payroll deductions from a Participant's compensation shall be credited to the Participant's account under the Plan and shall be deposited with the general funds of the Company. No interest shall accrue on such payroll deductions. All payroll deductions received or held by the Company may be used by the Company for any corporate purpose. 9. Purchase of Shares. (a) Purchase. On the Purchase Date of each Offering Period, each remaining Participant shall automatically purchase, subject to the limitations set forth in paragraphs 9(b) and 9(c) below, that number of whole Shares arrived at by dividing the total amount theretofore credited to the Participant's account pursuant to paragraph 8(c) by the purchase price established for such Offering Period pursuant to paragraph 7. Any cash balance remaining in the Participant's Plan account shall be refunded to the Participant as soon as practicable after the Purchase Date. In the event the cash to be returned to a Participant pursuant to the preceding sentence is an amount less than the amount necessary to purchase a whole Share, such amount shall continue to be credited to the Participant's Plan account and shall be applied toward the purchase of Shares in the immediately subsequent Offering Period. No Shares shall be purchased in a given Offering Period on behalf of a Participant whose participation in the Plan has terminated prior to the Purchase Date for such Offering Period. (b) Share Limitation. Subject to the adjustments set forth in -5- paragraph 13 below, no Participant shall be entitled to purchase more than 1,000 Shares in a single Offering. (c) Fair Market Value Limitation. Notwithstanding any other provision of the Plan, no Participant shall be entitled to purchase Shares under the Plan (or any other employee stock purchase plan which is intended to meet the requirements of section 423 of the Code sponsored by 3Com or a parent corporation or subsidiary corporation of 3Com) at a rate which exceeds $25,000 in fair market value (or such other limit as may be imposed by section 423 of the Code) for each calendar year in which the Participant participates in the Plan or any other employee stock purchase plan described in this sentence, as determined in accordance with section 423(b)(8) of the Code. (d) Pro Rata Allocation. In the event the number of Shares which might be purchased by all Participants in the Plan exceeds the number of Shares available in the Plan, the Company shall make a pro rata allocation of the remaining Shares in as uniform a manner as shall be practicable and as the Company shall determine to be equitable. (e) Rights as a Shareholder and Employee. A Participant shall have no rights as a shareholder by virtue of the Participant's participation in the Plan until the date of issuance of a stock certificate(s) for the Shares being purchased pursuant to the exercise of the Participant's Option. No adjustment shall be made for dividends or distributions or other rights for which the record date is prior to the date such stock certificate(s) are issued. Nothing herein shall confer upon a Participant any right to continue in the employ of the Company or interfere in any way with any right of the Company to terminate the Participant's employment at any time. (f) The Company may, from time to time, establish or change (i) limitations on the frequency and/or number of changes in the amount withheld during an Offering, (ii) an exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, (iii) procedures for permitting unequal percentages of payroll withholding from a Participant's compensation in order to accommodate the Company's established payroll procedures or mistakes or delays in following those procedures when processing Participants' withholding elections, and (iv) such other limitations or procedures as deemed advisable by the Company in the Company's sole discretion which are consistent with the Plan and section 423 of the Code. -6- (g) Any portion of a Participant's Option remaining unexercised after the end of the Offering Period to which such right relates shall expire immediately upon the end of such period. 10. Withdrawal. (a) Withdrawal From the Plan. A Participant may withdraw from the Plan by signing and delivering to the Company's payroll office, a written notice of withdrawal on a form provided by the Company for such purpose. Such withdrawal may be elected at any time, and if prior to the end of an Offering Period shall be effective for that Offering Period. A Participant is prohibited from again participating in an Offering upon withdrawal from the Plan during such Offering. A Participant who elects to withdraw from the Plan may again participate in the Plan by filing a new Subscription Agreement in the same manner as set forth in paragraph 6(a) above for initial participation in the Plan. The Company may impose, from time to time, a requirement that the notice of withdrawal be on file with the Company for a reasonable period of time prior to the effectiveness of the Participant's withdrawal from the Plan. (b) Return of Payroll Deductions. Upon withdrawal from the Plan, the accumulated payroll deductions credited to a withdrawing Participant's account shall be returned to the Participant and the Participant's interest in the Plan shall terminate. No interest shall accrue on the payroll deductions of a Participant. 