Registration No.____________
UNITED STATES 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 identification no.)
of incorporation or organization)
5400 Bayfront Plaza
Santa Clara, CA 95052-8145
(Address of principal executive offices) (Zip code)
Certain Individual Employee Stock Options
Assumed by 3Com Corporation and
Granted Under the Chipcom Corporation 1983 Stock Option Plan,
1991 Stock Option Plan and 1991 Director Option Plan and
Under the Artel Communications Corporation Stock Option Plan
Assumed by Chipcom Corporation
3Com Corporation Restricted Stock Plan
3Com Corporation First Amended and Restated 1984 Employee Stock Purchase Plan
(Full title of the plan)
Mark D. Michael
Vice President, Secretary and General Counsel
3Com Corporation
5400 Bayfront Plaza
Santa Clara, CA 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
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share price fee
Assumed Individual Chipcom Employee Stock Option Agreements
Common Stock 2,368,971 $22.83 $54,083,607.93 $18,649.65
Par Value $0.001
3Com Corporation Restricted Stock Plan
Common Stock 500,000 $45.00 $22,500,000.00 $7,758.68
3Com Corporation 1984 Employee Stock Purchase Plan
Common Stock 6,000,000 $38.25 $229,500,000.00 $79,138.49
TOTAL 8,868,971 $306,083,607.93 $105,546.82
Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. As to shares subject to outstanding but unexercised
options, the price is computed on the basis of the exercise price. As to
the remaining shares under the Restricted Stock Plan, the price is based
upon the average of the high and low prices of the Common Stock on October
12, 1995, as reported on the National Association of Securities Dealers
Automated Quotations System. The 1984 Employee Stock Purchase Plan
establishes a purchase price equal to 85% of the fair market value of the
Company's Common Stock and, therefore, the price for purchase rights under
this plan is based upon 85% of the average of the high and low prices
of the Common Stock on October 12, 1995, as reported on the National
Association of Securities Dealers Automated Quotations System.
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 prospectus filed pursuant
to Rule 424(b) under the Securities Act of 1933, as amended (the
"Securities Act of 1933") containing audited financial statements for the
Company's latest fiscal year. The prospectus is included in the Company's
Registration Statement on Form S-4 (No. 33-62297, effective September 11,
1995).
(b) All other reports filed pursuant to Section 13(a)
or 15(d) of the Exchange Act of 1934, as amended (the "Exchange Act") since
the end of the fiscal year covered by the registrant 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 under
the Exchange Act on September 28, 1984, 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 S-8, and 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 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 post-effective
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.
SIGNATURE
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-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 October 16, 1995.
3Com Corporation
/s/ Mark D. Michael
By:____________________
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, this
registration statement has been signed by the following persons in the
capacities indicated on October 16, 1995.
Signature Title
/s/ Eric A. Benhamou
__________________________
Eric A. Benhamou President, Chief Executive Officer
and Chairman of the Board (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
__________________________
David W. Dorman Director
__________________________
Jean-Louis Gassee Director
/s/ Stephen C. Johnson
__________________________
Stephen C. Johnson Director
/s/ Philip C. Kantz
__________________________
Philip C. Kantz Director
__________________________
William F. Zuendt Director
EXHIBIT INDEX
4.1 Certificate of Amendment of the Amended and Restated
Articles of Incorporation
4.2 Certificate of Amendment of the Amended and Restated
Articles of Incorporation are incorporated by reference
to Exhibit 3.2 to the Company's Form 10-K filed with the
Securities and Exchange Commission on August 31, 1994
(File No. 0-12867)
4.3 Amended and Restated Articles of Incorporation are
incorporated by reference to Exhibit 19.1 to the
Company's Form 10-Q filed with the Securities and
Exchange Commission on January 1, 1991 (File No. 0-12867)
4.4 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)
4.5 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)
4.6 Agreement and Plan of Merger dated as of July 26,1995 among
3Com Corporation, Chipcom Acquisition Corporation
and Chipcom Corporation is incorporated by reference to
Exhibit 2.1 to the Company's Form S-8 filed with the
Securities and Exchange Commission on August 31, 1995
(File No. 33-62297).
