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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 AXON NETWORKS, INC. STOCK OPTION 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, including all exhibits and attachments, contains 11
pages. The exhibit index may be found on page 7 of the consecutively numbered
pages of the registration statement.
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
<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share(1) price fee
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 90,422 $4.65 $420,462.30 $144.99
No Par Value
(including options
to acquire such stock)
</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 as filed with the Commission.
(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 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
- --------
(1) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. The price is computed on the basis of the exercise price.
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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
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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.
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(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 September 4,
1996.
3Com Corporation
By: /s/ Mark D. Michael
--------------------------------------
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, this registration statement has been signed by the following persons in
the capacities indicated on September 4, 1996.
<TABLE>
<CAPTION>
Signature Title
- ------------------------------------------------------------------------------------------------
<S> <C>
/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
/s/ David W. Dorman
- --------------------------------------------
David W. Dorman Director
/s/ Jean-Louis Gassee
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Jean-Louis Gassee Director
/s/ Stephen C. Johnson
- --------------------------------------------
Stephen C. Johnson Director
- --------------------------------------------
Philip C. Kantz Director
- --------------------------------------------
William F. Zuendt Director
</TABLE>
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EXHIBIT INDEX
Sequentially
Numbered Page
4.1 Certificate of Amendment of the Amended --
and Restated Articles of Incorporation is
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)
4.2 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 2, 1991
(File No. 0-12867)
4.3 Bylaws of the Company are incorporated by --
reference to Exhibit 4.2 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)
4.4 Amended and Restated Rights Agreement is --
incorporated by reference to Exhibit 10.27
to the Company's Form 10-Q filed with the
Securities and Exchange Commission on
January 13, 1995 (File No. 0-12867)
5 Opinion re legality 8
23.1 Consent of Counsel (included in Exhibit 5) --
23.2 Consent of Deloitte & Touche LLP 9
23.3 Consent of KPMG Peat Marwick LLP 10
23.4 Consent of Price Waterhouse LLP 11
24 Power of Attorney (included in signature --
pages to this registration statement)
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[GRAY CARY WARE FREIDENRICH LETTERHEAD]
EXHIBIT 5
OUR FILE NO.
1200217-901600
September 9, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
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 90,422 shares of the
Common Stock, without par value, of the Company which may be issued pursuant to
the exercise of certain individual employee stock options assumed by 3Com
Corporation and granted under the Axon 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 90,422 shares of Common Stock which may be issued
upon the exercise of options pursuant to the Agreements are duly authorized
shares of the Company's Common Stock, and, when issued against receipt of the
consideration therefor in accordance with the provisions of the Agreements, will
be validly issued, fully paid and nonassessable. 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 24, 1996 and August 22,
1996 appearing in the Annual Report on Form 10-K of 3Com Corporation for the
year ended May 31, 1996.
/s/ Deloitte & Touche LLP
San Jose, California
September 4, 1996
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EXHIBIT 23.3
INDEPENDENT AUDITORS' REPORT ON SCHEDULE AND CONSENT
The Board of Directors
Primary Access Corporation:
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of 3Com Corporation of our report dated November 5, 1993, relating to
the statements of operations, stockholders' equity and cash flows of Primary
Access Corporation for the fifty-three weeks ended October 3, 1993 and of our
report on financial statement schedule dated August 22, 1996, which reports
appear in the Annual Report on Form 10-K of 3Com Corporation for the year ended
May 31, 1996.
/s/ KPMG Peat Marwick LLP
San Diego, California
September 4, 1996
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EXHIBIT 23.4
CONSENT OF PRICE WATERHOUSE LLP
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of 3Com Corporation of our report dated February 7, 1995
relating to the financial statements of Chipcom Corporation and of our report on
the related Financial Statement Schedule, which reports are included as exhibits
to the Annual Report on Form 10-K of 3Com Corporation for the year ended May 31,
1996.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Boston, Massachusetts
September 4, 1996
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