11. Termination of Employment. Termination of a Participant's employment with the Company for any reason, including retirement or death, or the failure of a Participant to remain an eligible employee, shall terminate the Participant's participation in the Plan immediately. Upon such termination, the payroll deductions credited to the Participant's account shall be returned to the Participant (or in the case of the Participant's death, to the Participant's legal representative) and all of the Participant's rights under the Plan shall terminate. A Participant whose participation has been so terminated may again become eligible to participate in the Plan by again satisfying the requirements of paragraphs 4 and 6. 12. Repayment of Payroll Deductions Without Interest. In the event a Participant's interest in the Plan is terminated, the Company shall deliver to the Participant (or in the case of the Participant's death or incapacity, to the Participant's legal representative) the payroll deductions credited to the Participant's account. No interest shall accrue -7- on the payroll deductions of a Participant. 13. Capital Changes. In the event of changes in the common stock of the Company due to a stock split, reverse stock split, stock dividend, combination, reclassification or like change in the Company's capitalization, or in the event of any merger, sale or reorganization, appropriate adjustments shall be made by the Company in (a) the number and class of Shares of stock subject to the Plan and to any outstanding Option, (b) the purchase price per Share of any outstanding Option and (c) the Share limitation set forth in paragraph 9(b) above. 14. Nonassignability. Only the Participant may elect to exercise the Participant's Option during the Participant's lifetime, and no rights or accumulated payroll deductions of any Participant under the Plan may be pledged, assigned or transferred for any reason, except by will or the laws of descent and distribution, and any such attempt may be treated by the Company as an election by the Participant to withdraw from the Plan. 15. Reports. Each Participant shall receive after the last day of each Offering Period a report of the Participant's account setting forth the total payroll deductions accumulated, the number of Shares purchased and the remaining cash balance to be carried over and/or refunded pursuant to paragraph 9(a) above, if any. 16. Plan Term. This Plan shall continue until terminated by the Board or until all of the Shares reserved for issuance under the Plan have been issued. 17. Amendment or Termination of the Plan. The Board may at any time amend or terminate the Plan, except that such termination cannot affect Options previously granted under the Plan except as otherwise permitted by the Plan, nor may any amendment make any change in an Option previously granted under the Plan which would adversely affect the right of any Participant except as otherwise permitted by the Plan, nor may any amendment be made without approval of the shareholders of the Company within twelve (12) months of the adoption of such amendment if such amendment would authorize the sale of more shares than are authorized for issuance under the Plan or would change the designation of corporations whose employees may be offered Options under the Plan. Notwithstanding any other provision of the Plan to the contrary, in the event of an amendment to the Plan which affects the rights or privileges of Options to be offered under the Plan, each Participant with an outstanding Option shall have the right to exercise such outstanding Option on the effective date of the amendment and to participate in the Plan for the remaining term of such -8- outstanding Option pursuant to the terms and conditions of the Plan as amended. If in accordance with the preceding sentence a Participant elects to exercise such outstanding Option and to commence participation in the Plan as amended on the effective date of such amendment, the Participant shall be deemed to have received a new Option on such effective date, and such effective date shall be deemed the Offering Date for such Option. -9- EX-4.2 3 DIRECTOR STOCK OPTION PLAN 3Com CORPORATION DIRECTOR STOCK OPTION PLAN (As Amended Effective September 24, 1998) 1. Purpose. It is the purpose of this Director Stock Option Plan (the "Plan") to enable 3Com CORPORATION (the "Company") and its subsidiaries to retain and provide incentives to outside directors by offering them an opportunity to acquire a proprietary interest in the Company. 