As filed with the Securities and Exchange Commission on June 22, 1995.
Registration No. 33-
______________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
3Com CORPORATION
(Exact name of Registrant as specified in its charter)
California 3577 94-2605794
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Number) Identification
organization) No.)
5400 Bayfront Plaza
Santa Clara, CA 95052-8145
(408) 764-5000
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)
ERIC A. BENHAMOU
President and Chief Executive Officer
3Com CORPORATION
5400 Bayfront Plaza
Santa Clara, CA 95052-8145
(408) 764-5000
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Copies to:
BRADLEY J. ROCK, ESQ. MARK D. MICHAEL, ESQ.
JOHN W. KUO, ESQ. General Counsel and Secretary
Gray Cary Ware & Freidenrich 3Com Corporation
A Professional Corporation 5400 Bayfront Plaza
400 Hamilton Avenue Santa Clara, CA 95052-9145
Palo Alto, CA 94301
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration
Statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box: ___
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box: _X_
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. ___
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. ___
___ If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box.
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum Amount
Each Class Amount Offering Aggregate of
of Securities to be Price Per Offering Registration
to be Registered Registered Share (1) Price (1) Fee
- ---------------- ---------- --------- --------- ------------
Common Stock
(no par value) 483,309 $66.50 $32,140,049 $11,083
(1) Estimated solely for the purpose of computing the registration
fee and based on the last sales price of the Common Stock of 3Com
Corporation as reported on the Nasdaq National Market on June 20, 1995.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date as the
Commission, acting pursuant to such Section 8(a), may determine.
483,309 Shares
3COM CORPORATION
Common Stock
- ----------------
The 483,309 shares of Common Stock of 3Com Corporation ("3Com" or the
"Company") covered by this Prospectus (the "Shares") are outstanding shares
that may be sold from time to time by or on behalf of certain Shareholders
(the "Selling Shareholders") of the Company described in this Prospectus under
"Selling Shareholders." The Selling Shareholders acquired the Shares from the
Company in a private transaction related to the Company's acquisition of all of
the outstanding stock of Sonix Communications Limited, a company formed and
registered in England ("Sonix"). The Company has agreed to register the Shares
under the Securities Act of 1933, as amended (the "Securities Act"), and to use
its best efforts to cause the registration statement covering the Shares to be
declared effective and to remain effective for up to two (2) years following
the date of the Acquisition and Exchange Agreement, dated March 22, 1995, by
and among 3Com and the Shareholders of Sonix (the "Acquisition Agreement").
The Company will not receive any of the proceeds from the sale of the Shares by
the Selling Shareholders.
The Company has been advised by the Selling Shareholders that they may
sell all or a portion of the Shares from time to time in the Nasdaq National
Market, in negotiated transactions or otherwise, and on terms and at prices
then obtainable. The Selling Shareholders and any broker-dealers, agents or
underwriters that participate with the Selling Shareholders in the
distribution of any of the Shares may be deemed to be "underwriters" within
the meaning of the Securities Act, and any commission received by them and
any profit on the resale of the Shares purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act. The Company
and the Selling Shareholders have agreed to certain indemnification
arrangements. See "Plan of Distribution."
The Company will bear the cost of preparing and printing the
Registration Statement, the Prospectus and any Prospectus Supplements and all
filing fees and legal and accounting expenses associated with registration
under federal and state securities laws. The Selling Shareholders will pay
all other expenses related to the distribution of the Shares.
THE SHARES HAVE NOT BEEN REGISTERED FOR SALE UNDER THE SECURITIES LAWS
OF ANY STATE OR JURISDICTION AS OF THE DATE OF THIS PROSPECTUS. BROKERS OR
DEALERS EFFECTING TRANSACTIONS IN THE SHARES SHOULD CONFIRM THE REGISTRATION
OF THE SHARES UNDER THE SECURITIES LAWS OF THE STATES IN WHICH SUCH
TRANSACTIONS OCCUR, OR THE EXISTENCE OF ANY EXEMPTIONS FROM SUCH REGISTRATION.
The Company's Common Stock is listed on the National Market of the
National Association of Securities Dealers, Inc. (the "NASD") and is traded
under the symbol "COMS". On June 20, 1995, the last sales price of the
Company's Common Stock as reported on the NASD Automatic Quotation System was
$66.50.
See "Risk Factors" beginning on page 3 hereof for information that
should be considered by prospective purchasers of the Shares offered hereby.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is June , 1995.
