_____________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
X Quarterly report pursuant to section 13 or 15(d) of
the securities exchange act of 1934
For the Quarterly Period Ended Commission File No. 0-12867
August 31, 1995
or
Transition report pursuant to section 13 or 15(d) of
the securities exchange act of 1934
For the transition period from to
____________
3Com Corporation
(Exact name of registrant as specified in its charter)
California 94-2605794
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5400 Bayfront Plaza 95052
Santa Clara, California (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code (408) 764-5000
Former name, former address and former fiscal year, if changed since last
report: N/A
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes ....XX.... No ................
As of August 31, 1995, 143,992,931 shares of the Registrant's Common Stock
were outstanding.
_____________________________________________________________________
3Com Corporation
Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets
August 31, 1995 and May 31, 1995
Consolidated Income Statements
Quarters Ended August 31, 1995 and 1994
Consolidated Statements of Cash Flows
Quarters Ended August 31, 1995 and 1994
Notes to Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signatures
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
3Com Corporation
Consolidated Balance Sheets
(dollars in thousands)
August 31, May 31,
1995 1995
---------- ----------
(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents $186,428 $149,210
Temporary cash investments 151,385 184,338
Trade receivables 237,401 199,939
Inventories 141,843 124,058
Deferred income taxes 45,608 43,922
Other 18,522 21,868
------- -------
Total current assets 781,187 723,335
Property and equipment-net 131,989 110,449
Other assets 15,288 24,022
------- -------
Total $928,464 $857,806
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 90,651 $ 92,750
Accrued and other liabilities 118,685 126,124
Income taxes payable 61,961 52,853
Current portion of long-term obligations 404 197
------- -------
Total current liabilities 271,701 271,924
Long-term debt 110,000 110,000
Other long-term obligations 280 1,094
Shareholders' Equity:
Preferred stock, no par value, 3,000,000
shares authorized; none outstanding - -
Common stock, no par value, 400,000,000
shares authorized; shares outstanding:
August 31, 1995: 143,992,931;
May 31, 1995: 143,064,572 324,237 311,075
Unamortized restricted stock grants (2,647) (2,037)
Retained earnings 225,156 165,735
Unrealized gain on available-for-sale securities 270 184
Accumulated translation adjustments (533) (169)
------- -------
Total shareholders' equity 546,483 474,788
------- -------
Total $928,464 $857,806
======= =======
See notes to consolidated financial statements.
3Com Corporation
Consolidated Income Statements
(in thousands except per share data)
(unaudited)
Quarters Ended
August 31,
----------------
1995 1994
---- ----
Sales $430,354 $262,801
Costs and expenses:
Cost of sales 199,874 123,892
Sales and marketing 82,113 53,104
Research and development 41,139 27,923
General and administrative 16,813 11,050
------- -------
Total 339,939 215,969
------- -------
Operating income 90,415 46,832
Other income-net 1,002 851
------- -------
Income before income taxes 91,417 47,683
Income tax provision 31,996 16,911
------- -------
Net income $ 59,421 $ 30,772
======= =======
Net income per common and
equivalent share:
Primary $ .38 $ .21
Fully diluted $ .38 $ .21
Common and equivalent shares used
in computing per share amounts:
Primary 155,326 146,861
Fully diluted 155,773 148,276
See notes to consolidated financial statements.
