UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 9, 1995
3Com Corporation
(Exact name of registrant as specified in its charter)
California 0-12867 94-2605794
(State or other (Commission File Number) (I.R.S. Employer)
jurisdiction Identification No.)
of incorporation
or organization)
5400 Bayfront Plaza 95052
Santa Clara, California (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including
area code: (408) 764-5000
Item 2. Acquisition or Disposition of Assets
(a) On June 9, 1995, pursuant to an Agreement and Plan of
Reorganization dated March 21, 1995 (the "Agreement") among 3Com
Corporation (the "Company"), Anuinui Acquisition Corporation (the
"Sub"), a wholly-owned subsidiary of the Company, and Primary
Access Corporation ("PAC"), a California corporation, the Company
acquired each issued and outstanding share of common stock and
each issued and outstanding share of preferred stock of PAC
(together, the "PAC Stock") through the merger of Sub with and
into PAC. Under the terms of the Agreement, the shareholders of
PAC transferred all of the outstanding stock of PAC to the Sub, in
exchange for which they received an aggregate of approximately 2.3
million shares of 3Com common stock and options and warrants to
acquire approximately 500,000 shares of 3Com common stock with an
aggregate market value of approximately $173 million on the
closing date. The exchange ratio for the conversion into the
Company's common stock was .2302 of a share for each share of PAC
Stock. The acquisition was accounted for as a pooling of
interests.
The consideration paid by the Company for the PAC Stock was
the result of arms-length negotiations between the Company and
PAC. PAC had revenues of approximately $30 million over the past
twelve months ended May 31, 1995. PAC survives the merger as a
wholly-owned subsidiary of the Company.
Under the terms of the Agreement, 10% of the shares of 3Com
common stock to be issued to the PAC shareholders was deposited
into an escrow account (the "Escrow Account"), on a pro rata
basis, as security for the indemnification of the Company by PAC
for breaches of the representations, warranties and covenants of
PAC set forth in the Agreement. Except with respect to breaches
of certain representations and warranties, the Escrow Account is
the sole and exclusive source of any claim or remedy by the
Company against PAC or its shareholders in connection with the
acquisition. Subject to reduction based on outstanding or
resolved claims, the shares of 3Com common stock held in the
Escrow Account will be distributed to the PAC shareholders upon
termination of the escrow period on March 21, 1996.
Prior to the acquisition, no material relationship existed
between the Company and PAC or any of its affiliates, any director
or officer of the Company, or any associate of any such director
or officer.
PAC is engaged in the business of developing, manufacturing
and marketing remote access internetworking systems. The Company
intends to continue such business.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
(a) The financial statements of PAC required
pursuant to Rule 3-05 of Regulation S-X are
incorporated herein by reference to the Company's
Registration Statement on Form S-4 as filed on March
23, 1995, and as amended.
(b) The pro forma financial information of PAC
required pursuant to Article 11 of Regulation S-X is
incorporated herein by reference to the Company's
Registration Statement on Form S-4 as filed on March
23, 1995, and as amended.
(c) The following exhibits are incorporated herein
by reference to the Company's Registration Statement
on Form S-4 as filed on March 23, 1995, and as
amended:
7.1 Agreement and Plan of Reorganization dated
March 21, 1995 among 3Com Corporation, Anuinui
Acquisition Corporation and Primary Access
Corporation.
7.2 Amendment to Agreement and Plan of
Reorganization dated May 30, 1995 among 3Com
Corporation, Anuinui Acquisition Corporation and
Primary Access Corporation.
7.3 Escrow Agreement dated June 9, 1995 among
3Com Corporation, the First National Bank of
Boston and Tench Coxe, Kathryn C. Gould and
William R. Stensrud as Agents of PAC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
3COM CORPORATION
June 20, 1995 By: /s/ Christopher B. Paisley
__________________________
Christopher B. Paisley
Chief Financial Officer