AVAILABLE INFORMATION
3Com Corporation ("3Com" or the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports,
proxy statements, and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information filed by the Company can be inspected and copied at the
Commission's public reference room at 450 Fifth Street, N.W.,
Washington, D.C. 20549, as well as at the Regional Offices of the
Commission located at 500 West Madison Street, Chicago, Illinois 60621
and 75 Park Place, New York, New York 10007. Copies of such material
can be obtained by mail from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, upon
payment of the fees prescribed by the Commission.
The Company has also filed a Registration Statement (together with
all amendments and exhibits thereto, the "Registration Statement") under
the Securities Act of 1933, as amended (the "Securities Act") with the
Commission. This Prospectus does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted
in accordance with the rules and regulations of the Commission. For
further information, reference is made to the Registration Statement,
copies of which may be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, upon payment
of the fees prescribed by the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to the Exchange Act are incorporated herein by reference:
(1) the Company's Current Report on Form 8-K as filed on May 16, 1995,
as amended, regarding the acquisition of Sonix Communications Limited;
(2) the Company's Current Report on Form 8-K filed June 20, 1995
regarding the acquisition of Primary Access Corporation; (3) the
Company's Annual Report on Form 10-K for the year ended May 31, 1995
filed June , 1995; and (4) the description of the Company's Common
Stock contained in the Company's Registration Statement on Form 8-A, as
filed with the Commission on September 28, 1984.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of this offering shall be deemed to be
incorporated by reference herein and to be a part hereof from the date
of filing of such documents. Any statement incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom
this Prospectus is delivered, upon written or oral request, a copy of
any or all of the foregoing documents incorporated by reference in this
Prospectus (other than any exhibits thereto). Requests for such
documents should be directed to 3Com Corporation at 5400 Bayfront Plaza,
Santa Clara, CA 95052-8145, Attn: General Counsel (phone number 408-
764-5000).
THE COMPANY
3Com designs, develops, manufactures, markets and supports a broad
range of ISO 9000-compliant global data networking connectivity
solutions for building/campus backbone, wide-area network ("WAN")
backbone, workgroup, remote office and personal office environments.
3Com offers virtually all the necessary components to build and manage
these networking infrastructures, including routers, hubs, remote access
servers, switches, adapters and network management for Ethernet, Token
Ring, FDDI, ATM and other high-speed data networks. As data networks
have grown in size and importance and have become the primary computing
environment for many organizations, customers are demanding increased
performance, scalability and network access. 3Com's architecture for
scaling performance and extending the reach of customers' data networks
is called High Performance Scalable Networking ("HPSN"). HPSN
encompasses the full breadth of 3Com's products and provides a blueprint
for planning, implementing and managing customers' connectivity systems
requirements. With an emphasis on industry standards, interoperability
and investment protection, 3Com solutions are designed to reduce the
overall cost of network ownership.
3Com's products are marketed worldwide through multiple indirect
channels, such as systems integrators, value-added resellers,
distributors and original equipment manufacturers, as well as directly
to large customers. 3Com maintains sales offices in 22 countries,
service and support centers on three continents and manufacturing and
distribution centers in the U.S. and Europe. 3Com sells its products to
a wide range of customers in a variety of markets, including financial
services, education, government, healthcare, manufacturing and
technology.
3Com was incorporated in California in June 1979. 3Com's
executive offices are located at 5400 Bayfront Plaza, Santa Clara,
California 95052-8145; its telephone number at that address is (408)
764-5000.
RISK FACTORS
In addition to other information contained in this Prospectus or
incorporated by reference, the following factors should be considered
carefully in evaluating the Company and its business before purchasing
the shares of Common Stock offered hereby.
New Products and Technological Change. The market for 3Com's
products is characterized by rapid technological developments, evolving
industry standards, changes in customer requirements, frequent new
product introductions and enhancements and short product life cycles.
3Com's success depends in substantial part upon its ability, on a cost-
effective and timely basis, to continue to enhance its existing products
and to develop and introduce new products that take advantage of
technological advances. An unexpected change in one or more of the
technologies affecting data networking or in market demand for products
based on a particular technology could have a material adverse effect on
3Com's operating results. For instance, a large portion of 3Com's
revenues is comprised of sales of products based on Ethernet technology.
3Com's operating results could be adversely affected if there is an
unexpected change in demand for products based on such technology or if
3Com does not respond timely and effectively to expected changes. 3Com
is engaged in research and development activities in certain emerging
LAN and WAN high-speed technologies, such as 100 Mbps Ethernet, ATM and
ISDN. There can be no assurance that 3Com will be able to timely and
successfully develop new products to address new industry transmission
standards and technological changes or to respond to new product
announcements by others or that such products will achieve market
acceptance.