2. Eligibility and Administration. Eligible participants shall be limited to outside directors of the Company and its subsidiaries. The Plan shall be administered either by the full Board of Directors or by a committee of the Company's Board of Directors (the "Board") consisting solely of two or more Non-Employee Directors (as such term is defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934). The Board and such committee are both referred to as the Board and the committee (if one is appointed) shall have all the powers of the Board hereunder, including, without limitation, the authority to, from time to time, establish guidelines (the "Guidelines") that determine the number of shares to be subject to the options granted under the Plan, subject to the per option limits set forth in Sections 4(b) and 4(c) and the restriction on amendment of the Guidelines set forth in Section 9. The Guidelines must provide that on each grant date, the number of shares of Common Stock subject to each option automatically granted pursuant to Section 4(b) or 4(c), as the case may be, shall be equal for each eligible participant, subject to distinctions based on the outside director's position as Chairman of the Board, designation as the "lead" outside director, and service on Board committees. All questions of interpretation of the Plan or of any option shall be determined by the Board, and such determinations shall be final and binding upon all persons having an interest in the Plan or such option. 3. Shares Subject to Plan. (a) Subject to adjustment as provided in Section 3(b), the maximum number of shares of the Company's common stock ("Common Stock") and rights to acquire Common Stock that may be issued pursuant to this Plan shall be 3,000,000 shares. Options or shares that are issued to participants under the Plan and terminate without being exercised shall revert to the status of authorized but unissued options or shares under the Plan. (b) In the event of any stock dividend, stock split, reverse stock split, recapitalization, combination, reclassification or similar change in the capital structure of the Company, appropriate adjustments shall be made in the number and class of shares subject to the Plan, the Guidelines and the per option limits set forth in Section 4, and to any outstanding options granted under the Plan, and in the exercise price of such outstanding options. 1 4. Rights Issuable Under the Plan. (a) During the term of the Plan, eligible participants shall be granted options to acquire shares of the Common Stock of the Company ("Options") as provided in this Section 4. Each Option shall be exercisable immediately as to all shares of Common Stock subject to the Option and shall vest in 24 monthly increments. All Options shall be subject to the terms and conditions set forth in the form of Nonqualified Stock Option Agreement attached hereto as Exhibit 1; provided, however, that the Board may at the time of grant of any Option make such modifications to such terms and conditions as are otherwise in compliance with the restrictions contained in the Plan. (b) The Board shall grant an Option to purchase that number of shares as may be specified in the Guidelines then currently in effect (the "Guideline Amount") for service as a director, not to exceed 60,000 shares of Common Stock (or 80,000 shares if the participant is the Chairman of the Board on the date of grant), to each eligible participant at the first Board meeting following the date upon which he or she first becomes eligible. Thereafter, the Board shall grant an additional Option to purchase that number of shares equal to the Guideline Amount as a director, not to exceed 60,000 shares of Common Stock (or 80,000 shares if the participant is the Chairman of the Board on the date of grant), to an eligible participant following the vesting in full of the Option of that eligible participant most recently granted under this Section 4(b) for service as a director. Such additional grant shall be made at the first Board meeting following the vesting in full of such most recently granted Option. (c) In addition to the Options granted by the Board pursuant to Section 4(b), the Board shall grant an Option to purchase that number of shares equal to the Guideline Amount for service on a Standing Committee, not to exceed 24,000 shares of Common Stock, to each eligible participant serving on a Standing Committee of the Board at the first meeting of the Board occurring on or after the date on which he or she begins to serve on a Standing Committee. A Standing Committee shall mean either the Audit Committee or the Compensation Committee of the Board. Thereafter, the Board shall grant an additional Option to purchase that number of shares equal to the Guideline Amount for service on a Standing Committee, not to exceed 24,000 shares of Common Stock, to each eligible participant who continues to serve on a Standing Committee following the vesting in full of the Option of that eligible participant most recently granted under this Section 4(c). Such additional grant shall be made at the first Board meeting following the vesting in full of such most recently granted Option. 5. Consideration. The exercise price for Options shall be payable by (i) delivery of cash or check, (ii) tender of shares of Common Stock having a fair market value equivalent to the purchase or exercise price, or (iii) delivery of a promissory note payable to the Company; provided, however, that the Board may impose at the time of any grant of rights hereunder such restrictions on the exchange of Common Stock or delivery of a promissory note as the Board may deem appropriate or necessary and that any promissory note shall be secured by such collateral as is required by the attached form of Nonqualified Stock Option Agreement, or as the Board shall otherwise determine. 2 6. Exercise Price. The exercise price payable upon exercise of any Option shall be equal to the fair market value of a share of Common Stock as determined by the Board on the date of grant. 