<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 2, 1997.
REGISTRATION NO. 333-23465
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
3COM CORPORATION
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
CALIFORNIA(1) 3577 94-2605794
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Number) Identification
incorporation or organization) No.)
</TABLE>
5400 BAYFRONT PLAZA
SANTA CLARA, CALIFORNIA 95052-8145
(408) 764-5000
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
------------------------
ERIC A. BENHAMOU
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
3COM CORPORATION
5400 BAYFRONT PLAZA
SANTA CLARA, CALIFORNIA 95052-8145
(408) 764-5000
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
------------------------
COPIES TO:
J. HOWARD CLOWES RICHARD S. MILLARD
DENNIS C. SULLIVAN JAMES T. LIDBURY
ROD J. HOWARD Mayer, Brown & Platt
Gray Cary Ware & Freidenrich 190 South LaSalle Street
A Professional Corporation Chicago, Illinois 60603
400 Hamilton Avenue (312) 782-0600
Palo Alto, California 94301
(415) 328-6561
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
UPON CONSUMMATION OF THE MERGER DESCRIBED HEREIN.
------------------------
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
This Amendment No. 2 to Form S-4 relating to Registration No. 333-23465 (the
"Registration Statement") is being filed solely to file certain exhibits to the
Registration Statement.
<PAGE>
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------- --------------------------------------------------------------------------------------------------------
<C> <S>
2.1 Amended and Restated Agreement and Plan of Merger, dated as of February 26, 1997 and as amended as of
March 14, 1997, by and among 3Com Corporation, T.R. Acquisition Corporation and U.S. Robotics
Corporation ("USR") (included as Annex A to the Prospectus)*
2.2 Form of Agreement and Plan of Merger and Reincorporation, dated as of March , 1997, by and between
3Com Corporation, and 3Com (Delaware) Corporation (included as Annex H to the Prospectus)*
3.1 Certificate of Incorporation of 3Com (Delaware) Corporation, a Delaware corporation (included as Annex H
to the Prospectus)*
3.2 Bylaws of 3Com (Delaware) Corporation, a Delaware corporation (included as Annex H to the Prospectus)*
5.1 Form of Opinion of Gray Cary Ware & Freidenrich, A Professional Corporation*
8.1 Form of Opinion of Gary Cary Ware & Freidenrich, A Professional Corporation, as to tax matters*
8.2 Form of Opinion of Mayer Brown & Platt, as to tax matters*
10.1 3Com Stock Option Agreement, dated as of February 26, 1997, by and between USR and 3Com Corporation
(included as Annex B to the Prospectus)*
10.2 USR Stock Option Agreement, dated as of February 26, 1997, by and between USR and 3Com Corporation
(included as Annex C to the Prospectus)*
10.3 Form of 3Com Shareholder Voting Agreement*
10.4 Form of USR Stockholder Voting Agreement*
10.5 Form of USR Stockholder Agreement*
10.6 Form of Noncompete Agreement*
23.1 Consent of Deloitte & Touche LLP*
23.2 Consent of KPMG Peat Marwick LLP*
23.3 Consent of Price Waterhouse LLP*
23.4 Consent of Grant Thornton LLP*
23.5 Consent of Gray Cary Ware & Freidenrich, A Professional Corporation (included in Exhibit 5.1)*
23.6 Consent of Goldman, Sachs & Co.
23.7 Consent of Morgan Stanley & Co. Incorporated
24.1 Power of Attorney (See page II-3)*
99.1 Opinion of Goldman, Sachs & Co.
99.2 Opinion of Morgan Stanley & Co. Incorporated
99.3 Form of Proxy of Registrant*
99.4 Form of Proxy of USR*
</TABLE>
- ------------------------
* Previously filed
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 3Com Corporation
has duly caused this Amendment No. 2 to Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized in the City of Santa
Clara, State of California, on the 2nd day of May, 1997.
