-----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, DHB+TGdZh/Fgza+UicCeqaa9d+ZgEwghm9wdnuvBIt0A6f4tBxhsrtsHqczc0pWz +W0kP5W3DxPXp7vFNaYiuw== 0001012870-01-500433.txt : 20010426 0001012870-01-500433.hdr.sgml : 20010426 ACCESSION NUMBER: 0001012870-01-500433 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010425 EFFECTIVENESS DATE: 20010425 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: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-59504 FILM NUMBER: 1610509 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 ds8.txt FORM S-8 As filed with the Securities and Exchange Commission on April 25, 2001 Registration No. 333- ================================================================================ 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) 5400 Bayfront Plaza Santa Clara, CA 95052-8145 (408) 326-5000 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) ___________________________ Amended and Restated 3Com Corporation 1984 Employee Stock Purchase Plan (Full title of the plan) ___________________________ Mark D. Michael Vice President, Secretary and General Counsel 3Com Corporation 5400 Bayfront Plaza Santa Clara, CA 95052-8145 (408) 326-5000 (Name, address, including zip code, and telephone number, including area code, of agent for service) ___________________________ Copies to: Katharine A. Martin, Esq. Wilson Sonsini Goodrich & Rosati, P.C. 650 Page Mill Road Palo Alto, California 94304-1050 CALCULATION OF REGISTRATION FEE _______________________________
==================================================================================================================================== Proposed Proposed Amount Maximum Maximum Amount of Title of Securities to to be Offering Price Aggregate Registration be Registered Registered/(1)/ Per Share/(2)/ Offering Price/(2)/ Fee/(2)/ - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock, $0.001 par value, to be issued pursuant to the Amended and Restated 3Com Corporation 1984 Employee Stock Purchase Plan...................... 9,200,000 $5.27 $48,484,000 $12,121 ====================================================================================================================================
(1) This Registration Statement shall also cover any additional shares of Registrant's Common Stock that become issuable under the Amended and Restated 3Com Corporation 1984 Employee Stock Purchase Plan described herein (the "Plan") by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the Registrant's receipt of consideration that results in an increase in the number of the Registrant's outstanding shares of Common Stock. (2) Estimated in accordance with Rule 457(c) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee on the basis of $5.27 per share, which was the average of the high and low prices of the Registrant's Common Stock, quoted by the National Association of Securities Dealers Automated Quotation System on April 23, 2001. ================================================================================ INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed by 3Com Corporation (the "Registrant") with the Securities and Exchange Commission are incorporated herein by reference: REGISTRANT FILINGS PERIOD OR DATE FILED - ------------------ -------------------- Annual Report on Form 10-K...... For the fiscal year ended June 2, 2000. Quarterly Reports on Form 10-Q.. For the quarterly periods ended March 2, 2001, December 1, 2000, and September 1, 2000. The description of the Registrant's common stock set forth in the Registrant's registration statement on Form 8-A filed pursuant to Section 12 of the Securities and Exchange Act, including any amendment or report filed with the Securities and Exchange Commission for the purpose of updating this description.................... September 18, 1984. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be 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. Section 145 of the General Corporation Law of the State of Delaware authorizes a Delaware corporation to indemnify officers, directors, employees, and agents of the corporation, in connection with actual or threatened actions, suits or proceedings provided that such officer, director, employee, or agent acted in good faith and in a manner such officer reasonably believed to be in or not opposed to the corporation's best interests, and, for criminal proceedings, had no reasonable cause to believe his or her conduct was unlawful. This authority is sufficiently broad to permit indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended. The Registrant's By-laws provide for indemnification of officers and directors to the fullest extent permitted by Delaware law. In addition, the Registrant has, and intends in the future to enter into, agreements to provide indemnification for directors and officers in addition to that provided for in the By-laws. 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 capacity, subject to certain exclusions. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. Exhibit Number Description - --------------- --------------------------------------------------------- 4.1 Amended and Restated 3Com Corporation 1984 Employee Stock Purchase Plan. 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation. 23.1 Consent of Deloitte & Touche LLP, Independent Auditors. 23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (contained in Exhibit 5.1 to this registration statement). 24.1 Power of attorney (contained on signature pages of this registration statement). Item 9. Undertakings. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (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; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 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 Securities Exchange Act of 1934 that are incorporated by reference 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. -2- (b) 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 Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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. (c) 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 forgoing 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 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 of whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. -3- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California, on this 20th day of April, 2001. 3COM CORPORATION By: /s/ Bruce Claflin ----------------- Bruce Claflin President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Bruce Claflin his attorney-in-fact, with full power of substitution in each, for him in any and all capacities to sign any amendments to this registration statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitutes, may do or cause to be done by virtue hereof. 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/ Bruce Claflin President and April 20, 2001 - ------------------------------------- Chief Executive Officer Bruce Claflin (Principal Executive Officer) /s/ Michael Rescoe Senior Vice President, Finance and April 20, 2001 - ------------------------------------- Planning and Chief Financial Officer Michael Rescoe (Principal Financial and Accounting Officer) /s/ Fred Anderson Director April 24, 2001 - ------------------------------------- Fred Anderson /s/ Eric A. Benhamou Director April 24, 2001 - ------------------------------------- Eric A. Benhamou /s/ Casey G. Cowell Director April 24, 2001 - ------------------------------------- Casey G. Cowell