7. Limitation on Exercisability. No right granted hereunder shall be exercisable for a period of more than five years after the date of grant. 8. Restriction on Transfer of Options. No Option may be transferred in any manner whatsoever, other than by the laws of descent and distribution. Options may be exercised during the lifetime of the optionee only by the optionee. 9. Termination or Amendment. The Board, including any duly appointed committee of the Board of Directors, may terminate or amend the Plan at any time; provided, however, that without the approval of the shareholders of the Company, there shall be (a) no increase in the total number of shares of stock covered by the Plan (except by operation of the provisions of Section 3(b), above), and (b) no expansion in the class of persons eligible to receive Options. In any event, no amendment may adversely affect any then outstanding Option, or any unexercised portion thereof, without the consent of the optionee. 3 EX-4.3 4 1983 STOCK OPTION PLAN 3Com CORPORATION 1983 STOCK OPTION PLAN (As Amended Effective October 7, 1997) 1. Purpose. The 3Com Corporation 1983 Stock Option Plan (the Plan) is established to create additional incentive for key employees of 3Com Corporation and any present or future parent and/or subsidiary corporation of such corporation (collectively referred to as the Company) to promote the financial success and progress of the Company. For purposes of the Plan, a parent corporation and a subsidiary corporation shall be defined in sections 425(e) and 425(f) of the Internal Revenue Code of 1954, as amended (the Code). 2. Administration. The Plan shall be administered by the Board of Directors (the Board) and/or by a duly appointed committee of the Board having such powers as shall be specified by the Board. Any subsequent references to the Board shall also mean the committee if it has been appointed. All questions of interpretation of the Plan or of any options granted under the Plan (an Option) shall be determined by the Board, and such determinations shall be final and binding upon all persons having an interest in the Plan and/or any Option. Options may be either incentive stock options as defined in Section 422A of the Code or nonqualified stock options. All incentive stock options and nonqualified stock options granted to an Optionee shall be set forth in separate Options. 3. Eligibility. (a) Eligible Persons. The Options may be granted only to employees (including officers) of the Company. The Board shall, in its sole discretion, determine which persons shall be granted Options (an Optionee). A director of the of the Company shall not be granted an Option unless the director is also an employee of the Company. An Optionee may, if he is otherwise eligible, be granted additional Options. (b) Fair Market Value Limitation. Notwithstanding any other provisions in the Plan to the contrary, any Option which is designated as an incentive stock option and is granted pursuant to the Plan on or after January 1, 1987 shall comply with the limitations set forth in section 422A(b)(7) of the Internal Revenue Code of 1986 (the 1986 Code) (i.e., shall not become exercisable at a rate faster than $100,000 per calendar year). In the event an Option is subsequently determined to have exceeded the foregoing limitation, the Option shall be amended, if necessary, in accordance with applicable Treasury Regulations and rulings to preserve, as the first priority, to the maximum possible extent, the status of the Option as an incentive stock option and to preserve, as a second priority, to the maximum possible extent, the total number of shares subject to the Option. Notwithstanding the above, the Board of Directors shall have the authority, in its sole discretion, to amend the Plan to eliminate the limitation set forth in the first sentence of this paragraph or any limitation set forth in the Plan setting forth or otherwise designed to comply with the provisions of section 441A(b)(8) of the Internal Revenue Code of 1954, as amended prior to the Tax Reform Act of 1986 (the 1954 Code), and/or to grant Options which comply with either limitation referred to above but which do not comply with both such limitations. 4. Shares Subject to Option. The maximum number of share which may be issued under the Plan shall be 59,800,000 shares of the Companys authorized but unissued common stock, subject to adjustment as provided in paragraph 7. In the event that any outstanding Option for any reason expires or is terminated and/or shares subject to repurchase are repurchased by the Company, the shares of common stock allocable to the unexercised portion of such Option or so repurchased may again be subjected to an Option. 5. Time for Granting Options. All options shall be granted, if at all, on or before July 8, 2002. 