Competition. 3Com experiences and expects substantial additional
competition from established and emerging computer, communications,
intelligent network wiring and network management companies. The
primary competitors for 3Com's products are Bay Networks, Inc.,
Cabletron Systems, Inc., Cisco Systems, Intel Corporation and Standard
Microsystems Corporation. There can be no assurance that 3Com will be
able to compete successfully in the future with existing competitors or
new competitors. The data networking industry has become increasingly
competitive and 3Com's results may be adversely affected by the actions
of existing or future competitors. Such actions may include the
development or acquisition of new technologies, the introduction of new
products, the assertion by third parties of patent or similar
intellectual property rights, and the reduction of prices by competitors
to gain or retain market share. Industry consolidation or alliances may
also affect the competitive environment. In particular, competitive
pressures from existing or new competitors who offer lower prices or
introduce new products could result in delayed or deferred purchasing
decisions by potential customers and price reductions, both of which
would adversely affect 3Com's sales and operating margins. The industry
in which the Company competes is characterized by declining average
selling prices, which the Company anticipates will continue. This trend
could adversely impact 3Com's sales and operating margins. 3Com
participates in the designing, manufacturing and marketing on-premises
equipment. 3Com's competitors typically compete in one or more segments
of the on-premises sector of the data networking market. These
companies are using their resources and technical expertise to improve
and expand their product lines in an effort to gain market share.
Several are extending their product offerings beyond a single market
segment and pursuing strategies more closely resembling 3Com's global
data networking strategy.
Product Protection and Intellectual Property. 3Com currently
relies upon a combination of patents, copyrights, trademarks and trade
secret laws to establish and protect its proprietary rights in its
products. 3Com maintains as proprietary the software and other portions
of the technology incorporated in its products. 3Com has been issued
and has applied for numerous patents in the United States on various
aspects of its hardware and software products. There can be no
assurance that the steps taken by 3Com to protect its proprietary rights
will be adequate to prevent misappropriation of its technology or that
3Com's competitors will not independently develop technologies that are
substantially equivalent or superior to 3Com's technology. In addition,
the laws of some foreign countries do not protect 3Com's proprietary
rights to the same extent as do the laws of the United States. In
addition, no assurance can be given that any patents currently held or
issued to 3Com in the future will not be challenged, invalidated or
circumvented or that the rights granted thereunder will provide
competitive advantages.
From time to time 3Com receives communications asserting that
3Com's use of trademarks, or that 3Com's products infringe or may
infringe the rights of third parties. There can be no assurance that
any such claims will not result in protracted and costly litigation;
however, based upon general practice in the industry 3Com believes that
such matters can ordinarily be resolved without any material impact on
its results of operations.
Uncertainties Related to the Integration of Recently Acquired
Businesses. The successful integration of companies in the networking
industry may be more difficult to accomplish than in other industries.
3Com has recently consummated the acquisition of Primary Access
Corporation ("Primary Access") and Sonix Communications Limited
("Sonix"). There can be no assurance that 3Com will be successful in
developing products based on Primary Access' or Sonix's technology or
engineering expertise, that 3Com will be successful in integrating its
own distribution channels with those of Primary Access or Sonix, that
3Com will be successful in penetrating Primary Access' or Sonix's
installed customer base, that 3Com will be successful in selling Primary
Access' or Sonix's products to its own customer base, that the combined
companies will retain their key personnel or that 3Com will realize any
of the other anticipated benefits of the acquisitions.
Acquisition Strategy. Acquisitions of complementary businesses
are an active part of 3Com's overall business strategy. In addition to
the Primary Access and Sonix acquisitions, 3Com has recently consummated
acquisitions of several other businesses, including NiceCom, Ltd.,
Synernetics, Inc. and Centrum Communications, Inc. 3Com continually
evaluates potential acquisition and investment opportunities. There can
be no assurance that products, technologies and businesses of acquired
companies will be effectively assimilated into 3Com's business or
product offerings. In addition, 3Com may incur significant expenses to
complete acquisitions and investments and to support the acquired
products, and there can be no assurance that such technologies or
businesses will contribute to 3Com's revenues or earnings to any
material extent. Further, the challenge of managing the integration of
several companies simultaneously is significant, and there can be no
assurance that 3Com will be able to successfully manage such
integration.