3COM CORPORATION
By: /s/ ERIC A. BENHAMOU
-----------------------------------------
Eric A. Benhamou
CHAIRMAN, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 2 to Registration Statement has been signed below by the following
persons in the capacities indicated on the 2nd day of May, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- -------------------------------------- ----------------------------------------
<C> <S>
/s/ ERIC A. BENHAMOU Chairman of the Board, President, and
- -------------------------------------- Chief Executive Officer
Eric A. Benhamou (Principal Executive Officer)
/s/ CHRISTOPHER B. PAISLEY* Senior Vice President, Finance and Chief
- -------------------------------------- Financial Officer (Principal Financial
Christopher B. Paisley and Accounting Officer)
/s/ JAMES L. BARKSDALE*
- -------------------------------------- Director
James L. Barksdale
/s/ GORDON A. CAMPBELL*
- -------------------------------------- Director
Gordon A. Campbell
/s/ DAVID W. DORMAN*
- -------------------------------------- Director
David W. Dorman
/s/ JEAN-LOUIS GASSEE*
- -------------------------------------- Director
Jean-Louis Gassee
/s/ STEPHEN C. JOHNSON*
- -------------------------------------- Director
Stephen C. Johnson
/s/ PHILIP C. KANTZ*
- -------------------------------------- Director
Philip C. Kantz
/s/ WILLIAM F. ZUENDT*
- -------------------------------------- Director
William F. Zuendt
</TABLE>
*By: /s/ ERIC A. BENHAMOU
-------------------------
Eric A. Benhamou
ATTORNEY-IN-FACT
II-2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ----------- --------------------------------------------------------------------------------------------------------
<C> <S>
2.1 Amended and Restated Agreement and Plan of Merger, dated as of February 26, 1997 and as amended as of
March 14, 1997, by and among 3Com Corporation, T.R. Acquisition Corporation and U.S. Robotics
Corporation ("USR") (included as Annex A to the Prospectus)*
2.2 Form of Agreement and Plan of Merger and Reincorporation, dated as of March , 1997, by and between
3Com Corporation, and 3Com (Delaware) Corporation (included as Annex H to the Prospectus)*
3.1 Certificate of Incorporation of 3Com (Delaware) Corporation, a Delaware corporation (included as Annex H
to the Prospectus)*
3.2 Bylaws of 3Com (Delaware) Corporation, a Delaware corporation (included as Annex H to the Prospectus)*
5.1 Form of Opinion of Gray Cary Ware & Freidenrich, A Professional Corporation*
8.1 Form of Opinion of Gary Cary Ware & Freidenrich, A Professional Corporation, as to tax matters*
8.2 Form of Opinion of Mayer Brown & Platt, as to tax matters*
10.1 3Com Stock Option Agreement, dated as of February 26, 1997, by and between USR and 3Com Corporation
(included as Annex B to the Prospectus)*
10.2 USR Stock Option Agreement, dated as of February 26, 1997, by and between USR and 3Com Corporation
(included as Annex C to the Prospectus)*
10.3 Form of 3Com Shareholder Voting Agreement*
10.4 Form of USR Stockholder Voting Agreement*
10.5 Form of USR Stockholder Agreement*
10.6 Form of Noncompete Agreement*
23.1 Consent of Deloitte & Touche LLP*
23.2 Consent of KPMG Peat Marwick LLP*
23.3 Consent of Price Waterhouse LLP*
23.4 Consent of Grant Thornton LLP*
23.5 Consent of Gray Cary Ware & Freidenrich, A Professional Corporation (included in Exhibit 5.1)*
23.6 Consent of Goldman, Sachs & Co.
23.7 Consent of Morgan Stanley & Co. Incorporated
24.1 Power of Attorney (See page II-3)*
99.1 Opinion of Goldman, Sachs & Co.
99.2 Opinion of Morgan Stanley & Co. Incorporated
99.3 Form of Proxy of Registrant*
99.4 Form of Proxy of USR*
</TABLE>
- ------------------------
* Previously filed
<PAGE>
EXHIBIT 23.6
April 28, 1997
Board of Directors
3Com Corporation
5400 Bayfront Plaza
Santa Clara, CA 95952-8145
Re: Registration Statement (File No. 333-23465) on Form S-4
3Com Corporation as filed on April 28, 1997
Gentlemen:
Attached is our opinion letter dated February 26, 1997 with respect to the
fairness to 3Com Corporation (the "Company") of the exchange ratio of 1.75
shares of common stock, par value $.01 per share, of the Company to be exchanged
by the Company for each share of common stock, par value of $.001 per share, of
U.S. Robotics Corporation ("U.S. Robotics") in a merger (the "Merger") pursuant
to the Agreement and Plan of Merger dated as of February 26, 1997 by and among
the Company, TR Acquisitions Corporation, a wholly owned subsidiary of the
Company, and U.S. Robotics.
The foregoing opinion letter is provided for the information and assistance of
the Board of Directors of the Company in connection with its consideration of
the transaction contemplated therein and is not to be used, circulated, quoted
or otherwise referred to for any other purpose, nor is it to be filed with,
included in or referred to in whole or in part in any registration statement,
proxy statement or any other document, except in accordance with our prior
written consent. We understand that the Company has determined to include our
opinion in the above-referenced Registration Statement.
