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): October 13, 1995
3Com Corporation
(Exact name of registrant as specified in its charter)
California 0-12867 94-2605794
(State or other jurisdiction (Commission File (I.R.S. Employer)
of incorporation or Number) (Identification No.)
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
On October 13, 1995, pursuant to an Agreement and Plan of
Merger dated July 26, 1995 (the "Agreement"), among 3Com Corporation,
a California corporation (the "Company"), Chipcom Acquisition Corporation,
a Delaware corporation and wholly-owned subsidiary of the Company ("Sub"),
and Chipcom Corporation, a Delaware corporation ("Chipcom"),
the Company acquired each issued and outstanding share of common stock of
Chipcom through the merger of Sub with and into Chipcom, which became
a wholly-owned subsidiary of the Company. Under the terms of the
Agreement, stockholders of Chipcom transferred all of the outstanding
shares of common stock of Chipcom to the Sub, in exchange for
which they received an aggregate amount of approximately 18.2 million
shares of 3Com common stock. In addition to the purchase price for
outstanding shares of Chipcom's common stock, options to acquire
approximately 2.4 million shares of 3Com common stock were assumed for
all the outstanding options held by the employees and directors of
Chipcom. The exchange ratio for the conversion into the Company's
common stock was 1.06 shares for each outstanding share of Chipcom
common stock and each share of Chipcom common stock subject
to an option. The acquisition was accounted for as a pooling of interests.
The consideration paid by the Company for the Chipcom common
stock was the result of arms-length negotiations between the Company
and Chipcom. Chipcom had revenues of approximately $312 million over
the past twelve months ended July 1, 1995.
Prior to the acquisition, no material relationship existed
between the Company and Chipcom or any of its affiliates, any director
or officer of the Company, or any associate of any such director or officer.
Chipcom is engaged in the business of designing, manufacturing and
distributing computer networking intelligent switching systems,
including hubs, internetworking and network management products.
The Company intends to continue such business.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(a) The financial statements of Chipcom required pursuant to
Rule 3-05 of Regulation S-X were previously reported in the Company's
Registration Statement on Form S-4, as filed with the Securities and
Exchange Commission on August 31, 1995, and pursuant to General
Instruction B.3. of Form 8-K are not additionally reported herein.
(b) The pro forma financial information of Chipcom required pursuant
to Article 11 of Regulation S-X was previously reported in the Company's
Registration Statement on Form S-4, as filed with the Securities and
Exchange Commission on August 31, 1995, and pursuant to General
Instruction B.3. of Form 8-K are not additionally reported herein.
(c) Exhibits
Exhibit No. Description
7.1 Agreement and Plan of Merger dated July 26, 1995
among 3Com Corporation, Chipcom Acquisition
Corporation and Chipcom Corporation.
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
October 27, 1995 By:/s/ Christopher B. Paisley
__________________________
Christopher B. Paisley
Vice President, Finance and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
EXHIBITS
Sequentially
Numbered
Exhibit Document Pages
7.1* Agreement and Plan of Merger dated ____
July 26, 1995 among 3Com Corporation,
Chipcom Acquisition Corporation and
Chipcom Corporation.
* Filed as an exhibit to the Company's Registration Statement on
Form S-4 filed with the Securities and Exchange Commission on
August 31, 1995 and incorporated herein by reference.