Volatility of Stock Price. Based on the trading history of its
stock, 3Com believes factors such as announcements of new products by
3Com or its competitors, sales of stock into the market by existing
holders, quarterly fluctuations in 3Com's financial results and general
conditions in the data networking market have caused and are likely to
continue to cause the market price of the 3Com Common Stock to fluctuate
substantially. In addition, technology company stocks have experienced
extreme price and volume fluctuations that often have been unrelated to
the operating performance of such companies. This market volatility may
adversely affect the market price of 3Com's Common Stock.
Small Backlog and Potential Fluctuations in Quarterly Results.
3Com customers place orders on an as needed basis and 3Com typically
ships products within one to four weeks after receipt of an order.
Accordingly, 3Com does not maintain a substantial backlog, and most of
its revenues in each quarter result from orders booked in that quarter.
3Com establishes its expenditure levels based on its expectations as to
future revenues, and if revenue levels were to be below expectations
this could cause expenses to be disproportionately high. As a result, a
drop in near term demand will significantly affect operating results
which may fluctuate for this reason or as a result of a number of other
factors, including increased competition, variations in the mix of
sales, announcements of new products by 3Com or its competitors and
capital spending patterns of 3Com's customers.
Dependence Upon Suppliers. Some key components of 3Com's products
are currently available only from single sources. The inability of 3Com
to obtain certain components could require 3Com to redesign or delay
shipment of several of its data networking products. 3Com has sought to
establish close relationships with sole-source suppliers and/or to build
up inventory of such components; however, there can be no assurance that
production will not be interrupted due to the unavailability of
components. 3Com believes that its inventory levels of these
components, combined with finished components held by 3Com's suppliers,
are adequate for its presently forecasted needs. Although 3Com has
contractual arrangements with certain of its sole-source suppliers,
there can be no assurance that in the future 3Com's suppliers will be
able to meet the demand for components in a timely and cost-effective
manner. 3Com's operating results and customer relationships could be
adversely affected by either an increase in prices for, or an
interruption or reduction in supply of, any key components.
Certain Charter Provisions. Certain charter provisions and 3Com's
shareholder rights plan could have the effect of delaying, deferring or
preventing a change in control of 3Com. In addition, 3Com's charter
eliminates the personal monetary liability of its directors for breach
of their duty of care, and 3Com has entered into agreements with its
officers and directors indemnifying them against losses they may incur
in legal proceedings resulting from their service to 3Com.
Acts of God. 3Com's corporate headquarters and a large portion of
its research and development activities and other critical business
operations are located near major earthquake faults. Operating results
could be materially adversely affected in the event of a major
earthquake.
Attraction and Retention of Key Employees. Competition for
qualified personnel in the computer and communications industries is
intense. The future success of 3Com will depend in large part on its
ability to attract and retain key employees.
Manufacturing Facilities. 3Com is currently increasing its
manufacturing facility capabilities in two locations. While 3Com has
significant experience in expanding its manufacturing operations, such
expansion may be subject to delay due to labor issues, adverse weather
and construction or other unforeseeable delays, which could adversely
affect 3Com's operating results and customer relationships.
MATERIAL CHANGES
Please note the descriptions of recently acquired businesses set
forth in the Company's Current Report on Form 8-K as filed on May 16,
1995, as amended, regarding the acquisition of Sonix Communications
Limited, the Company's Current Report on Form 8-K as filed on June 20,
1995, regarding the acquisition of Primary Access Corporation, and the
Company's Annual Report on Form 10-K for the fiscal year ended May 31,
1995 as filed on June , 1995.
SELLING SHAREHOLDERS
Schroder International Trust Company Limited, as trustee of
Schroder UK Venture Fund III Trust; Schroder Venture Managers Inc., as
general partner of Schroder UK Venture Fund III LP1; Schroder Venture
Managers Inc., as general partner of Schroder UK Venture Fund III LP2;
and Greylock Limited Partnership acquired their Shares from the Company
in connection with the Company's acquisition of all of the outstanding
stock of Sonix Communications Limited, a company formed and registered
in England ("Sonix"). The acquisition was consummated on May 1, 1995.
Pursuant to the Acquisition and Exchange Agreement dated March 22, 1995
between the Company and all of the shareholders of Sonix, the Selling
Shareholders received the Shares directly from the Company in exchange
for the Sonix Ordinary Shares owned and held by them.
