8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
March 25, 2008

3COM CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-12867	94-2605794
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

350 Campus Drive
Marlborough, Massachusetts
01752
(Address of Principal Executive Offices)
(Zip Code)

Registrant’s telephone number, including area code: (508) 323-1000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
	ITEM 7.01 Regulation FD Disclosure
	ITEM 9.01 Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EX-99.1 H3C Summary Financial Information Provided to Bank Lenders

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Bonus Determination for Dr. Shusheng Zheng, Chief Operating Officer of H3C. On March 25, 2008, the Compensation Committee (the “Committee”) of the Board of Directors of 3Com Corporation (“3Com”) approved bonus payments for H3C’s fiscal year 2007 for Dr. Zheng. The Committee approved a regular annual bonus payment of $309,100. In addition, under H3C’s long term incentive plan, the Committee approved a payment of $500,000, payable over three years subject to continued employment. These bonuses were determined based on a variety of factors, including the Committee’s review of specified business performance metrics for H3C’s fiscal year 2007 and specific metrics for H3C’s fourth quarter of 2007. The Committee also considered Dr. Zheng’s contribution and individual performance.

ITEM 7.01 Regulation FD Disclosure

     As required by its senior secured credit facility the Company made available to its senior secured bank lenders certain summary financial information concerning H3C. This financial data is attached hereto as Exhibit 99.1 and is hereby incorporated by reference into this Item 7.01. As described in Exhibit 99.1, the financial data set forth in Exhibit 99.1 differs from the H3C segment data published by the Company in its financial press releases.

     The information in Item 7.01 of this Form 8-K and the exhibit attached hereto as Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	H3C — Summary Financial Information Provided to Bank Lenders

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	3COM CORPORATION
Date: March 31, 2008	By:	/s/ Jay Zager
		Jay Zager
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	H3C — Summary Financial Information Provided to Bank Lenders

EX-99.1

Exhibit 99.1

Summary Financial Information
H3C Holdings Limited — US GAAP
(in thousands, except percentages)

														Year end
	Items	Q1-07			Q2-07			Q3-07			Q4-07			adjustments *			CY 2007
(1)	Sales	$	177,843		$	184,718		$	185,616		$	208,218			($896	)	$	755,499
(2)	Gross profit	$	79,468		$	88,826		$	96,051		$	118,754			($672	)	$	382,427
(3)	Gross profit as a percent of sales		44.7	%		48.1	%		51.7	%		57.0	%					50.6	%
(4)	Consolidated Adjusted EBITDA	$	55,999		$	43,733		$	47,850		$	63,605					$	211,187
(5)	Consolidated Adjusted EBITDA as a percent of sales		31.5	%		23.7	%		25.8	%		30.5	%					28.0	%
(6)	Taxes	$	4,689		$	223		$	605		$	8,603			($336	)	$	13,784
(7)	Deferred income tax	$	622		$	1,798		$	1,225			($1,550	)		($2,326	)		($231	)
(8)	Consolidated Net Income		($21,350	)		($798	)	$	4,335		$	20,303			($26,411	)		($23,920	)
(9)	Net Income based on GAAP		($21,350	)		($798	)	$	4,335		$	20,303			($26,411	)		($23,920	)
(10)	Cash, Cash Equivalents and short term investments	$	518,117		$	342,168		$	291,071		$	387,721					$	387,721
(11)	Net property plant and equipment	$	32,070		$	28,835		$	25,042		$	22,873					$	22,873
(12)	Consolidated Working Capital		($98,653	)		($11,784	)		($14,055	)		($5,154	)					($5,154	)
(13)	Capital Expenditure	$	2,145		$	2,839		$	1,572		$	1,915			($705	)	$	7,766
(14)	Capital Expenditure as a percent of sales		1.2	%		1.5	%		0.8	%		0.9	%					1.0	%
(15)	Increase in Consolidated Working Capital		($49,125	)	$	86,870			($2,271	)	$	8,900					$	44,374
(16)	The result of Consolidated Adjusted EBITDA less Consolidated Working Capital	$	154,652		$	55,517		$	61,905		$	68,759					$	216,341