5 Opinion re legality
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of KPMG Peat Marwick LLP
24 Power of Attorney (included in signature pages to
this registration statement)
EXHIBIT 4.1
(A464416
Endorsed Filed
in the office of the Secretary of State
of the State of California
Aug. 4, 1995
Bill Jones, Secretary of State)
CERTIFICATE OF AMENDMENT
OF THE AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF 3COM CORPORATION
The undersigned, Mark D. Michael, hereby certifies that:
1. He is both a duly elected and acting Vice President and the
duly elected and acting Secretary of 3Com Corporation, a California
corporation (the "Corporation").
2. Article III of the Amended and Restated Articles of
Incorporation of the Corporation is hereby amended to read in full as
follows:
"ARTICLE III
STOCK
_____
This corporation is authorized to issue two classes of shares,
designated respectively "Common Stock" and "Preferred Stock". Upon
amendment of this Article to read as herein set forth, the number of shares
of Common Stock which this corporation is authorized to issue is 4,000,000,
the number of shares of Preferred Stock which this corporation is authorized
to issue is 3,000,000, and each share of outstanding Common Stock is
converted into and reconstituted as two (2) shares of Common Stock.
The Preferred Stock may be issued from time to time in one or
more series. The Board of Directors of this corporation is authorized
to determine the designation of any series, to fix the number of shares
of any series, to determine or alter the rights, preferences, privileges
and restrictions granted to or imposed upon any wholly unissued series
of Preferred Stock, and within the limits or restrictions stated in
any resolution or resolutions of the Board of Directors originally
fixing the number of shares constituting any series, to increase
or decrease (but not below the number of shares of any such series then
outstanding) the number of shares of any such series subsequent to the
issue of shares of that series."
3. The foregoing amendment of the Amended and Restated Articles
of Incorporation has been duly approved by the Board of Directors of
the Corporation in accordance with section 902(c) of the California
Corporations Code. The Corporation has only one class of shares
outstanding.
Executed at Santa Clara, California, on the 3rd day of August 1995.
/s/ Mark D. Michael
___________________
Mark D. Michael, Vice President and
Secretary
The undersigned declares under penalty of perjury that the
matters set forth in the foregoing certificate are true and correct of
his own knowledge.
Executed at Santa Clara, California, on the 3rd day of August 1995.
/s/ Mark D. Michael
___________________
Mark D. Michael, Vice President and
Secretary
EXHIBIT 5
October 17, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration Statement on Form S-8 Registering Shares
Issuable Under the 3Com Corporation Restricted Stock Plan,
Under the 3Com Corporation First Amended and Restated 1984
Employee Stock Purchase Plan and Under Certain Individual
Employee Stock Options Assumed by 3Com Corporation and
Granted Under the Chipcom Corporation 1983 Stock Option
Plan, 1991 Stock Option Plan and 1991 Director Option Plan
and Under the Artel Communications Corporation
Stock Option Plan
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 8,868,971 shares of the Common Stock, without par value, of the
Company which may be issued pursuant to the exercise of options and
purchase rights granted under the 3Com Corporation Restricted Stock Plan
and First Amended and Restated 1984 Employee Stock Purchase Plan
(the "Plans") and under certain individual employee stock options assumed
by 3Com Corporation and granted under the Chipcom Corporation 1983 Stock
Option Plan, 1991 Stock Option Plan and 1991 Director Option Plan and
under the Artel Communications Corporation Stock Option Plan
(the "Agreements").
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 8,868,971 shares of Common Stock which may be issued upon
exercise of options, the grant of restricted stock and the exercise
of purchase rights pursuant to the Plans and the Agreements are duly
authorized shares of the Company's Common Stock, and, when issued against
payment of the purchase price therefor or otherwise in accordance with
the provisions of the Plans and the Agreements, will be validly issued,
fully paid and non-assessable.
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 28,
1995 (August 25, 1995 as to the first paragraph of Note 9), appearing
in the Registration Statement No. 33-62297 of 3Com Corporation on Form S-4.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
San Jose, California
October 17, 1995
EXHIBIT 23.3
CONSENT OF KPMG PEAT MARWICK LLP
The Board of Directors
Primary Access Corporation:
We consent to the incorporation by reference of our report
appearing in the Registration Statement No. 33-62297 of 3Com
Corporation on Form S-4 and relating to the balance sheet of
Primary Access Corporation as of October 3, 1993, and the
related statements of operations, stockholders' equity
(deficit), and cash flows for the fifty-three weeks ended
October 3, 1993 and the fifty-two weeks ended September 27,
1992.
/s/ KPMG Peat Marwick LLP
San Diego, California
October 17, 1995
