UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): June 12, 1997
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
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Item 2. Acquisition or Disposition of Assets
On June 12, 1997, pursuant to an Agreement and Plan of
Merger dated February 26, 1997 and amended as of March 14,
1997 (the "Agreement"), among 3Com Corporation, a California
corporation (the "Company"), TR Acquisitions Corporation, a
Delaware corporation and wholly-owned subsidiary of the
Company ("Sub"), 3Com (Delaware) Corporation, a Delaware
corporation and wholly-owned subsidiary of the Company ("3Com
Delaware"), and U.S. Robotics Corporation, a Delaware
corporation ("USR"), 3Com Delaware acquired all outstanding
securities of USR through the merger of Sub with and into USR,
which became a wholly-owned subsidiary of 3Com Delaware.
Under the terms of the Agreement, shareholders of USR
transferred all of the outstanding shares of common stock of
USR to the Sub, in exchange for which they received an
aggregate amount of approximately 158 million shares of USR
common stock. In addition to the shares of 3Com common stock
issued for outstanding shares of USR's common and preferred
stock, 3Com assumed all the outstanding options of USR in
exchange for options to acquire approximately 31 million
shares of 3Com common stock. The exchange ratio for the
conversion into 3Com common stock was 1.75 shares for each
outstanding share of USR common stock and each share of USR
common stock subject to an option. The acquisition was
accounted for as a pooling of interests.
Prior to the Agreement, no material relationship existed
between the Company and USR or any of its affiliates, any
director or officer of the Company, or any associate of any
such director or officer.
U.S. Robotics is the leading supplier of products and
systems for accessing information across the wide area
network, including modems and remote access products. The
Company intends to continue such business.
Immediately prior to the closing of the merger, 3Com
reincorporated in Delaware and USR redeemed certain rights
outstanding under its Rights Plan.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
(a) The financial statements of USR
required pursuant to Rule 3-05 of Regulation S-X
were previously reported in USR's Registration
Statement on Form 10-K, as filed with the Securities
and Exchange Commission on November 9, 1996, USR's
Registration Statement on Form 10-Q, as filed with
the Securities and Exchange Commission on February
12, 1997, and USR's Registration Statement on Form
10-Q, as filed with the Securities and Exchange
Commission on April 14, 1997 and pursuant to General
Instruction B.3. of Form 8-K are not additionally
reported herein.
(b) The pro forma financial information
of USR 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 March 17,
1997, as amended, and pursuant to General
Instruction B.3. of Form 8-K are not additionally
reported herein.
(c) Exhibits
Exhibit No. Description
2.1 Agreement and Plan of
Merger dated February 26, 1997
among 3Com Corporation, TR
Acquisitions Corporation,
3Com Delaware Corporation,
and U.S. Robotics Corporation,
incorporated by reference
to Exhibit 2.1 previously filed as an
Exhibit to the Company's
Form 8-K filed on February 27, 1997.
(File No. 0-12867)
2.2 Amended and Restated
Agreement and Plan of Merger
dated March 14, 1997 among
3Com Corporation, TR
Acquisitions Corporation,
3Com Delaware Corporation
and U.S. Robotics
Corporation, incorporated by reference
to Exhibit 2.1 previously
filed as an Exhibit to the Company's
Form S-4 filed on March 17,
1997. (File No. 333-23465)
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
June 26, 1997 By: /s/ Christopher B. Paisley
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Christopher B. Paisley
Senior Vice President, Finance and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