*	Year end adjustments were on purchase accounting entries and re-classifications
	Remarks:
1)	Q4/Q3 sequential growth on sales: 12.2%
2)	Defined terms have the definitions ascribed to such terms in the Company’s senior secured credit agreement.
3)	Financial information above is unaudited except “CY 2007” column numbers are derived from the audited financial statements of H3C Holdings Limited.
4)	H3C Holdings Limited is a special purpose Cayman entity that incurred the senior secured loan used to finance a portion of the purchase price for the acquisition of 49% of H3C Technologies Co., Limited from Huawei. Accordingly, purchase accounting and debt-related accounting are booked at this level. H3C Holdings Limited beneficially owns 100% of H3C Technologies Co., Limited.
	The H3C Holdings Limited financial information contained above is derived from consolidated financials prepared under US Generally Accepted Accounting Principles and differs from the H3C segment financial information reported by 3Com Corporation in its public filings prepared under US Generally Accepted Accounting Principles in that the externally reported segment information includes adjustments for consolidation of the H3C entity and the parent entities, adjustments for any products still in 3Com inventory and, solely for the “Q1-07” column above, adjustments for purchase accounting impacts then maintained at the parent level.

H3C Technologies Co., Limited — Summary Financial information
(in thousands, except percentages)

	Items	Q4-06			Q4-07			CY 2006			CY 2007
(1)	Sales	$	191,243		$	208,275		$	711,837		$	756,564
(2)	Gross profit	$	88,220		$	118,811		$	336,676		$	394,276
(3)	Gross profit as a percent of sales		46.1	%		57.0	%		47.3	%		52.1	%
(4)	Consolidated Adjusted EBITDA	$	42,031		$	63,615		$	164,731		$	212,901
(5)	Consolidated Adjusted EBITDA as a percent of sales		22.0	%		30.5	%		23.1	%		28.1	%
(6)	Taxes	$	2,062		$	539		$	7,764		$	10,616
(7)	Deferred income tax		($1,818	)		($9,614	)		($7,223	)		($3,399	)
(8)	Consolidated Net Income	$	34,493		$	58,177		$	138,410		$	112,038
(9)	Net Income based on GAAP	$	34,493		$	58,177		$	138,410		$	112,038
(10)	Cash, Cash Equivalents and short term investments	$	329,990		$	387,350		$	329,990		$	387,350
(11)	Net property plant and equipment	$	35,474		$	22,873		$	35,474		$	22,873
(12)	Consolidated Working Capital		($49,529	)		($10,166	)		($49,529	)		($10,166	)
(13)	Capital Expenditure	$	4,362		$	1,915		$	17,889		$	7,766
(14)	Capital Expenditure as a percent of sales		2.3	%		0.9	%		2.5	%		1.0	%
(15)	Increase in Consolidated Working Capital		($125,957	)		($559	)		($98,748	)	$	39,363
(16)	The result of Consolidated Adjusted EBITDA less Consolidated Working Capital	$	91,560		$	73,781		$	214,260		$	223,067

1)	Q4/Q3 sequential growth on sales: 12.2%
2)	Defined terms have the definitions ascribed to such terms in the Company’s senior secured credit agreement.
3)	Financial information above is unaudited except “CY 2006” and “CY 2007” column numbers are derived from the statutory audited financial statements of H3C Technologies Co., Limited.
4)	H3C Technologies Co., Limited is a Hong Kong entity that beneficially owns 3Com Corporation’s H3C division’s PRC operating companies and runs H3C’s direct international business outside of the PRC. As the senior secured loan was incurred by H3C Technologies Co., Limited’s parent — H3C Holdings Limited — the purchase accounting and debt-related accounting are not booked at this level.
	The H3C Technologies Co., Limited financial information above is derived from consolidated financials prepared under US Generally Accepted Accounting Principles and differs from the H3C segment financial information reported by 3Com Corporation in its public filings prepared under US Generally Accepted Accounting Principles.