3Com Corporation
Consolidated Statements of Cash Flows
(dollars in thousands)
(unaudited)
Quarters Ended
August 31,
----------------
1995 1994
---- ----
Cash flows from operating activities:
Net income $ 59,421 $30,772
Adjustments to reconcile net income to
cash provided by operating activities:
Depreciation and amortization 15,717 10,423
Deferred income taxes 4,579 (2,931)
Adjustment to conform fiscal year of
pooled entity - Primary Access - 3,013
Changes in assets and liabilities, net
of effects of acquisitions:
Trade receivables (37,462) (5,245)
Inventories (18,263) 12,529
Other current assets 3,346 (69)
Accounts payable (2,099) (9,782)
Accrued and other liabilities (7,450) (14,992)
Income taxes payable 17,749 16,478
Restructuring liabilities - (752)
------- -------
Net cash provided by operating activities 35,538 39,444
------- -------
Cash flows from investing activities:
Purchase of property and equipment (33,550) (13,907)
Purchase of temporary cash investments (35,073) (5,092)
Proceeds from temporary cash investments 67,945 4,767
Other-net (293) 2,222
------- -------
Net cash used for investing activities (971) (12,010)
------- -------
Cash flows from financing activities:
Sale of stock 3,601 2,106
Repurchases of common stock - (16,893)
Repayments of notes payable and capital
lease obligations (586) (933)
Other-net (364) 26
------- -------
Net cash provided by (used for) financing
activities 2,651 (15,694)
------- -------
Increase in cash and cash equivalents 37,218 11,740
Cash and cash equivalents at beginning
of period 149,210 69,768
------- -------
Cash and cash equivalents at end of
period $186,428 $ 81,508
======= =======
Non-cash financing and investing activities:
Tax benefit on stock option
transactions $ 8,698 $ 2,497
See notes to consolidated financial statements.
3Com Corporation
Notes to Consolidated Financial Statements
1. The consolidated financial statements include the accounts of 3Com
Corporation (the "Company") and its wholly-owned subsidiaries. All
significant intercompany balances and transactions have been eliminated.
In the opinion of management, these unaudited consolidated financial
statements include all adjustments necessary for a fair presentation of the
Company's financial position as of August 31, 1995, and the results of
operations and cash flows for the quarters ended August 31, 1995 and 1994.
The results of operations for the quarter ended August 31, 1995
may not necessarily be indicative of the results for the fiscal year
ending May 31, 1996.
These financial statements should be read in conjunction with the
consolidated financial statements and related notes thereto included in the
Company's Annual Report to Shareholders for the fiscal year ended May 31,
1995.
2. Inventories consisted of (in thousands):
August 31, May 31,
1995 1995
---- ----
Finished goods $ 84,695 $ 73,061
Work-in-process 11,946 14,035
Raw materials 45,202 36,962
------- -------
Total $141,843 $124,058
======= =======
3. Net Income Per Share
Net income per common and equivalent share is computed based on the
weighted average number of common shares and the dilutive effects of stock
options outstanding during the period using the treasury stock method.
The effect of the assumed conversion of the 10.25% convertible subordinated
notes was antidilutive for the periods presented. Weighted average shares
outstanding and per share amounts have been restated to reflect the two-for-
one stock split on August 25, 1995 for shareholders of record on August 4,
1995.
4. Business Combinations
On June 9, 1995, the Company acquired Primary Access Corporation
(Primary Access) by issuing approximately 4.6 million shares of its common
stock for all of the outstanding stock of Primary Access. The Company also
assumed and exchanged all options and warrants to purchase Primary Access
stock for options and warrants to purchase approximately 1.0 million shares
of the Company's common stock. Primary Access develops, manufactures and
markets network access systems. The acquisition was accounted for as a
pooling-of-interests. All financial data of the Company has been restated
to include the operating results of Primary Access. No significant
adjustments were required to conform the accounting policies of the Company
and Primary Access.
On July 26, 1995, the Company announced a definitive agreement to
acquire Chipcom Corporation (Chipcom), headquartered in Southborough,
Massachusetts. Chipcom designs, manufactures and distributes computer
networking intelligent switching systems, including hubs, internetworking
and network management products. The transaction will be accounted for as
a pooling-of-interests. Chipcom's revenue and net income for the quarter
ended July 1, 1995 were $71.5 million and $1.2 million, respectively.
