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Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
3COM CORPORATION
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(Exact name of registrant as specified in its charter)
California 94-2605794
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(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
5400 Bayfront Plaza
Santa Clara, California 95052-8145
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(Address of principal executive offices) (Zip code)
CERTAIN INDIVIDUAL EMPLOYEE STOCK OPTIONS
GRANTED UNDER THE PRIMARY ACCESS CORPORATION RESTATED
1989 STOCK OPTION PLAN AND ASSUMED BY 3COM CORPORATION
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(Full title of the plan)
Mark D. Michael
Vice President, Secretary and General Counsel
3Com Corporation
5400 Bayfront Plaza
Santa Clara, California 95052-8145
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(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.
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
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Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price per aggregate offering registration
to be registered registered share (1) price (1) fee (1)
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<S> <C> <C> <C> <C>
Common Stock 7,033 $49.74 $349,821.42
(without par 1,036 26.06 26,998.16
value) 38,858 16.29 632,998.82
66,275 10.86 719,746.50
18,026 8.69 156,645.94
8,858 1.74 15,404.22
3,044 1.00 3,044.00
305,190 0.48 146,491.20
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448,315 2,051,148.26 $707.29
<FN>
(1) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. The price is based upon the exercise price of the
outstanding but unexercised options.
</TABLE>
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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 15(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.
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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, as amended (the
"Securities Act"). 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:
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(i) To include any prospectus required by Section
10(a)(3) of 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)(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, 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, 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 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
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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.
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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 May 31, 1995.
3COM CORPORATION
By: /s/ Mark D. Michael
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Mark D. Michael, Vice President,
Secretary and General Counsel
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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 May 31, 1995.
Signature Title
/s/ Eric A. Benhamou
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Eric A. Benhamou Chairman of the Board, President, and
Chief Executive Officer (Principal
Executive Officer)
/s/ Christopher B. Paisley
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Christopher B. Paisley Vice President, Finance and Chief
Financial Officer (Principal
Financial and Accounting Officer)
/s/ James L. Barksdale
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James L. Barksdale Director
/s/ Gordon A. Campbell
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Gordon A. Campbell Director
/s/ Jean-Louis Gassee
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Jean-Louis Gassee Director
/s/ Stephen C. Johnson
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Stephen C. Johnson Director
/s/ Philip C. Kantz
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Philip C. Kantz Director
/s/ William F. Zuendt
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William F. Zuendt Director
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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 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.
23.1 Consent of Counsel (included in Exhibit 5).
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Levine, Zeidman & Daitch, P.C.
24 Power of Attorney (included in signature pages to this
registration statement).
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EXHIBIT 5
June 19, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: 3COM CORPORATION
REGISTRATION STATEMENT ON FORM S-8 REGISTERING 448,315 SHARES
UNDER CERTAIN INDIVIDUAL EMPLOYEE STOCK OPTIONS GRANTED UNDER THE
PRIMARY ACCESS CORPORATION RESTATED 1989 STOCK OPTION PLAN AND
ASSUMED BY 3COM CORPORATION
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 448,315 shares of the
Common Stock of the Company which may be issued pursuant to the exercise of
certain individual stock options granted under the Primary Access Corporation
Restated 1989 Stock Option Plan (the "Plan") and assumed by the Company. 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 448,315 shares of Common Stock which
may be issued pursuant to the exercise of options granted under 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 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
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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
June 14, 1995
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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 Star-Tek, Inc. for the year ended December 31, 1991
appearing in the Annual Report on Form 10-K of 3Com Corporation for the year
ended May 31, 1994.
/s/ Levine, Zeidman & Daitch, P.C.
LEVINE, ZEIDMAN & DAITCH, P.C.
Wellesley Hills, Massachusetts
June 14, 1995