The following table lists the Selling Shareholders, the number of
shares of the Company's Common Stock which each owned or had the right
to acquire as of June 20, 1995, the number of shares of the Company's
Common Stock which may be sold by each, and the number and (if one
percent or more) the percentage of the Company's shares of Common Stock
which each will own or have the right to acquire after the offering
pursuant to this registration statement, assuming the sale of all the
shares which may be sold:
Shares Shares Percentage
Owned Shares Owned Owned
Before To Be After After
Selling Shareholders Sale Sold Sale Sale
- -------------------- ------- ------- ------- ----------
Schroder International 130,663 130,663 -- --
Trust Company Limited,
as trustee of Schroder
UK Venture Fund III Trust
Schroder Venture Manager
Inc., as general partner
of Schroder UK Venture
Fund III LP1 127,692 127,692 -- --
Schroder Venture Manager
Inc., as general partner
of Schroder UK Venture
Fund III LP2 63,851 63,851 -- --
Greylock Limited
Partnership 161,103 161,103 -- --
PLAN OF DISTRIBUTION
The Company has been advised by the Selling Shareholders that they
may sell all or a portion of the Shares from time to time on the Nasdaq
National Market, or otherwise, at prices and on terms prevailing at the
time of sale or at prices related to the then current market price, or
in negotiated transactions. The Shares may be sold by one or more of
the following methods: (a) a block trade in which the broker or dealer
so engaged will attempt to sell the Shares as agent, but may position
and resell a portion of the block as principal to facilitate the
transaction; (b) purchases by a broker or dealer as principal and resale
by such broker or dealer for its own account pursuant to this
Prospectus; (c) an over-the-counter distribution in accordance with the
rules of the Nasdaq National Market; (d) ordinary brokerage transactions
and transactions in which the broker solicits purchasers; and (e) in
privately negotiated transactions. The Selling Shareholders have agreed
to certain restrictions on trading in 3Com Common Stock that prohibit
open market offers or sales (i) beginning fourteen (14) days prior to
the end of each fiscal year or quarter of 3Com and ending the date of
3Com's filing of a periodic report on Form 10-K or 10-Q corresponding to
such fiscal year or quarter, and (ii) during such other time that 3Com,
in its reasonable judgment, determines that there is or may be material
undisclosed information or events with respect to 3Com. There is no
assurance that any of the Selling Shareholders will offer or sell any or
all of the Shares registered hereunder.
In effecting sales, brokers or dealers engaged by the Selling
Shareholders may arrange for other brokers or dealers to participate.
Brokers or dealers will receive commissions or discounts from the
Selling Shareholders in amounts to be negotiated prior to the sale.
Such brokers or dealers and any other participating brokers or dealers
may be deemed to be "underwriters" within the meaning of the Securities
Act of 1933, as amended, in connection with such sales. The Company
will pay all expenses incident to the offering and sale of the Shares to
the public other than any commissions and discounts of underwriters,
dealers or agents and any transfer taxes.
The Company has agreed to indemnify the Selling Shareholders, and
any underwriter and certain control and other persons related to the
foregoing persons against certain liabilities, including liabilities
under the Securities Act. The Selling Shareholders have agreed to
indemnify the Company and certain related persons against certain
liabilities, including liabilities under the Securities Act.
The Company has agreed with the Selling Shareholders to keep the
Registration Statement of which this Prospectus constitutes a part
effective for up to two (2) years following the date of the Acquisition
Agreement. The Company intends to de-register any of the Shares not
sold by the Selling Shareholders at the end of such two (2) year period;
however, at such time, any unsold shares may be freely tradable subject
to compliance with Rule 144 of the Securities Act.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of Common
Stock by the Selling Shareholders.
LEGAL MATTERS
The legality of the Shares is being passed upon by Gray Cary Ware
& Freidenrich, A Professional Corporation, Palo Alto, California.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
3COM CORPORATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS*
* Any financial statements required by Item 11 of Form S-3 will be
provided by amendment.
No dealer, salesman or other 483,309 Shares
person has been authorized to
give any information or to make
any representations other than
those contained or incorporated 3COM CORPORATION
by reference in this Prospectus
in connection with the offering
described herein, and, if given
or made, such information or COMMON STOCK
representation must not be
relied upon as having been
authorized by the Company or ------------
by any Underwriter. This PROSPECTUS
Prospectus does not constitute ------------
an offer to sell, or a
solicitation of an offer to
buy, any securities other than
the registered securities to
which it relates, or an offer
to sell, or a solicitation of
an offer to buy, in any
jurisdiction in which it is
unlawful to make such offer or
solicitation. Neither the
delivery of this Prospectus
nor any sale made hereunder
shall, under any circumstances,
create an implication that there
has been no change in the affairs
of the Company since the date
hereof or that the information
contained herein is correct as
of any time subsequent to the
date hereof.
