Registration No. 333- , Filed , 1996
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)
3Com Corporation 1994 Stock Option Plan and
Certain Individual Employee Stock Options
Assumed by 3Com Corporation and
Granted by OnStream Networks, Inc.
Under the OnStream Networks, Inc. 1990 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 shall hereafter become effective
in accordance with Rule 462 promulgated under the Securities
Act of 1933, as amended.
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered (1) registered share (2) price fee
3Com Corporation 1994 Stock Option Plan
- ---------------------------------------
Common Stock 6,320,000 $67.75 $428,180,000.00 $129,751.39
Par value $0.01
Options Assumed by 3Com Corporation (OnStream Networks, Inc. 1990 Stock Option
Plan)
- ------------------------------------------------------------------------------
Common Stock 398,715 $ 1.41 $ 562,188.15 $ 170.36
Par value $0.01
TOTAL 6,718,715 $428,742,188.15 $129,921.75
(1) Includes options to acquire such Common Stock.
(2) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. With respect to the 3Com Corporation 1994 Stock Option Plan,
the price is based upon the average of the high and low prices of the Common
Stock on November 4, 1996, as reported on the National Association of
Securities Dealers Automated Quotations System. With respect to options
granted under the OnStream Networks, Inc. 1990 Stock Option Plan, the price
is based on the weighted average exercise price.
---------------------------------------------------
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 with the Commission 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 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 may be transferred with the Company's Common
Stock, which description is contained in the Company's
Registration Statement on Form 8-A filed which 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
As of November 6, 1996 certain attorneys of Gray Cary
Ware & Freidenrich, A Professional Corporation, which passed
upon the validity of the shares of Common Stock to be offered
hereunder, owned 1,233 shares of the Common Stock of the
Company.
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 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.
(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 November 6, 1996.
3Com Corporation
/s/ Mark D. Michael
By: __________________________________
Mark D. Michael, Vice President,
Secretary and General Counsel
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 November 6, 1996.
Signature Title
/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 Senior 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
Jean-Louis Gassee Director
/s/ Stephen C. Johnson
Stephen C. Johnson Director
/s/ Philip C. Kantz
Philip C. Kantz Director
/s/ William F. Zuendt
William F. Zuendt Director
EXHIBIT INDEX
4.1 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)
4.2 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)
4.3 Certificate of
Amendment of the Amended and
Restated Articles of
Incorporation is incorporated by
reference to Exhibit 4.1 to the
Company's Form S-8 filed with
the Securities and Exchange
Commission on October 19, 1995
(File No. 33-63547)
4.4 Certificate of
Amendment of the Amended and
Restated Articles of
Incorporation dated October 4,
1996
4.5 Bylaws of the Company,
as amended and restated, 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)
4.6 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)
4.7 Agreement and Plan of
Reorganization, dated October 5,
1996, by and among the Company,
OnStream Acquisition Corporation
and OnStream Networks, Inc. is
incorporated by reference to
Exhibit 2.1 to the Company's
Form S-4 filed with the
Securities and Exchange
Commission, effective October
21, 1996 (File No. 333-13993)
5 Opinion re legality
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of KPMG Peat Marwick LLP
23.4 Consent of Price Waterhouse LLP
24 Power of Attorney (included in signature pages to
this registration statement)
EXHIBIT 4.4
CERTIFICATE OF AMENDMENT
OF THE AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
3COM CORPORATION
The undersigned, Mark D. Michael, hereby certifies that:
1. He is both a duly elected and acting Vice President
and the duly elected and acting Secretary of 3Com Corporation,
a California corporation (the Corporation).
2. Article III of the amended and Restated Articles of
Incorporation of the Corporation is hereby amended to read in
full as follows:
"ARTICLE III
STOCK
This corporation is authorized to issue two classes of
shares, designated respectively Common Stock and Preferred
Stock. Upon amendment of this Article to read as herein set
forth, the number of shares of Common Stock which this
corporation is authorized to issue is 400,000,000 and the
number of shares of Preferred Stock which this corporation is
authorized to issue is 3,000,000. All the authorized shares
of Common Stock shall have a par value of $0.01.
The Preferred Stock may be issued from time to time in
one or more series. The Board of Directors of this
Corporation is authorized to determine the designation of any
series, to fix the number of shares of any series, to
determine or alter the rights, preferences, privileges and
restrictions granted to or imposed upon any wholly unissued
series of Preferred Stock, and within the limits or
restrictions stated in any resolution or resolutions of the
Board of Directors originally fixing the number of shares
constituting any series, to increase or decrease (but not
below the number of shares of any such series then
outstanding) the number of shares of any such series
subsequent to the issue of shares of that series.
3. The foregoing amendment of the Amended and Restated
Articles of Incorporation has been duly approved by the Board
of Directors of the Corporation.
4. The foregoing amendment of the Amended and Restated
Articles of Incorporation has been duly approved by the
required vote of the shareholders of the Corporation in
accordance with Section 902 and 903 of the California
Corporations Code.
The total number of outstanding shares of the Corporation
entitled to vote with respect to the foregoing amendment was
169,570,302 shares of Common Stock. The number of shares
voting in favor of the amendment equaled or exceeded the vote
required, such required vote being more than a majority of the
outstanding shares of Common Stock.
Executed at Santa Clara, California, on the 4th day of
October 1996.
/s/ Mark D. Michael
_________________________________
Mark D. Michael, Vice President and
Secretary
The undersigned declares under penalty of perjury that
the matters set forth in the foregoing certificate are true
and correct of his own knowledge.
Executed at Santa Clara, California, on the 4th day of
October 1996.
/s/ Mark D. Michael
__________________________________
Mark D. Michael, Vice President and
Secretary
Attorneys at Law
400 Hamilton Avenue
Palo Alto, CA 94301-1825
Tel (415) 328-6561
Fax (415) 327-3699
http://www.gcwf.com
EXHIBIT 5
Our File No.
1200217-901600
November 7, 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 6,718,715 shares of the Common
Stock, par value $0.01, of the Company which may be issued
pursuant to the exercise of options granted under the 3Com
Corporation 1994 Stock Option Plan (the "3Com Plan") and
individual stock option agreements granted under the OnStream
Networks, Inc. 1990 Stock Option Plan and assumed by the
Company (the "OnStream Options"). 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 6,718,715 shares of Common Stock which
may be issued upon the exercise of options pursuant to the
3Com Plan and the exercise of the OnStream Options 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 3Com Plan and the
OnStream Options, 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
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
reports 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
November 6, 1996
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
November 6, 1996
EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of 3Com Corporation of our
report dated February 7, 1995 relating to the financial
statements of Chipcom Corporation as of December 31, 1994 and
for each of the two years in the period then ended, appearing
on page 32 of 3Com Corporation's Annual Report on Form 10-K
for the year ended May 31, 1996. We also consent to the
application of such report to the Financial Statement Schedule
of Chipcom Corporation for the years ended December 31, 1994
and 1993 when such schedule is read in conjunction with the
financial statements referred to in our report.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Boston, Massachusetts
November 6, 1996
