Registration No. 033-55265
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
POST-EFFECTIVE AMENDMENT NUMBER ONE
TO
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 identification no.)
of incorporation or organization)
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 Post-Effective Amendment Number One shall hereafter become effective in
accordance with Rule 464 promulgated under the Securities Act of 1933, as
amended.
CALCULATION OF REGISTRATION FEE
No additional registration fee is due because no additional shares are being
registered.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 4. Description of Securities
The class of securities to be offered is registered under
Section 12 of the Securities Exchange Act of 1934, as amended.
With respect to securities to be offered to employees of
3Com Corporation, a California corporation (the "Company") or 3Com Israel,
a subsidiary corporation of the Company, which are subject to the securities
laws of the State of Israel, the following legend shall apply:
"THE SECURITIES AUTHORITY OF THE STATE OF ISRAEL HAS
EXEMPTED 3COM CORPORATION AND 3COM ISRAEL FROM THE
REQUIREMENT UNDER ISRAELI LAW TO OBTAIN A PERMIT WITH
REGARD TO THIS FORM S-8. NOTHING IN THE EXEMPTION
GRANTED SHALL BE CONSTRUED AS AUTHENTICATING THE
MATTERS CONTAINED IN THIS FORM S-8 OR AS AN APPROVAL OF
THEIR RELIABILITY OR ACCURACY OR AN EXPRESSION OF AN
OPINION AS TO THE QUALITY OF THE SECURITIES OFFERED
HEREBY."
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 Post-Effective Amendment Number One to the 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 14,
1995.
3COM CORPORATION
By: \s\ Mark D. Michael
Mark D. Michael, Vice President,
Secretary and General Counsel
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment Number One to the registration
statement has been signed by the following persons in the capacities
indicated on August 14, 1995.
Signature Title
ERIC A. BENHAMOU*
Eric A. Benhamou Chairman of the Board, President,
and Chief Executive Officer
(Principal Executive Officer)
CHRISTOPHER B. PAISLEY*
Christopher B. Paisley Vice President, Finance and Chief
Financial Officer (Principal
Financial and Accounting
Officer)
JAMES L. BARKSDALE*
James L. Barksdale Director
GORDON A. CAMPBELL*
Gordon A. Campbell Director
JEAN-LOUIS GASSEE*
Jean-Louis Gassee Director
STEPHEN C. JOHNSON*
Stephen C. Johnson Director
PHILIP C. KANTZ*
Philip C. Kantz Director
WILLIAM F. ZUENDT*
William F. Zuendt Director
*By:
Mark D. Michael, Attorney-in-fact
EXHIBIT INDEX OF
POST-EFFECTIVE AMENDMENT NUMBER ONE
TO FORM S-8
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 31, 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 Amended and Restated Rights Agreement is incorporated by
reference to the Company's Form 10-Q filed with the
Securities and Exchange Commission on January 13, 1995 (File
No. 0-12867).
5 Opinion regarding legality is incorporated by reference to
the Company's registration statement on Form S-8 filed with
the Securities and Exchange Commission on August 26, 1994
(File No. 033-55265).
23.1 Consent of Counsel (included in Exhibit 5).
23.2 Consent of Independent Auditors is incorporated by reference
to the Company's registration statement on Form S-8 filed
with the Securities and Exchange Commission on August 26,
1994 (File No. 033-55265).
24 Power of Attorney is incorporated by reference to the Company's
registration statement on Form S-8 filed with the Securities
and Exchange Commission on August 26, 1994 (File No.
033-55265).