6. Terms, Conditions and Form of Options. Subject to the provisions of the Plan, the Board shall determine for each Option (which need not be incidental) the number of shares for which the Option shall be granted, the option price of the Option, the exercisability of the Option, whether the Option is a nonqualified stock option or an incentive stock option, and all other terms and conditions of the Option not inconsistent with this paragraph 6. Options granted pursuant to the Plan shall be evidenced by written agreements specifying the number of shares covered thereby, in such form as the Board shall from time to time establish, and shall comply with and be subject to the following terms and conditions: (a) Option Price. (i) The option price for any incentive stock option shall be not less than the fair market value as determined by the Board of the shares of common stock of 3Com on the date of the granting of such Option, except that, as to an Optionee who at the time the Option is granted owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company within the meaning of section 422A(b)(6) of the Code (a Ten Percent Owner Optionee), the option price for any incentive stock option granted to the Ten Percent Owner Optionee shall not be less than 110% of the fair market value of the shares on the date the Option is granted. (ii) The option price for any nonqualified stock option shall be not less than 85% of the fair market value as determined by the Board of the shares of common stock of 3Com on the date of granting of such Option. (b) Exercise Period of Options. The Board shall have the power to set the time or times within which each Option shall be exercisable or the event or events upon the occurrence of which all or a portion of each Option shall be exercisable and the term of each Option; provided, however, that no Option shall be exercisable after the expiration of ten (10) years from the date such Option is granted, and provided further that no Option granted to a Ten Percent Owner Optionee which is extended to be an incentive stock option shall be exercisable after the expiration of five (5) years from the date such Option is granted. (c) Stockholder Approval. An Option is not exercisable until such time as the Plan is duly approved by the stockholders of the Company. (d) Payment of Option Price. Payment of the option price for the number of shares being purchased shall be made (1) in cash, (2) by tender to the Company of shares of the Companys common stock which (a) either has been owned by the Optionee for more than one (1) year or was not acquired, directly or indirectly from the Company, and (b) has a fair market value not less than the option price, or (3) by such other consideration (including, without limitation, the Optionees promissory note) as the Board may approve at the time the Option is granted. Notwithstanding the foregoing, the Option may not be exercised by the tender of the Companys common stock to the extent such tender of stock would constitute a violation of the provisions of section 500 et seq. of the California Corporations Code, or the corresponding provisions of other applicable law. In the event the Board permits the exercise of an Option in whole or in part by means of the Optionees promissory note, the Board shall determine the provisions of such note; provided, however, that the note shall not represent more than ninety-five (95%) of the option price, the principal shall be due and payable not more than four (4) years after the Option is exercised and interest shall be payable at least annually and be at least equal to the minimum interest rate to avoid imputed interest pursuant to section 483 of the Code. (e) Sequential Exercise Limitation. Notwithstanding any other provision of the Plan to the contrary, the Board of Directors shall have the authority, in its sole discretion, to grant Options on or after January 1, 1987 designated as incentive stock options which are subject to any restrictions on exercise set forth in the Plan setting forth or otherwise designed to comply with the provisions of section 422A(b)(7) of the 1954 Code. (f) Options Non-Transferable. During the lifetime of the Optionee, the Option shall be exercisable only by said Optionee. No Option shall be assignable or transferable by the Optionee, except by will or by the laws of descent and distribution. (g) Standard Option Terms. (i) Incentive Stock Options. Unless otherwise provided for the Board in the grant of an Option, an Option designated by the Board as an incentive stock option shall comply with and be subject to terms and conditions set forth in the form of Incentive Stock Option Agreement attached hereto as Exhibit A and incorporated herein by reference. (ii) Nonqualified Stock Options. Unless otherwise provided for by the Board in the grant of an Option, an Option designated by the Board as a nonqualified stock option shall comply with and be subject to the terms and conditions set forth in the form of Nonqualified Stock Option Agreement attached hereto as Exhibit B and incorporated herein by reference. (iii) Authority to Vary Terms. The Board shall have the authority from time to time to vary the terms of the option agreements set forth as Exhibits A and/or B either in connection with the grant of an individual Option or in connection with the authorization of a new standard form or forms; provided, however, that the terms and conditions of such option agreements shall be in accordance with the terms of the Plan. Such authority shall include, but not by way of limitation, the authority to grant Options which are not immediately exercisable. 