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FORM 8-B
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS
Filed Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934
3COM CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 94-2605794
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(State of other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5400 BAYFRONT PLAZA, SANTA CLARA, CALIFORNIA 95052-8415
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
NONE NONE
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of class)
This Registration Statement, including all exhibits and attachments, contains
5 pages. The Table of Exhibits is contained on page 5 of the consecutively
numbered pages of this Registration Statement.
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ITEM 1. GENERAL INFORMATION
(a) Registrant was incorporated in Delaware on March 10, 1997.
(b) Registrant's fiscal year ends on December 31.
ITEM 2. TRANSACTION OF SUCCESSION
(a) Registrant's predecessor, 3Com Corporation, a California
corporation ("3Com California"), had securities registered
pursuant to Section 12(g) of the Securities Exchange Act at
the effective date of the merger described in (b) below.
(b) Pursuant to an Agreement and Plan of Merger and Reincorporation
executed by the Registrant and 3Com California and made
effective under Delaware law on June 12, 1997, each share of
Common Stock of 3Com California was converted into one share
of Registrant's Common Stock as described in the Agreement and
Plan of Merger and Reincorporation attached hereto as Exhibit
2.1 and the Joint Proxy Statement/Prospectus attached hereto
as Exhibit 2.2.
ITEM 3. SECURITIES TO BE REGISTERED
Capital Stock:
(1) Authorized shares of Registrant:
990,000,000 shares of Common Stock, par value $0.01
per share and 10,000,000 shares of Preferred
Stock, par value $0.01 per share
(2) Presently issued shares of Registrant (as of June 11,
1997):
Approximately 178,382,544 shares of Common Stock.
No shares of Preferred Stock are issued. In
addition, pursuant to a Registration Statement on
Form S-4 (No. 333-23465) the Registrant currently
has 157,500,000 shares of Common Stock authorized
to be issued to holders of U.S. Robotics Common
Stock pursuant to the business combination of the
Registrant and U.S. Robotics Corporation.
(3) Presently issued shares held by or for the account of
Registrant:
None
ITEM 4. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
For a description of the Securities to be registered, please see the
description of the Registrant's capital stock contained in "Description of
3Com Capital Stock" Section of the Registration Statement on Form S-4 (No.
333-23465), as amended, filed on May 8, 1997.
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ITEM 5. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
Registrant's capital structure and balance sheet immediately
after the merger are substantially the same as those of its
predecessor, 3Com California. For this reason, financial
statements are not attached hereto.
(b) EXHIBITS.
See Exhibit Index on page 5.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this application for registration (or
registration statement) to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: June 11, 1997 3Com Corporation, a Delaware corporation
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By: /s/ Mark D. Michael
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Mark D. Michael, Vice
President, General Counsel
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EXHIBIT INDEX FOR FORM 8-B
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Exhibit Sequentially
Number Numbered Page
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2.1 Agreement and Plan of Merger and Reincorporation
dated March 14, 1997, which was filed with
Delaware Secretary of State on June 12, 1997,
incorporated by reference to Exhibit 2.2 to the
Registration Statement on Form S-4 (No. 333-23465),
as amended, filed on May 8, 1997
2.2 Joint Proxy Statement/Prospectus distributed to
shareholders of 3Com California on or about
May 12, 1997, incorporated by reference to proxy
materials filed by 3Com California pursuant to
paragraph (b) of Rule 14a-6 under the Securities
Exchange Act of 1934 on May 8, 1997
3.1 Certificate of Incorporation of Registrant,
incorporated by reference to Exhibit 3.1 to the
Registration Statement on Form S-4 (No. 333-23465),
as amended, filed on May 8, 1997
3.2 Bylaws of Registrant, incorporated by reference to
Exhibit 3.2 to the Registration Statement on Form
S-4 (No. 333-23465), as amended, filed on May 8, 1997
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