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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
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3COM CORPORATION
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(Exact name of registrant as specified in its charter)
CALIFORNIA 94-2605794
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(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
5400 BAYFRONT PLAZA
SANTA CLARA, CALIFORNIA 95052-8145
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(Address of principal executive offices) (Zip code)
3COM CORPORATION
OPTIONS GRANTED UNDER THE
U.S. ROBOTICS CORPORATION KEY EMPLOYEE STOCK OPTION PLAN,
U.S. ROBOTICS CORPORATION
EXECUTIVE OFFICERS AND DIRECTORS STOCK OPTION PLAN,
AND U.S. ROBOTICS CORPORATION
1996 STOCK OPTION PLAN FOR ISRAELI EMPLOYEES
AND ASSUMED BY 3COM CORPORATION
AND THE U.S. ROBOTICS CORPORATION 401(K) RETIREMENT SAVINGS PLAN
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(Full title of the plan)
ERIC A. BENHAMOU
PRESIDENT AND CHIEF EXECUTIVE OFFICER
3COM CORPORATION
5400 BAYFRONT PLAZA
SANTA CLARA, CALIFORNIA 95052-8145
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(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.
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<CAPTION>
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered(1) registered share(1) price(1) fee
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<S> <C> <C> <C> <C>
U.S. ROBOTICS CORPORATION KEY EMPLOYEE
STOCK OPTION PLAN 14,021,184 $21.6843 $304,039,354.49
U.S. ROBOTICS CORPORATION EXECUTIVE
OFFICERS AND DIRECTORS STOCK OPTION PLAN 16,577,344 $11.0302 $182,851,893.43
U.S. ROBOTICS CORPORATION 1996 STOCK
OPTION PLAN FOR ISRAELI EMPLOYEES 375,821 $29.554 $ 11,107,021.22
U.S. ROBOTICS CORPORATION 401(k)
RETIREMENT SAVINGS PLAN 500,000 $46.00 $ 23,000,000
TOTAL 31,474,349 $520,998,269.14 $157,878.26
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In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the U.S. Robotics Corporation 401(k) Retirement
Savings Plan.
_______________________________
(1) The securities to be registered are shares of Common Stock, par
value $0.01, of the Company issuable under (a) options granted under the
specified equity compensation plan, which have been assumed by the Company,
and include the options to acquire such Common Stock and (b) the U.S.
Robotics Corporation 401(k) Retirement Savings Plan. The U.S. Robotics
Corporation stock options were assumed pursuant to the Amended and Restated
Agreement and Plan of Merger dated February 26, 1997 and amended as of March
14, 1997 by and among the Company, TR Acquisitions Corporation, a Delaware
corporation and a wholly-owned subsidiary of the Company, 3Com (Delaware)
Corporation, a Delaware corporation and a wholly-owned subsidiary of the
Company, and U.S. Robotics Corporation, a Delaware corporation. The offering
price is estimated pursuant to Rule 457 solely for purposes of calculating
the registration fee. As to shares issuable pursuant to the assumed U.S.
Robotics Corporation stock options, the offering price is computed on the
basis of the weighted average exercise prices. As to shares issuable pursuant
to the U.S. Robotics Corporation 401(k) Retirement Savings Plan, the offering
price is based upon the average of the high and low prices of the Common Stock
on June 10, 1997 as reported on the National Association of Securities Dealers
Automated Quotations system.
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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
Section 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 ended May 31, 1996.
(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 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
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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 the equitable remedies
such as injunction or recession. 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, as amended (the
"Securities Act"). 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. No opinion of counsel as to the legality of shares
being registered under the U.S. Robotics Corporation 401(k) Retirement
Savings Plan (the "Plan") is required because no original issuance securities
will be issued pursuant to the Plan. The undersigned registrant hereby
undertakes to submit the Plan and any amendments thereto to the Internal
Revenue Service (the "IRS") in a timely manner and will make all changes
required by the IRS in order to qualify the Plan.
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;
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(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, 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, 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 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 Securities 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 Securities Act and will be governed by the
final adjudication of such issue.
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 June 11, 1997.
3Com Corporation
By: /s/ Eric A. Benhamou
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Eric A. Benhamou, Chairman, President
and Chief Executive Officer
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POWER OF ATTORNEY
The officers and directors of 3Com Corporation whose signatures appear
below, hereby constitute and appoint Eric A. Benhamou and Christopher B.
Paisley, 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, as amended, this registration
statement has been signed by the following persons in the capacities
indicated on June 11, 1997.
Signature Title
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/s/ Eric A. Benhamou
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Eric A. Benhamou Chairman of the Board, President, and Chief
Executive Officer (Principal Executive Officer)
/s/ Christopher B. Paisley
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Christopher B. Paisley Vice President, Finance and Chief Financial
Officer (Principal Financial and Accounting
Officer)
/s/ James L. Barksdale
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James L. Barksdale Director
/s/ Gordon A. Campbell
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Gordon A. Campbell Director
/s/ David W. Dorman
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David W. Dorman Director
/s/ Jean-Louis Gassee
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Jean-Louis Gassee Director
/s/ Stephen C. Johnson
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Stephen C. Johnson Director
/s/ Philip C. Kantz
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Philip C. Kantz Director
/s/ William F. Zuendt
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William F. Zuendt Director
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EXHIBIT INDEX
4.1 Certificate of Amendment of the Amended and Restated Articles of
Incorporation is incorporated by reference to Exhibit 3.5 to the
Company's Form 10-Q filed with the Securities and Exchange
Commission on January 13, 1997 (File No. 0-12867)
4.2 Certificate of Amendment of the Amended and Restated Articles of
Incorporation is incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on Form S-8 filed with the Securities
and Exchange Commission on October 19, 1995 (File No. 033-63547)
4.3 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)
4.4 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)
4.5 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)
4.6 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 Amended and Restated Agreement and Plan of Merger, dated as of
February 26, 1997 and amended as of March 14, 1997 by and among the
Company, TR Acquisition Corporation, 3Com (Delaware) Corporation and
U.S. Robotics Corporation is incorporated by reference to Exhibit 2.1
to the Company's Registration Statement on Form S-4 filed with the
Securities and Exchange Commission effective May 8, 1997 (File No.
333-23465)
5 Opinion re legality
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
23.3 Independent Auditors' Report on Schedule and Consent
23.4 Consent of Independent Accountants
24 Power of Attorney (included in signature pages to this registration
statement)
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EXHIBIT 5
[LETTERHEAD]
June 11, 1997
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 30,974,349 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 U.S. Robotics Corporation Key
Employee Stock Option Plan, U.S. Robotics Corporation Executive Officers and
Directors Stock Option Plan and U.S. Robotics Corporation 1996 Stock Option
Plan for Israeli Employees and assumed by the Company (the "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 30,974,349 shares of Common Stock
which may be issued upon exercise of the 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 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 therein.
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 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
June 10, 1997
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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
June 10, 1997
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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
June 10, 1997