As of July 1, 1995, Chipcom's assets totaled $236.1 million and stockholder's
equity was $172.7 million. Under the terms of the agreement, each
outstanding share of common stock of Chipcom will be converted into the
right to receive 1.06 shares of common stock of the Company. The Company
expects to issue approximately 18.1 million shares of its common stock
and options to purchase 1.4 million shares of the Company's common stock
in exchange for all outstanding common stock and options of Chipcom. The
merger is subject to approval by the stockholders of Chipcom and is expected
to be completed in October 1995. It is expected that as a result of the
merger, the combined company will incur approximately $60 to $70 million
of direct transaction costs and restructuring expenses relating to the
business combination, including writedown of certain assets, elimination of
duplicate management information systems and facilities, and severance and
outplacement costs. These nonrecurring costs will be charged to operations
in the fiscal quarter in which the merger is consummated.
3Com Corporation
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Acquisitions
During the quarter ended August 31, 1995, 3Com extended its High
Performance Scalable Networking (HPSN) solutions to network service providers
and carriers with the acquisition of Primary Access Corporation (Primary
Access), a provider of integrated network access systems, on June 9, 1995.
The Company issued approximately 4.6 million shares of its common stock in
exchange for all the outstanding stock of Primary Access. The Company also
assumed and exchanged all options and warrants to purchase Primary Access
stock for options and warrants to purchase approximately 1.0 million shares
of the Company's common stock. The acquisition was accounted for as a
pooling-of-interests and all financial data of the Company prior to the
acquisition has been restated to include the historical financial data of
Primary Access.
On July 26, 1995, the Company announced a definitive agreement to
acquire Chipcom Corporation (Chipcom). The merger is expected to be
consummated in October 1995. See Note 4 of Notes to Consolidated Financial
Statements for additional information on the above business combinations.
Results of Operations
The Company achieved record sales in the first quarter of fiscal
1996 totaling $430.4 million, an increase of $167.6 million or 64 percent
from the corresponding quarter a year ago. Compared with the fourth quarter
of fiscal 1995, sales for the first quarter of fiscal 1996 increased $37.0
million or nine percent.
The Company believes that the year-over-year increase in first
quarter sales is due to several factors, including strong market acceptance
of the Company's new products, continued strength in the data networking
market as customers embrace new technologies such as switching, increases
in personal computer sales, the breadth of 3Com's product offerings and its
ability to deliver complete data networking solutions for different
connectivity environments. Sales from products introduced in the last 12
months represented 60 percent of total sales in the first quarter of fiscal
1996, an increase from 24 percent of total sales in the first quarter of
fiscal 1995.
Sales of network systems products (i.e., internetworking platforms,
remote access servers, hubs and switching products) in the first quarter of
fiscal 1996 represented 52 percent of total sales and increased 99 percent
from the same quarter one year ago. In the first quarter of fiscal 1995,
sales of network systems products represented 43 percent of total sales. The
increase was led primarily by the LinkBuilder(R) FMS(TM) II stackable hub, a
component of 3Com's SuperStack(TM) family of network systems products, the
LANplex(R) family of switching products and the NETBuilder(R) Remote Office
internetworking system. Also contributing to the sales increase was the
introduction of the LinkSwitch(TM) 1000 stackable switch during the quarter.
The Company believes there is an increasing demand for fully functional,
fault-tolerant, lower-priced network systems in a stackable format. 3Com is
currently delivering hubs, remote office routers, LAN switching products and
a redundant power system in a stackable format, which can be used in various
combinations within the Company's SuperStack network system.
Sales of network adapters in the first quarter of fiscal 1996
represented 44 percent of total sales and increased 36 percent from the
year-ago period. In the first quarter of fiscal 1995, sales of network
adapters represented 52 percent of total sales. The increase in network
adapter sales represented an increase in unit volume partially offset by
continuation of the industry-wide trend toward decreasing average selling
prices, particularly in the Token Ring market. The increase in unit
volume primarily resulted from sales of the EtherLink(R) III network adapters,
but was also favorably impacted by sales of the PC Card adapter and the Fast
EtherLink PCI adapter.
Sales of other products (i.e., terminal servers, customer service,
protocols and other products) represented four percent of total sales in the
first quarter of fiscal 1996. Sales of other products increased 47 percent
from the year-ago period, although they continued to represent a decreasing
percentage of the Company's total sales, as expected.
