Registration No.____________
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)
CALIFORNIA 94-2605794
(State or other jurisdiction (I.R.S. employer of
incorporation or organization) identification
no.)
5400 BAYFRONT PLAZA
SANTA CLARA, CALIFORNIA 95052-8145
(Address of principal executive offices) (Zip code)
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, California 95052-8145
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(408)764-5000
This registration statement shall hereafter become effective
in accordance with Rule 462 promulgated under the Securities
Act of 1933, as amended.
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
offering aggregate Amount
Title of Securities Amount to be price per offering of registration
to be registered registered share (1) price (1) fee (1)
Common Stock 3,800,000 $29.6875 $112,812,500 $38,900.86
(1) Estimated pursuant to Rule 457 solely for purposes
of calculating the registration fee. The price is based
upon the 50% of the average of the high and low prices of
the Common Stock on August 19, 1994, as reported on
the National market Association of Securities Dealers Automated
Quotations system, as the market price does not reflect the
2:1 stock split as reported to the Securities and Exchange
Commission on Form 10-C on August 24, 1994.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
3Com Corporation ("the Company") hereby incorporates by
reference in this registration statement the following
documents:
(a) The Company's latest annual report on Form 10-K filed
pursuant to Sections 13(a) or 5(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"),
containing audited financial statements for the Company's
latest fiscal year.
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year
covered by the document referred to in (a) above.
(c) The description of the Company's Common Stock contained
in the Company's Registration Statement on Form 8-A filed
with the Securities and Exchange Commission on September 28,
1984 pursuant to the Exchange Act, including any amendment
or report filed for the purpose of updating such
description.
(d) The description of certain Common Stock Purchase Rights
that at the present time are represented by and may only be
transferred with the Company's Common Stock, which
description is contained in the Company's Registration
Statement on Form 8-A filed with the Securities and exchange Commission on
September 22, 1989 pursuant to the Exchange Act, including
any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment to this
registration statement which indicates that all securities
offered hereby have been sold or which deregisters all
securities 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
The class of securities to be offered is registered under
Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
Inapplicable.
Item 6. Indemnification of Directors and Officers
Section 204 of the General Corporation Law of the State of
California authorizes a corporation to adopt a provision in
its articles of incorporation eliminating the personal
liability of directors to corporations and their
shareholders for monetary damages for breach or alleged
breach of directors' "duty of care." Following a California
corporation's adoption of such a provision, its directors
are not accountable to corporations and their shareholders
for monetary damages for conduct constituting negligence (or
gross negligence) in the exercise of their fiduciary duties;
directors continue to be subject to equitable remedies such
as injunction or rescission. Under California law, a
director also continues to be liable for: (1) a breach of
his or her duty of loyalty; (2) acts or omissions not in
good faith or involving intentional misconduct or knowing
violations of law; (3) illegal payments of dividends and (4)
approval of any transaction from which a director derives an
improper personal benefit. The adoption of such a provision
in the articles of incorporation also does not limit
directors' liability for violations of the federal
securities laws.
Section 317 of the General Corporation Law of the State of
California makes provision for the indemnification of
officers, directors and other corporate agents in terms
sufficiently broad to indemnify such persons, under certain
circumstances, for liabilities (including reimbursement for
expenses incurred) arising under the Securities Act of 1933. A recent
amendment to Section 317 provides that the
indemnification provided by this section is not exclusive
to the extent additional rights are authorized in a
corporation's articles of incorporation.
The Company has adopted provisions in its Articles of
Incorporation which eliminate the personal liability of its
directors to the Company and its shareholders for monetary
damages for breach of the directors' fiduciary duties in
certain circumstances and authorize the Company to
indemnify its officers, directors and other agents, by
bylaw, agreements or otherwise, to the full extent
permitted by law.
Item 7. Exemption From Registration Claimed Inapplicable.
Item 8. Exhibits
See Exhibit Index.
Item 9. Undertakings
(a) Rule 415 Offering
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;
(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)(l)(ii)
do not apply if the registration statement is on Form S-3 or
Form S8, and the information required to be included in a
posteffective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section
13 or Section 15(d) of the Exchange Act 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 posteffective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) Filing incorporating subsequent Exchange Act documents
by reference
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 Exchange
Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) 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.
(h) Request for acceleration of effective date or filing of
registration statement on Form S-8
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 foregoing 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 whether
such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, 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 August 26, 1994.
