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 31, 1996
3Com Corporation
(Exact name of registrant as specified in its charter)
California 0-12867 94-2605794
(State or other jurisdiction of (Commission File Number) (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
Item 2. Acquisition or Disposition of Assets
On October 31, 1996, pursuant to an Agreement and Plan of
Reorganization dated October 5, 1996 (the "Agreement"), among
3Com Corporation, a California corporation (the "Company"),
OnStream Acquisition Corporation, a California corporation and
wholly-owned subsidiary of the Company ("Sub"), and OnStream
Networks, Inc., a California corporation ("OnStream"), the
Company acquired all outstanding securities of OnStream
through the merger of Sub with and into OnStream, which became
a wholly-owned subsidiary of the Company. Under the terms of
the Agreement, shareholders of OnStream transferred all of the
outstanding shares of common and preferred stock of OnStream
to the Sub, in exchange for which they received an aggregate
amount of approximately 3.4 million shares of 3Com common
stock. In addition to the shares of 3Com common stock issued
for outstanding shares of OnStream's common and preferred
stock, 3Com assumed all the outstanding options of OnStream in
exchange for options to acquire approximately 400,000 shares
of 3Com common stock. Immediately prior to the transaction,
all outstanding warrants and shares of preferred stock of
OnStream were converted into OnStream common stock. The
exchange ratio for the conversion into the Company's common
stock was .23371 of a share for each outstanding share of
OnStream common stock and each share of OnStream common stock
subject to an option. The acquisition was accounted for as a
pooling of interests.
The consideration paid by the Company for the OnStream
stock was the result of arms-length negotiations between the
Company and OnStream. OnStream had revenues of approximately
$11 million over the past twelve months ended June 30, 1996.
Prior to the Agreement, no material relationship existed
between the Company and OnStream or any of its affiliates, any
director or officer of the Company, or any associate of any
such director or officer.
OnStream is engaged in the business of designing,
manufacturing and distributing high-speed Asynchronous
Transfer Mode (ATM) and broadband wide area network (WAN) and
access products for enterprises and telecommunications
carriers. The Company intends to continue such business.
Item 5. Other Events
In a press release disseminated on November 4, 1996, the
registrant publicly announced the rescission of the
registrant's previously announced share repurchase program, as
a result of the uncertainties regarding the interpretation of
the Securities and Exchange Commission's Staff Accounting
Bulletin No. 96 (SAB 96). SAB 96 raises the possibility that
companies with announced share repurchase programs may not
have the flexibility to employ the pooling of interests method
of accounting for acquisitions under certain circumstances.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
(a) The financial statements of OnStream
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 October
11, 1996, and pursuant to General Instruction B.3.
of Form 8-K are not additionally reported herein.
(b) The pro forma financial information
of OnStream 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
October 11, 1996, 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 Reorganization dated October 5, 1996
among 3Com Corporation, OnStream Acquisition Corporation and
OnStream Networks, Inc.
99.1 Registrant's press release dated November 4, 1996, announcing
its rescission of the publicly announced share repurchase
program.
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
November 13, 1996 By: /s/ Christopher B. Paisley
Christopher B. Paisley
Senior Vice President, Finance and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
INDEX TO EXHIBITS
Exhibit Document
7.1* Agreement and Plan of Reorganization dated October 5, 1996 among
3Com Corporation, OnStream Acquisition Corporation and
OnStream Corporation.
99.1 Press release disseminated November 4, 1996
* Filed as an exhibit to the Company's Registration Statement
on Form S-4 filed with the Securities and Exchange Commission
on October 11, 1996 and incorporated herein by reference.
EXHIBIT 99.1
For More Information, Contact:
Bill Slakey
3Com Investor Relations
[email protected]
(408) 326-1286
FOR IMMEDIATE RELEASE
November 4, 1996
3COM RESCINDS SHARE REPURCHASE PROGRAM
SANTA CLARA, Calif.-- 3Com Corporation (Nasdaq:COMS), the world's
second largest networking company, announced today that its Board
of Directors has voted to rescind the company's previously
announced share repurchase program. This action was taken by the
board as a result of uncertainties regarding the Securities and
Exchange Commission's interpretation of Staff Accounting Bulletin
No. 96 (SAB 96). Specifically, SAB 96 raises the possibility
that under certain circumstances companies which have announced
share repurchase programs will not have the flexibility to employ
the pooling-of-interest accounting method when making
acquisitions.
3Com's current share repurchase program was authorized by
the board of directors in March of 1990. As of October 30, 1996,
the company had repurchased 24.5 million shares, with 5.5 million
remaining to be repurchased under the authorization.
3Com Corporation has helped more than 36 million people gain
access to critical information through high speed networks.
Designed to serve large enterprises, service providers, small
offices and homes, 3Com products provide a scalable architecture
to meet the immediate and long term connectivity needs of today's
users. With research and development on three continents, 3Com
is one of the data networking industry's largest and fastest
growing companies. The company's innovative engineering,
marketing, sales and support simplify communication, optimize
network reliability and protect customer investments.
For further information, visit 3Com's World Wide Web site at
http://www.3Com.com.
###
3Com is a registered trademark of 3Com Corporation.