Sales outside of the United States comprised 52 percent of total
sales in the first quarter of fiscal 1996, compared to 48 percent for
the same period last year. International sales increased in all
geographic regions, especially in the Asia Pacific and Latin American
regions. The Company believes that this increase reflected its continued
global expansion through the opening of new sales offices in Latin America
and Asia and the expansion of its worldwide service and support programs.
The Company's operations were not significantly impacted by fluctuations in
foreign currency exchange rates in the first quarters of fiscal
1996 and 1995.
Cost of sales as a percentage of sales was 46.4 percent in
the first quarter of fiscal 1996, compared to 47.1 percent for
the first quarter of fiscal 1995. The resulting improvement in
gross margin in the first quarter of fiscal 1996 primarily
reflected a favorable shipment mix to the Company's switching
products and reductions in adapter product material costs
improving gross margin by 1.2 percentage points. However, higher
freight and duties partially offset this improvement by 0.7
percentage points.
Total operating expenses in the first quarter of fiscal 1996
were $140.1 million, or 32.5 percent of sales, compared to $92.1
million, or 35.0 percent of sales, in the first quarter of fiscal
1995.
Sales and marketing expenses in the first quarter of fiscal
1996 increased $29.0 million or 55 percent from fiscal 1995. The
increase in such expenses reflected increased selling costs
related to the 64 percent increase in sales volume, the cost of
promoting the Company's new and existing products, and a 38
percent year-over-year increase in sales and marketing personnel.
However, as a percentage of sales, sales and marketing expenses
decreased to 19.1 percent in the first quarter of fiscal 1996,
from 20.2 percent in the corresponding fiscal 1995 period.
Research and development expenses in the first quarter of
fiscal 1996 increased $13.2 million or 47 percent from the year-
ago period. As a percentage of sales, such expenses decreased to
9.6 percent in fiscal 1996, compared to 10.6 percent in the first
quarter of fiscal 1995. The increase in research and development
expenses was primarily attributable to the cost of developing
3Com's new products including the Company's expansion into new
technologies and markets. The Company believes the timely
introduction of new technologies and products is crucial to its
success, and will continue to make strategic acquisitions to
accelerate time to market where appropriate. Most of the research and
development projects acquired in connection with the Company's
business acquisitions since December 1993 have been completed.
The projects that are still in process primarily include the
development of ATM-based products for the enterprise market and
products based on ISDN technology for the small office/home
office environments. The nature of costs for such development
activities is primarily labor costs for design,
prototype development and testing. The Company estimates that an
aggregate of approximately $10 to $15 million will be expensed
over the next four to twelve months in connection with completion
of all acquired research and development projects. The Company
anticipates total future research and development spending as a
percent of sales will not significantly differ from its
historical trend.
General and administrative expenses in the first quarter of
fiscal 1996 increased $5.8 million or 52 percent from the same
period a year-ago. The increase in general and administrative
expenses reflected expansion of the Company's infrastructure
through internal growth and acquisitions. General and
administrative personnel increased 32 percent from the prior
year. However, as a percentage of sales, such expenses decreased
to 3.9 percent in the first quarter of fiscal 1996, from 4.2
percent in the corresponding fiscal 1995 period.
Other income (net) was $1.0 million in the first quarter of
fiscal 1996, compared to $0.9 million in the first quarter of
fiscal 1995. These amounts consisted primarily of interest
income, which increased $3.2 million in the first quarter of fiscal 1996
due to larger cash and investment balances, partially offset by the increase
in interest expense associated with the $110.0 million of
convertible subordinated notes issued in the second quarter of
fiscal 1995.
The Company's effective income tax rate was approximately 35
percent in the first quarter of fiscal 1996 and 1995.
Net income for the first quarter of fiscal 1996 was $59.4
million, or $0.38 per share, compared to net income of $30.8
million, or $0.21 per share, for the first quarter of fiscal
1995. Net income per share for fiscal 1995 has been restated to
reflect the two-for-one stock split on August 25, 1995.
