-----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, UsSbgjZUg4HHjwr6CioG4Iafpm6lXQr7LryRl6Irmo6WjBeYjhBSPehWIvf2i0Tj H2YgMAE0orWJNoPejEmXcw== 0001182493-10-000015.txt : 20100414 0001182493-10-000015.hdr.sgml : 20100414 20100414162320 ACCESSION NUMBER: 0001182493-10-000015 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100412 FILED AS OF DATE: 20100414 DATE AS OF CHANGE: 20100414 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ZAGER JAY CENTRAL INDEX KEY: 0001182723 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-12867 FILM NUMBER: 10749685 MAIL ADDRESS: STREET 1: 350 CAMPUS DRIVE CITY: MARLBOROUGH STATE: MA ZIP: 01752 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 4 1 edgardoc.xml PRIMARY DOCUMENT X0303 4 2010-04-12 1 0000738076 3COM CORP COMS 0001182723 ZAGER JAY 350 CAMPUS DRIVE MARLBOROUGH MA 01752-3064 0 1 0 0 EVP & CFO Common Stock 2010-04-12 4 D 0 384131 D 0 D Non-Qualified Stock Option (right to buy) 2.61 2010-04-12 4 D 0 400000 D 2015-05-06 Common Stock 400000 0 D Non-Qualified Stock Option (right to buy) 4 2010-04-12 4 D 0 180000 D 2016-08-07 Common Stock 180000 0 D Non-Qualified Stock Option (right to buy) 4.28 2010-04-12 4 D 0 500000 D 2014-07-03 Common Stock 500000 0 D Performance Shares 2010-04-12 4 A 0 90000 0 A Common Stock 90000 90000 D Performance Shares 2010-04-12 4 D 0 90000 D Common Stock 90000 0 D Includes 4,000 shares acquired on March 31, 2010 and 252 shares acquired on April 9, 2010 pursuant to the 3Com ESPP and 187,500 shares of restricted stock. 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 each share of COMS restricted common stock will be assumed by HP and converted into 27,645 shares of HP restricted common stock. The option vests in four equal semi-annual installments beginning on November 6, 2008. Pursuant to the Merger Agreement, the 100,000 unvested shares subject to the option will be assumed by HP and converted into an option to purchase 14,744 shares of HP common stock at an exercise price of $17.71 per share, and the 300,000 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 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 26,539 shares of HP common stock at an exercise price of $27.13 per share. The option vests in four equal annual installments beinning on July 3, 2008. Pursuant to the Merger Agreement, the 250,000 unvested shares subject to the option will be assumed by HP and converted into an option to purchase 36,860 shares of HP common stock at an exercise price of $29.03 per share, and the 250,000 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. 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 13,269 HP restricted stock units. By: Stacy Romain, Attorney-In-Fact For: /s/ Jay Zager 2010-04-14 EX-24 2 zager_attny.txt EDGAR SUPPORTING DOCUMENT LIMITED POWER OF ATTORNEY By this limited Power of Attorney, the undersigned hereby constitutes and appoints Neal Goldman, Julie Petrini, Jeff Held, Robert Aldrich or Stacy Romain-Bishop, acting jointly or severally, his true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned a Securities and Exchange Commission ("SEC") Form 3 initial statement of beneficial ownership or Form 4 indicating any changes in the undersigned's beneficial ownership of 3Com Corporation common stock reportable on such form; (2) execute for and on behalf of the undersigned a SEC Form 5 indicating any changes in the undersigned's beneficial ownership of 3Com Corporation common stock reportable on such form for the fiscal year in which such change occurs; (3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Form 3, Form 4, or Form 5 and the timely filing of such forms with the SEC and any other appropriate entity or authority; and (4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned, pursuant to this Limited Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney and the rights and powers herein granted. Unless terminated in writing by the undersigned, the authority granted under this Limited Power of Attorney shall expire at such time as the undersigned ceases to be an affiliate of 3Com Corporation. IN WITHNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 8th day of May, 2007. /s/ Jay Zager _______________________ Signature Jay Zager _______________________ Print Name -----END PRIVACY-ENHANCED MESSAGE-----