S-8 1 ds8.txt FORM S-8 As filed with the Securities and Exchange Commission on July 12, 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) ____________ 3Com Corporation 1994 Stock Option 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 3Com Corporation 1994 Stock Option Plan................. 56,155,298 $4.62 $259,437,477 $64,859 ====================================================================================================================================
(1) This Registration Statement shall also cover any additional shares of Registrant's Common Stock that become issuable under the 3Com Corporation 1994 Stock Option 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 $4.62 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 July 6, 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: (i) the latest annual report of 3Com Corporation (the "Registrant") filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (ii) all other reports filed by the Registrant pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report referred to in clause (i) above; and (iii) the description of the Registrant's common stock contained in the Registrant's Registration Statement filed under Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description. All documents filed by the Registrant after the date of this registration statement pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment (that indicates all securities offered have been sold or deregisters 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. 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 3Com Corporation 1994 Stock Option 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. (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 -2- 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 9th day of July, 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 July 9, 2001 --------------------------- Chief Executive Officer Bruce Claflin (Principal Executive Officer) /s/ Michael Rescoe Senior Vice President, Finance and July 9, 2001 --------------------------- Planning and Chief Financial Officer Michael Rescoe (Principal Financial and Accounting Officer) /s/ Fred Anderson Director July 9, 2001 --------------------------- Fred Anderson /s/ Eric A. Benhamou Director July 9, 2001 --------------------------- Eric A. Benhamou /s/ Casey G. Cowell Director July 9, 2001 --------------------------- Casey G. Cowell
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Signature Title Date --------------------------- --------------------------------------- ---------------- ___________________________ Director July __, 2001 James E. Cowie /s/ Gary T. DiCamillo Director July 9, 2001 --------------------------- Gary T. DiCamillo /s/ David Dorman Director July 9, 2001 --------------------------- David Dorman /s/ Jean-Louis Gassee Director July 9, 2001 --------------------------- Jean-Louis Gassee ___________________________ Director July __, 2001 Philip C. Kantz /s/ James R. Long Director July 9, 2001 --------------------------- James R. Long ___________________________ Director July __, 2001 Jan Peters ___________________________ Director July __, 2001 Raj Reddy /s/ Paul G. Yovovich Director July 9, 2001 --------------------------- Paul G. Yovovich ___________________________ Director July __, 2001 William F. Zuendt
-5- INDEX TO EXHIBITS Exhibit Number Description --------- ---------------------------------------------------------- 4.1 3Com Corporation 1994 Stock Option 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-