Business Environment and Risk Factors
The Company's future operating results may be affected by
various trends and factors which the Company must successfully
manage in order to achieve favorable operating results. In
addition, there are trends and factors beyond the Company's
control which affect its operations. Such trends and factors
include adverse changes in general economic conditions or
conditions in the specific markets for the Company's products,
governmental regulation or intervention affecting communications
or data networking, fluctuations in foreign exchange rates, and
other factors, including those listed below. The data networking
industry has become increasingly competitive, and the Company'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.
The market for the Company's products is characterized by
rapidly changing technology. The Company's success depends in
substantial part on the timely and successful introduction of new
products. 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 the Company's operating results if the Company
does not respond timely and effectively to such changes. The
Company is engaged in research and development activities in
certain emerging LAN and WAN high-speed technologies, such as
ATM, ISDN and Fast Ethernet. As the industry standardizes on
high-speed technologies, there can be no assurance that the
Company will be able to respond timely to compete in the
marketplace.
Some key components of the Company's products are currently
available only from single sources. There can be no assurance
that in the future the Company's suppliers will be able to meet
the Company's demand for components in a timely and cost
effective manner. The Company'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.
The Company is currently increasing its manufacturing
facility capabilities in the United States and Ireland and has
begun investigating the creation of a manufacturing operation in
Asia. While the Company has significant experience in expanding
its manufacturing operations, such expansion may be subject to
delay and unexpected costs due to labor issues, adverse weather
and construction or other unforeseeable factors.
Acquisitions of complementary businesses and technologies,
including technologies and products under development, are an
active part of the Company's overall business strategy. The
Company has recently consummated acquisitions of several
companies, including Sonix Communications, Ltd. and Primary
Access, and announced the acquisition of Chipcom. There can be
no assurance that products, technologies and businesses of
acquired companies will be effectively assimilated into the
Company's business or product offerings, or that the effects of
such integration will not adversely affect the Company's
business, financial condition or results of operations. The
difficulties of such integration may be increased by the
necessity of coordinating geographically separated organizations.
There can be no assurance that any acquired products,
technologies or businesses will contribute to the Company's
revenues or earnings. The pending acquisition of Chipcom
represents the largest acquisition the Company has engaged in to
date. The complexity, and thus risk, of this transaction may
well be more significant than any of the Company's past
acquisitions.
The market price of the Company's common stock has been, and
may continue to be, extremely volatile. Factors such as new
product announcements by the Company or its competitors,
quarterly fluctuations in the Company's operating results,
challenges associated with integration of acquired businesses and
general conditions in the data networking market may have a
significant impact on the market price of the Company's common
stock. These conditions, as well as factors which generally
affect the market for stocks of high technology companies, could
cause the price of the Company's stock to fluctuate substantially
over short periods.
The Company's corporate headquarters and a large portion of
its research and development activities and other critical
business operations are located near major earthquake faults.
The Company's business, financial condition and operating results
could be materially adversely affected in the event of a major
earthquake. Because of the foregoing factors, as well as other
factors affecting the Company's operating results, past trends
and performance should not be presumed by investors to be an
accurate indicator of future results or trends.
Liquidity and Capital Resources
Cash, cash equivalents and temporary cash investments at
August 31, 1995 were $337.8 million, increasing $4.3 million from
May 31, 1995.
For the three months ended August 31, 1995, net cash
generated from operating activities was $35.5 million. Trade
receivables at August 31, 1995 increased $37.5 million from May
31, 1995 due primarily to an increase in sales. Days sales
outstanding in receivables was 50 days at August 31, 1995,
compared to 46 days at May 31, 1995. Inventory levels at August
31, 1995 increased $17.8 million from the prior fiscal year-end,
with inventory turnover at 6.0 turns at August 31, 1995, compared
to 6.6 turns at May 31, 1995.
During the three months ended August 31, 1995, the Company
made $33.6 million in capital expenditures. Major capital
expenditures included upgrades and additions to product
manufacturing lines and facilities in Santa Clara and Ireland,
furnishings and improvements to new facilities in Santa Clara and
the Boston area, and upgrades of desktop systems.