7. Effect of Change in Stock Subject to Plan. Appropriate adjustments shall be made in the number and class of shares of stock subject to this Plan and to any outstanding Options and in the exercise price of any outstanding Options in the event of a stock dividend, stock split, reverse stock split or like change in the capital structure of the Company. 8. Termination or Amendment of Plan. The Board may at any time terminate or amend the Plan, provided that without stockholder approval there shall be (i) no change in the maximum number of shares covered by the Plan (except by operation of the provisions of Paragraph 7 above); (ii) no change in the class of persons eligible to received Options; (iii) no reduction in the exercise price at which Options may be granted; and (iv) no extensions to the periods during which Options may be granted or exercised. 9. Effect of Prior Plan as to Outstanding Options. The Company has heretofore adopted the 3Com Corporation Amended and Restated Incentive Stock Option Plan (the Earlier Plan). The Plan in all respects is independent of and not a continuation or amendment of the Earlier Plan. Accordingly, the terms of the Earlier Plan shall remain in effect and apply to Options granted pursuant to the Earlier Plan. EX-5.1 5 OPINION OF WILSON SONSINI GOODRICH & ROSATI Exhibit 5.1 WILSON SONSINI GOODRICH & ROSATI PROFESSIONAL CORPORATION 650 PAGE MILL ROAD JOHN ARNOT WILSON PALO ALTO, CALIFORNIA 94304-1050 RETIRED TELEPHONE 650-493-9300 FACSIMILE 650-493-6811 January 11, 1999 3Com Corporation 5400 Bayfront Plaza Santa Clara, CA 95052 Re: Registration Statement on Form S-8 Employee Stock Purchase Plan, Director Stock Option Plan and 1983 Stock Option Plan Ladies and Gentlemen: We have examined (i) the Registration Statement on Form S-8 (the "Registration Statement") to be filed by 3Com Corporation, a Delaware corporation (the "Company" or "you"), with the Securities and Exchange Commission on or about January 12, 1999, in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of (a) an aggregate of 2,000,000 additional shares (the "ESPP Shares") of your Common Stock, $0.01 par value, reserved for issuance pursuant to the Company's 1984 Employee Stock Purchase Plan (the "Purchase Plan"); (b) an aggregate of 1,000,000 additional shares (the "Director Shares") of your Common Stock, $0.01 par value, reserved for issuance pursuant to the Company's Director Stock Option Plan (the "Director Plan"); and (c) an aggregate of 7,000,000 additional shares (the "Option Shares") of your Common Stock, $0.01 par value, reserved for issuance pursuant to the Company's 1983 Stock Option Plan (the "Option Plan"); and (ii) the Prospectuses expected to be dated January 12, 1999, that relate to the Purchase Plan, the Director Plan, the Option Plan and to such Registration Statement pursuant to Rule 428(a)(1) promulgated under the Act (the "Prospectuses"). As your legal counsel, we have reviewed the actions proposed to be taken by you in connection with the proposed sale and issuance of the ESPP Shares, the Director Shares and the Option Shares by the Company under the Purchase Plan, the Director Plan and the Option Plan, respectively. It is our opinion that, upon completion of the actions being taken, or contemplated by us as your counsel to be taken, by you prior to the issuance of the Shares pursuant to the Registration Statement, the Prospectuses, the Purchase Plan, the Director Plan and the Option Plan, and assuming that the ESPP Shares are issued in accordance with the provisions of the Purchase Plan, the Director Shares are issued in accordance with the provisions of the Director Plan and the Option Shares are issued in accordance with the provisions of the Option Plan and the related option agreements thereunder, the Shares will be legally and validly issued, fully paid and nonassessable. We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement, the Prospectuses, and any subsequent amendment thereto. Very truly yours, WILSON SONSINI GOODRICH & ROSATI Professional Corporation EX-23.1 6 CONSENT OF DELOITTE & TOUCHE, LLP Exhibit 23.1 CONSENT OF DELOITTE & TOUCHE, LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement of 3Com Corporation on Form S-8 (and related prospectus(es) pertaining to the 1984 Employee Stock Purchase Plan, the Director Stock Option Plan and the 1983 Stock Option Plan) of our report dated June 23, 1998 appearing in the Annual Report on Form 10-K of 3Com Corporation for the year ended May 31, 1998. DELOITTE & TOUCHE, LLP /S/ DELOITTE & TOUCHE, LLP San Jose, California January 6, 1999 EX-23.2 7 CONSENT OF GRANT THORNTON, LLP Exhibit 23.2 CONSENT OF GRANT THORNTON, LLP We consent to the incorporation by reference in this Registration Statement on Form S-8 and related prospectus(es) pertaining to the 1984 Employee Stock Purchase Plan, the Director Stock Option Plan and the 1983 Stock Option Plan of 3Com Corporation of our report dated November 4, 1996, included in 3Com Corporation's Annual Report on Form 10-K for the fiscal year ended May 31, 1998, with respect to the consolidated financial statements and schedule of U.S. Robotics Corporation and Subsidiaries for the year ended September 29, 1996 not included therein. GRANT THORNTON, LLP /s/ GRANT THORNTON, LLP Chicago, Illinois January 6, 1999 -----END PRIVACY-ENHANCED MESSAGE-----