-4- Signature Title Date - ------------------------------------- ----------------------------------------- ------------------- /s/ James E. Cowie Director April 24, 2001 - ------------------------------------- James E. Cowie /s/ Gary T. DiCamillo Director April 24, 2001 - ------------------------------------- Gary T. DiCamillo /s/ Jean-Louis Gassee Director April 24, 2001 - ------------------------------------- Jean-Louis Gassee /s/ Philip C. Kantz Director April 24, 2001 - ------------------------------------- Philip C. Kantz /s/ James R. Long Director April 24, 2001 - ------------------------------------- James R. Long /s/ Jan Peters Director April 24, 2001 - ------------------------------------- Jan Peters /s/ Raj Reddy Director April 24, 2001 - ------------------------------------- Raj Reddy /s/ Paul G. Yovovich Director April 24, 2001 - ------------------------------------- Paul G. Yovovich /s/ William F. Zuendt Director April 24, 2001 - ------------------------------------- William F. Zuendt
-5- INDEX TO EXHIBITS Exhibit Number Description - --------------- ------------------------------------------------------------ 4.1 Amended and Restated 3Com Corporation 1984 Employee Stock Purchase Plan. 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation. 23.1 Consent of Deloitte & Touche LLP, Independent Auditors. 23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (contained in Exhibit 5.1 to this registration statement). 24.1 Power of attorney (contained on signature pages of this registration statement). -6- EX-4.1 2 dex41.txt 1984 EMPLOYEE STOCK PURCHASE PLAN EXHIBIT 4.1 ----------- AMENDED AND RESTATED 3COM CORPORATION 1984 EMPLOYEE STOCK PURCHASE PLAN 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 31,200,000 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, 1999. Except as ------------------------------------------------------ otherwise set forth below, effective October 1, 1999, the Plan shall be implemented by offerings (individually, an "Offering") of twenty-four (24) months duration (an "Offering Period"). An Offering shall commence on April 1 and October 1 of each year and end on the second March 31 and September 30, respectively, occurring thereafter. Notwithstanding the foregoing, the Board may establish a different term for one or more of the Offerings and/or different commencing and/or ending dates for such Offerings. An employee who becomes eligible to participate in the Plan after 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. Eligible employees may not participate in more than one Offering at a time. The first day of an Offering Period shall be the "Offering 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) Purchase Periods. Each Offering Period shall consist of four (4) ---------------- consecutive purchase period of six (6) months duration (a "Purchase Period"). The last day of each Purchase Period shall be the "Purchase Date" for such Purchase Period. A Purchase Period commencing on April 1 shall end on the next September 30. A Purchase Period commencing on October 1 shall end on the next March 31. Notwithstanding the foregoing, the Board may establish a different term for one or more Purchase Periods and/or different commencing dates and/or Purchase Dates for such Purchase Periods. In the event the first and/or last day of a Purchase 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 Purchase Period. (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 -2- 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 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 -------------- (a) 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. (b) Automatic Transfer to Low Price Offering Period. To the extent ----------------------------------------------- permitted by any applicable laws, regulations, or stock exchange rules, if the Fair Market Value of the common stock on any Exercise Date in an Offering Period is lower than the Fair Market Value of the common stock on the Enrollment Date of such Offering Period, then all participants in such Offering Period shall be automatically withdrawn from such Offering Period immediately after the exercise of their option on such Exercise Date and automatically re-enrolled in the immediately following Offering Period as of the first day thereof. 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 -3- 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 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 ---------------- paragraph 13 below, no Participant shall be entitled to purchase more than 4,000 Shares in a single Offering. -4- (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. (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. -5- (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 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 -6- 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 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. 18. Clawback. The Board may, in its discretion and, to the extent -------- necessary or desireable, modify or amend the Plan to reduce or eliminate an unfavorable accounting consequence including, but not limited to: (i) altering the Purchase Price for an Offering Period including an Offering Period underway at the time of the change in Purchase Price; (ii) shortening any Offering Period so that Offering Period ends on a new Exercise Date, including an Offering Period underway at the time of the Board action; and (iii) allocating shares. Such modifications or amendments shall not require stockholder approval or the consent of any Plan participants. -7- EX-5.1 3 dex51.txt OPINION OF WILSON SONSINI GOODRICH & ROSATI EXHIBIT 5.1 ----------- April 24, 2001 3Com Corporation 5400 Bayfront Santa Clara, CA 95052 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or about April 24, 2001 (the "Registration Statement"), in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act"), of an aggregate of 9,200,000 shares of common stock, par value $0.001, of 3Com Corporation (the "Shares"), reserved for issuance pursuant to the Amended and Restated 3Com Corporation 1984 Employee Stock Purchase Plan (the "Plan"). As your legal counsel, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the sale and issuance of the Shares under the Plan. It is our opinion that the Shares will be, when issued and sold in the manner referred to in the Plan, 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 and any subsequent amendment thereto. In giving such consent, we do not consider that we are "experts" within the meaning of such term as used in the Securities Act, or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise. Very truly yours, WILSON SONSINI GOODRICH & ROSATI Professional Corporation /s/ Wilson Sonsini Goodrich & Rosati EX-23.1 4 dex231.txt 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 of our report dated June 26, 2000 (August 11, 2000 as to Note 21 of the Consolidated Financial Statements) appearing in the Annual Report on Form 10-K of 3Com Corporation for the year ended June 2, 2000. DELOITTE & TOUCHE LLP /s/ Deloitte & Touche LLP San Jose, California April 24, 2001 -----END PRIVACY-ENHANCED MESSAGE-----