During the first quarter of fiscal 1996, the Company
received cash of $3.6 million from the sale of its common stock
to employees through its employee stock purchase and option
plans.
During the first quarter of fiscal 1995, the Company signed
a five-year lease for 225,000 square feet of office and
manufacturing space to be built on land adjacent to its existing
headquarters in Santa Clara. This arrangement provides the
Company with an option to purchase the related property during
the lease term, and at the end of the lease term the Company is
obligated to either purchase the property or arrange for the sale
of the property to a third party with a guaranteed residual value
of up to $33.5 million to the seller of the property. The
Company commenced occupancy of the facility in the first quarter
of fiscal 1996, with payments on the lease starting in September
1995.
The Company has a $40 million revolving bank credit
agreement which expires December 31, 1996. No amount is
outstanding under the credit agreement and the Company is in
compliance with all financial ratio and minimum net worth
requirements.
Based on current plans and business conditions, the Company
believes that its existing cash and equivalents, temporary cash
investments, cash generated from operations and the available
revolving credit agreement will be sufficient to satisfy
anticipated operating cash requirements for at least the next
twelve months.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit
Number Description
------ -----------
3.1 Amended and Restated Articles of
Incorporation (Exhibit 19.1 to Form 10-Q) (6)
3.2 Certificate of Amendment of the Amended and
Restated Articles of Incorporation (Exhibit 3.2 to Form 10-K) (14)
3.3 Bylaws, as amended and restated (Exhibit 3.2
to Form 10-K) (7)
4.1 Reference is made to Exhibit 3.1 (Exhibit 4.1
to Form 10-K) (14)
4.2 Indenture Agreement between 3Com Corporation
and The First National Bank of Boston for the private placement of
convertible subordinated notes dated as of November 1, 1994 (Exhibit
5.2 to Form 8-K) (17)
4.3 Placement Agreement for the private placement
of convertible subordinated notes dated November 8, 1994
(Exhibit 5.1 to Form 8-K) (17)
4.4 Amended and Restated Rights Agreement dated
December 31, 1994 (Exhibit 10.27 to Form 10-Q) (18)
10.1 1983 Stock Option Plan, as amended (Exhibit
10.1 to Form 10-K) (7)*
10.2 Amended and Restated Incentive Stock Option
Plan (4)*
10.3 License Agreement dated March 19, 1981 (1)
10.4 First Amended and Restated 1984 Employee
Stock Purchase Plan, as amended (Exhibit 19.1 to Form 10-Q) (8)*
10.5 License Agreement dated as of June 1, 1986
(Exhibit 10.16 to Form 10-K) (3)
10.6 3Com Corporation Director Stock Option Plan,
as amended (Exhibit 19.3 to Form 10-Q) (8)*
10.7 Bridge Communications, Inc. 1983 Stock Option
Plan, as amended (Exhibit 4.7 to Form S-8) (2)*
10.8 3Com Headquarters Lease dated December 1,
1988, as amended (Exhibit 10.14 to Form 10-K) (7)
10.9 Ground Lease dated July 5, 1989 (Exhibit
10.19 to Form 10-K) (5)
10.10 Sublease Agreement dated February 9,
1989 (Exhibit 10.20 to Form 10-K) (5)
10.11 Credit Agreement dated April 21, 1993
(Exhibit 10.11 to Form 10-K) (11)
10.12 Amendment to Credit Agreement (Exhibit
10.20 to Form 10-Q) (12)
10.13 Second Amendment to Credit Agreement
(Exhibit 10.21 to Form 10-Q) (12)
10.14 3Com Corporation Restricted Stock Plan
