-----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, D/+0Lwd3nu11Ia88qpGS0/QiKCc65LlCjYTrzSo9oD4KJA0BfPf5tT7Whr14krp0 V22AAhL7WLFD5BiZv2xm+g== 0001182493-10-000004.txt : 20100414 0001182493-10-000004.hdr.sgml : 20100414 20100414125734 ACCESSION NUMBER: 0001182493-10-000004 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100412 FILED AS OF DATE: 20100414 DATE AS OF CHANGE: 20100414 ISSUER: 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: 0529 BUSINESS ADDRESS: STREET 1: 350 CAMPUS DRIVE CITY: MARLBOROUGH STATE: MA ZIP: 01752-3064 BUSINESS PHONE: 508-323-1000 MAIL ADDRESS: STREET 1: 350 CAMPUS DRIVE CITY: MARLBOROUGH STATE: MA ZIP: 01752-3064 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MAO ROBERT YU LANG CENTRAL INDEX KEY: 0001232218 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-12867 FILM NUMBER: 10748877 MAIL ADDRESS: STREET 1: C/O 3COM CORPORATION STREET 2: 350 CAMPUS DRIVE CITY: MARLBOROUGH STATE: MA ZIP: 01752 4 1 edgardoc.xml PRIMARY DOCUMENT X0303 4 2010-04-12 1 0000738076 3COM CORP COMS 0001232218 MAO ROBERT YU LANG 350 CAMPUS DRIVE MARLBOROUGH MA 01752-3064 1 1 0 0 CEO Common Stock 2010-04-12 4 D 0 1476429 D 0 D Non-Qualified Stock Option (right to buy) 2.61 2010-04-12 4 D 0 2000000 D 2015-05-06 Common Stock 2000000 0 D Non-Qualified Stock Option (right to buy) 3.92 2010-04-12 4 D 0 104500 D 2014-03-28 Common Stock 104500 0 D Non-Qualified Stock Option (right to buy) 4 2010-04-12 4 D 0 644000 D 2016-08-07 Common Stock 644000 0 D Performance Shares 2010-04-12 4 A 0 322000 0 A Common Stock 322000 322000 D Performance Shares 2010-04-12 4 D 0 322000 D Common Stock 322000 0 D Includes 1,000,000 shares represented by restricted stock units ("RSUs"). Pursuant to the Merger Agreement between the Issuer and Hewlett-Packard Company ("HP") dated November 11, 2009 (the "Merger Agreement"), each share of COMS common stock will be exchanged for $7.90 in cash and the COMS RSUs will be assumed by HP and converted into 147,443 HP restricted stock units. The option vests in four equal annual installments beginning on May 6, 2009. Pursuant to the Merger Agreement, the 1,500,000 unvested shares subject to the option will be assumed by HP and converted into an option to purchase 221,164 shares of HP common stock at an exercise price of $17.71 per share, and the 500,000 vested shares subject to the option will be cancelled in exchange for a cash payment for each share equal to the excess of $7.90 over the per share exercise price of the option. The option vests in four equal annual installments beinning on March 28, 2008. Pursuant to the Merger Agreement, the 19,875 unvested shares subject to the option will be assumed by HP and converted into an option to purchase 2,930 shares of HP common stock at an exercise price of $26.59 per share, and the 84,625 vested shares subject to the option will be cancelled in exchange for a cash payment for each share equal to the excess of $7.90 over the per share exercise price of the option. The option vests on August 7, 2012, subject to performance-based acceleration. Pursuant to the Merger Agreement, the option will be assumed by HP and converted into an option to purchase 94,953 shares of HP common stock at an exercise price equal to $27.13 per share. Each performance-based restricted stock unit (the "PRSU") represents a contingent right to receive one share of COMS common stock. In accordance with the terms of the PRSU agreement, the performance metrics will be deemed met at target levels upon the effectiveness of the merger. The PRSUs will be deemed earned at target upon the effectiveness of the merger and will subsequently vest in three equal annual installments beginning on August 7, 2010. Not applicable. Pursuant to the Merger Agreement, the PRSU's will be assumed by HP and converted into 47,476 HP restricted stock units. /s/ Robert YL. Mao 2010-04-14 -----END PRIVACY-ENHANCED MESSAGE-----