3COM CORPORATION
By: /s/ Mark D. Michael
Mark D. Michael, Vice President,
Secretary and General Counsel
POWER OF ATTORNEY
The officers and directors of 3Com Corporation whose
signatures appear below, hereby constitute and appoint
Christopher B. Paisley and Mark D. Michael, and each of
them, their true and lawful attorneys and agents, with
full power of substitution, each with power to act alone,
to sign and execute on behalf of the undersigned any amendment
or amendments to this registration statement on Form S-8, and each of the
undersigned does hereby ratify and confirm all that each of
said attorney and agent, or their or his substitutes, shall
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
as amended, this registration statement has been signed by
the following persons in the capacities indicated on August
26, 1994.
Signature
Title
/s/ Eric A. Benhamou
Eric A. Benhamou
President, Chief Executive Officer, and Director (Principal
Executive Officer)
/s/ Christopher B. Paisley
Christopher B. Paisley
Vice President, Finance and Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ James L. Barksdale
James L. Barksdale
Director
/s/ Gordon A. Campbell
Gordon A. Campbell
Director
/s/ Jean-Louis Gassee
Jean-Louis Gassee
Director
/s/ Jack L. Hancock
Jack L. Hancock
Director
/s/ Stephen C. Johnson
Stephen C. Johnson
Director
/s/ Philip C. Kantz
Philip C. Kantz
Director
/s/ William F. Zuendt
William F. Zuendt
Director
EXHIBIT INDEX
4.1 Amended and Restated Articles of Incorporation are
incorporated by reference to the Company's Form 10-Q filed
with the Securities and Exchange Commission on January 2,
1991 (File No. 0-12867) and to the Company's Form 10-K filed
with the Securities and Exchange Commission on August 26, 1994.
4.2 By-laws are incorporated by reference to the Company's
registration statement on Form S-8 filed with the Securities
and Exchange Commission on November 24, 1993 (File No. 33
72158).
4.3 Shareholder Rights Plan is incorporated by reference to
the Company's Current Report on Form 8-K (File No. 0-12867,
effective September 8, 1989).
5 Opinion regarding legality.
23.1 Consent of Counsel (included in Exhibit 5).
23.2 Consent of Deloitte & Touche LLP, independent
auditors. 23.3 Consent of Levine, Zeidman & Daitch, P.C.,
independent auditors
24 Power of Attorney (included in signature pages to this
registration statement).
EXHIBIT 5
August 26, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: 3Com Corporation
1994 Stock Option Plan
Registration Statement on Form S-8
Ladies and Gentlemen:
As legal counsel for 3Com Corporation, a California
corporation (the "Company"), we are rendering this opinion
in connection with the registration under the Securities Act
of 1933, as amended, of up to 3,800,000 shares of the Common
Stock of the Company which may be issued pursuant to the
3Com Corporation 1994 Stock Option Plan (the "Plan"). We
have examined all instruments, documents and records which
we deemed relevant and necessary for the basis of our
opinion hereinafter expressed. In such examination, we have
assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals
and the conformity to the originals of all documents
submitted to us as copies.
We are admitted to practice only in the State of California
and we express no opinion concerning any law other than the
law of the State of California, and the federal law of the
United States. Based on such examination, we are of the
opinion that the 3,800,000 shares of Common Stock which may
be issued pursuant to the Plan are duly authorized shares of
the Company's Common Stock, and, when issued against payment
of the purchase price therefor in accordance with the
provisions of the Plan, will be validly issued, fully paid
and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement referred to above and
the use of our name wherever it appears in said
Registration Statement.
Respectfully submitted,
/s/ GRAY CARY WARE & FREIDENRICH
GRAY CARY WARE & FREIDENRICH
A Professional Corporation
EXHIBIT 23.2
CONSENT OF DELOITTE & TOUCHE LLP
We consent to the incorporation by reference in this
Registration Statement of 3Com Corporation on Form S-8 of
our report dated June 15, 1994, appearing in the Annual
Report on Form 10-K of 3Com Corporation for the year ended
May 31, 1994.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
San Jose, California
August 23, 1994
EXHIBIT 23.3
CONSENT OF LEVINE, ZEIDMAN & DAITCH, P.C.,
We consent to the incorporation by reference in this
Registration Statement of 3Com Corporation on Form S-8 of
our report dated February 24, 1992 relating to the financial
statements of StarTek, Inc. for the year ended December 31,
1991 appearing in the Annual Report on Form 10K of 3Com
Corporation for the year ended May 31, 1994.
/s/ LEVINE, ZEIDMAN & DAITCH, P.C.
LEVINE, ZEIDMAN & DAITCH, P.C.
Wellesley Hills, Massachusetts
August 23, 1994