dated July 9, 1991 (Exhibit 19.2 to Form 10-Q) (8)*
10.15 Form of Escrow and Indemnification
Agreement for Directors and Officers (Exhibit 10.15 to Form 10-Q)
(13)
10.16 Agreement and Plan of Reorganization
dated December 16, 1993 among 3Com Corporation, 3Sub Corporation and
Synernetics, Inc. (Exhibit 7.1 to Form 8-K) (9)
10.17 Side Agreement Regarding Agreement and
Plan of Reorganization dated January 14, 1993 among 3Com Corporation,
3Sub Corporation and Synernetics, Inc. (Exhibit 7.2 to Form 8-K) (9)
10.18 Agreement and Plan of Reorganization
dated January 18, 1994 (Exhibit 7.2 to Form 8-K) (10)
10.19 Indemnification and Escrow Agreement
dated February 2, 1994 (Exhibit 7.3 to Form 8-K) (10)
10.20 1994 Stock Option Plan (Exhibit 10.22 to
Form 10-K) (14)*
10.21 Lease Agreement between BNP Leasing
Corporation, as Landlord, and 3Com Corporation, as Tenant,
effective as of July 14, 1994 (Exhibit 10.23 to Form 10-Q) (15)
10.22 Purchase Agreement between BNP Leasing
Corporation and 3Com Corporation, dated July 14, 1994 (Exhibit
10.24 to Form 10-Q) (15)
10.23 Asset Purchase Agreement dated September
18, 1994 among 3Com Corporation, NiceCom, Ltd., and Nice Systems,
Ltd. (Exhibit 7.1 to Form 8-K) (16)
10.24 First Amendment to Asset Purchase
Agreement dated October 17, 1994 among 3Com Corporation, NiceCom,
Ltd., and Nice Systems, Ltd. (Exhibit 7.2 to Form 8-K) (16)
10.25 Acquisition and Exchange Agreement dated
March 22, 1995 among 3Com Corporation and Shareholders of Sonix
Communications Limited (Exhibit 7.1 to Form 8-K) (19)
10.26 Agreement and Plan of Reorganization,
dated March 21, 1995, by and among 3Com Corporation, Anuinui
Acquisition Corporation and Primary Access Corporation (Appendix
A to prospectus included in Form S-4) (20)
10.27 Amendment to Agreement and Plan of
Reorganization, dated May 30, 1995 by and among 3Com Corporation,
Anuinui Acquisition Corporation and Primary Access Corporation
(Appendix A-1 to prospectus included in Form S-4) (20)
10.28 Escrow Agreement, dated June 9, 1995 by
and among 3Com Corporation, The First National Bank of Boston and
Tench Coxe, Kathryn C. Gould and William R. Stensrud as Shareholders'
Agents (Exhibit 10.27 to Form S-4) (20)
10.29 Agreement and Plan of Merger dated as of July 26, 1995 among 3Com
Corporation, Chipcom Acquisition Corporation and Chipcom
Corporation (Exhibit 2.1 to Form S-4) (21)
- -----------------------------------------------------------------------------
*Indicated a management contract or compensatory plan.
(1) Incorporated by reference to the corresponding
Exhibit previously filed as an Exhibit to Registrant's Registration
Statement on Form S-1 filed January 25, 1984 (File No. 2-89045)
(2) Incorporated by reference to the Exhibit
identified in parentheses previously filed as an Exhibit to
Registrant's Registration Statement on Form S-8 filed October 13,
1987 (File No. 33-17848)
(3) Incorporated by reference to the corresponding Exhibit or the
Exhibit identified in parentheses previously filed as an Exhibit
to Registrant's Form 10-K filed August 29, 1987 (File No. 0-12867)
(4) Incorporated by reference to Exhibit 10.2 to Registrant's
Registration Statement on Form S-4 filed on August 31, 1987
(File No. 33-16850)
(5) Incorporated by reference to the corresponding Exhibit or the
Exhibit identified in parentheses previously filed as an Exhibit
to Registrant's Form 10-K filed on August 28, 1989 (File No.