TABLE OF CONTENTS
Page
Available Information 2
Incorporation of Certain
Documents by Reference 2
The Company 3
Risk Factors 3
Material Changes 5
Selling Shareholders 5
Plan of Distribution 6
Use of Proceeds 7
Legal Matters 7
Experts 7
June , 1995
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the costs and expenses in
connection with the sale and distribution of the securities being
registered, other than underwriting discounts and commissions. All of
the amounts shown are estimates except the Securities and Exchange
Commission registration fees and NASD filing fee.
To Be Paid
By The
Registrant
----------
SEC Registration Fee $11,083
NASD filing fee 17,500
Accounting fees and expenses
Transfer agent and registrar fees and expenses -0-
Blue Sky fees and expenses
(including counsel fees)
Legal fees and expenses 7,000
Miscellaneous expenses 1,000
Total $
The Company intends to pay all expenses of registration, issuance
and distribution, excluding Underwriter's discounts and commissions,
with respect to those shares being sold by the Selling Shareholders.
Item 15. Indemnification of Directors and Officers.
The Company's Bylaws provide that the Company shall indemnify its
directors, officers, employees, and agents to the full extent permitted
by the California Corporation Law, including in circumstances in which
indemnification is otherwise discretionary under such law. In addition,
with the approval of the Board of Directors and the shareholders, the
Company has entered into separate indemnification agreements with its
directors, officers and certain employees which require the Company,
among other things, to indemnify them against certain liabilities which
may arise by reason of their status or service (other than liabilities
arising from willful misconduct of a culpable nature) and to obtain
directors' and officers' insurance, if available on reasonable terms.
Item 16. Exhibits.
The following exhibits are filed with this Registration Statement:
Exhibit
Number Exhibit Title
- ------ -------------
5.1* Opinion and Consent of Gray Cary Ware & Freidenrich, A
Professional Corporation.
23.1* Consent of Deloitte & Touche LLP, independent auditors.
23.2* Consent of KPMG Peat Marwick LLP
23.4* Consent of Gray Cary Ware & Freidenrich, A Professional
Corporation, is included in Exhibit 5.1.
24.1 Power of Attorney is included in the Signature Page contained
in Part II of the Registration Statement.
* To be filed by amendment.
Item 17. Undertakings.
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 (the "Securities Act"); (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)(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, 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.
The undersigned Registrant hereby undertakes that for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or 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.
Insofar as indemnification for liabilities arising under the
Securities Act 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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
The undersigned Registrant hereby undertakes that:
(1) For the purposes of determining any liability under the
Securities Act, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A
and contained in a form of prospectus filed by the Registrant pursuant
to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be
deemed to be part of the registration statement as of the time it was
declared effective.
(2) For the purposes of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus 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.
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-3 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 the day of June, 1995.
3COM CORPORATION
By: /s/ Christopher B. Paisley
Christopher B. Paisley
Vice President, Finance and
Chief Financial Officer
POWER OF ATTORNEY
Each of the officers and directors of 3Com Corporation whose
signature appears below hereby constitutes and appoints Christopher B.
Paisley and Eric A. Benhamou, 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 the Registration Statement on Form S-3 and to
perform any acts necessary in order to file such amendments, and each of
the undersigned does hereby ratify and confirm all that said attorneys
and agents, 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, this
Registration Statement on Form S-3 has been signed below on June ,
1995 by the following persons in the capacities indicated.
Signature Title
/s/ Eric A. Benhamou President, Chief Executive Officer,
Eric A. Benhamou and Director (Principal Executive Officer)
/s/ Christopher B. Paisley Vice President, Finance and
Christopher B. Paisley Chief Financial Officer
(Principal Financial Officer
and Principal Accounting Officer)
/s/ James L. Barksdale Director
James L. Barksdale
/s/ Gordon A. Campbell Director
Gordon A. Campbell
Director
Jean-Louis Gassee
/s/ Stephen C. Johnson Director
Stephen C. Johnson
/s/ Philip C. Kantz Director
Philip C. Kantz
/s/ William F. Zuendt Director
William F. Zuendt
INDEX TO EXHIBITS
Exhibit No. Page No.
- ----------- --------
23.1 Consent of Deloitte & Touche LLP,
independent auditors.*
23.2 Consent of KPMG Peat Marwick LLP*
23.4 Consent of Gray Cary Ware & Freidenrich*
* To be filed by amendment.