0-12867)
(6) Incorporated by reference to the Exhibit identified in parentheses
previously filed as an Exhibit to Registrant's Form
10-Q filed on January 2, 1991 (File No. 0-12867)
(7) Incorporated by reference to the Exhibit identified in parentheses
previously filed as an Exhibit to Registrant's Form 10-K filed
on August 27, 1991 (File No. 0-12867)
(8) Incorporated by reference to the Exhibit identified in parentheses
previously filed as an Exhibit to Registrant's Form 10-Q filed
January 10, 1992 (File No. 0-12867)
(9) Incorporated by reference to the Exhibit identified in parentheses
previously filed as an Exhibit to Registrant's Form 8-K filed on
January 31, 1994 (File No. 0-12867)
(10) Incorporated by reference to the Exhibit identified in parentheses
previously filed as an Exhibit to Registrant's Form 8-K filed on
February 11, 1994 (File No. 0-12867)
(11) Incorporated by reference to the Exhibit identified in
parentheses previously filed as an Exhibit to Registrant's Form
10-K filed on August 27, 1993 (File No. 0-12867)
(12) Incorporated by reference to the Exhibit identified in
parentheses previously filed as an Exhibit to Registrant's Form
10-Q filed on April 13, 1994 (File No. 0-12867)
(13) Incorporated by reference to the Exhibit identified in
parentheses previously filed as an Exhibit to Registrant's Form
10-Q filed on January 14, 1994 (File No. 0-12867)
(14) Incorporated by reference to the Exhibit identified in
parentheses previously filed as an Exhibit to Registrant's Form
10-K filed on August 31, 1994 (File No. 0-12867)
(15) Incorporated by reference to the Exhibit identified in
parentheses previously filed as an Exhibit to Registrant's Form
10-Q filed on October 16, 1994 (File No. 0-12867)
(16) Incorporated by reference to the Exhibit
identified in parentheses previously filed as an Exhibit to
Registrant's Form 8-K filed on November 1, 1994 (File No. 0-12867)
(17) Incorporated by reference to the Exhibit identified in
parentheses previously filed as an Exhibit to Registrant's Form
8-K filed on November 16, 1994 (File No. 0-12867)
(18) Incorporated by reference to the Exhibit identified in
parentheses previously filed as an Exhibit to Registrant's Form
10-Q filed on January 13, 1995 (File No. 0-12867)
(19) Incorporated by reference to the Exhibit identified in
parentheses previously filed as an Exhibit to Registrant's Form
8-K filed on May 16, 1995 (File No. 0-12867)
(20) Incorporated by reference to the Exhibit or other item identified
in parentheses previously filed as an Exhibit to or included in
Registrant's Registration Statement on Form S-4, originally filed
on March 23, 1995 (File No. 33-58203)
(21) Incorporated by reference to the Exhibit identified in
parentheses previously filed as an Exhibit to Registrant's
Registration Statement on Form S-4, originally filed on August 31,
1995 (File No. 33-62297)
(b) Reports on Form 8-K
The Company filed two reports on Form 8-K during the fiscal
quarter covered by this report as follows:
(i) Report on Form 8-K filed on June 20, 1995,
reporting under Item 2 the completion of the acquisition of Primary Access
Corporation effective June 9, 1995.
(ii) Report on Form 8-K filed July 31, 1995,
reporting under Item 5 the press release announcing the agreement to merge
Chipcom Corporation into a wholly-owned subsidiary of 3Com Corporation.
A report on Form 8-K/A amending the Report on Form 8-K,
dated May 16, 1995 relating to the acquisition of Sonix Communications, Ltd.,
was filed on June 5, 1995, and included the following exhibits filed in their
entirety:
- Acquisition and Exchange Agreement dated
March 22, 1995 among 3Com Corporation and all the holders of Ordinary
Shares and options of Sonix Communications Limited.
- Escrow Agreement dated March 22, 1995 among
3Com Corporation, the Shareholders of Sonix Communications Limited and the
Escrow Agent.
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 thereunto duly authorized.
3Com Corporation
(Registrant)
Dated: October 12, 1995 By: /s/ Christopher B. Paisley
---------------- ----------------------------------
Christopher B. Paisley
Vice President Finance and
Chief Financial Officer
(Principal Financial Officer)
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