In that regard, we hereby consent to the reference to the opinion of our Firm
under the captions "Summary--Opinion of Financial Advisors--3Com," "The
Merger--Background of the Merger," "The Merger--Reasons for the Merger;
Recommendations of the Board of Directors--3Com Background and Reasons for the
Merger" and "The Merger--Opinion of 3Com's Financial Advisors" and to the
inclusion of the foregoing opinion in the Joint Proxy Statement included in the
above-mentioned Registration Statement. In giving such consent, we do not
thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Goldman, Sachs & Co.
- --------------------------------------
(GOLDMAN, SACHS & CO.)
<PAGE>
EXHIBIT 23.7
April 23, 1997
3Com Corporation
5400 Bayfront Plaza
Santa Clara, CA 95052
Dear Sirs:
We hereby consent to the inclusion in the Registration Statement of 3Com
Corporation ("3Com") on Form S-4 (the "Registration Statement"), with respect to
the proposed merger of TR Acquisitions Corporation, a wholly-owned subsidiary of
3Com, with and into U.S. Robotics Corporation, and certain related transactions,
of our opinion letter appearing as Annex E to the Joint Proxy
Statement/Prospectus which is a part of the Registration Statement, and to the
references of our firm name therein. In giving such consent, we do not thereby
admit that we come within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations adopted by the Securities and Exchange Commission thereunder nor do
we admit that we are experts with respect to any part of such Registration
Statement within the meaning of the term "experts" as used in the Securities Act
of 1933, as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
MORGAN STANLEY & CO., INC.
BY: /s/ MARK MENELL
-----------------------------------------
Mark Menell
Principal
<PAGE>
EXHIBIT 99.1
[LETTERHEAD OF GOLDMAN, SACHS & CO.]
February 26, 1997
Board of Directors
3Com Corporation
5400 Bayfront Plaza
Santa Clara, CA 95952-8145
Gentlemen:
You have requested our opinion as to the fairness to 3Com Corporation (the
"Company") of the exchange ratio (the "Exchange Ratio") of 1.75 shares of common
stock, par value $.01 per share of the Company ("Company Common Stock"), to be
exchanged by the Company for each share of common stock, par value of $.001 per
share (the "Common Stock"), of U.S. Robotics Corporation ("U.S. Robotics") in a
merger (the "Merger") pursuant to the Agreement and Plan of Merger dated as of
February 26, 1997 by and among the Company, TR Acquisitions Corporation, a
wholly owned subsidiary of the Company, and U.S. Robotics (the "Agreement").
Goldman, Sachs & Co., as part of its investment banking business, is continually
engaged in the valuation of businesses and their securities in connection with
mergers and acquisitions, negotiated underwritings, competitive biddings,
secondary distributions of listed and unlisted securities, private placements
and valuations for estate, corporate and other purposes. We are familiar with
the Company having provided certain investment banking and financial advisory
services to the Company from time to time and having acted as its financial
advisor in connection with, and having participated in certain of the
negotiations leading to, the Agreement.
In connection with this opinion, we have reviewed, among other things, the
Agreement; Annual Reports to Stockholders and Annual Reports on Form 10-K of
U.S. Robotics for the five fiscal years ending September 30, 1996 and of the
Company for the five fiscal years ending May 31, 1996; certain interim reports
to stockholders and Quarterly Reports on Form 10-Q for U.S. Robotics and the
Company; certain other communications from U.S. Robotics and the Company to
their stockholders; certain unaudited interim financial reports of U.S. Robotics
and the Company and certain internal financial analyses and forecasts for U.S.
Robotics and the Company prepared by their respective managements. We also have
held discussions with members of the senior management of U.S. Robotics and the
Company regarding the strategic rationale, cost savings, operating synergies and
other benefits of the Merger and the past and current business operations,
financial condition and future prospects of their respective companies without,
and after, giving effect to the Merger. In addition, we have reviewed the
reported price and trading activity for the Company Common Stock and the Common
Stock, compared certain financial and stock market information for U.S. Robotics
and the Company with similar information for certain other companies the
securities of which are publicly traded, reviewed the financial terms of certain
recent business combinations in the networking and data communications industry
and performed such other studies and analyses as we considered appropriate.
We have relied upon the accuracy and completeness of all of the financial and
other information reviewed by us and assumed such accuracy and completeness for
purposes of rendering this opinion. In that regard, we have assumed with your
consent that the financial forecasts provided to us and discussed with us with
respect to the Company and the financial forecasts provided to us with respect
to U.S. Robotics, as adjusted to reflect the views of the Company's management,
in each case on a standalone basis and after
<PAGE>
3Com Corporation
February 26, 1997
Page Two
giving effect to the Merger, including, without limitation, the projected cost
savings and operating synergies resulting from the Merger, were reasonably
prepared on a basis reflecting the best currently available estimates and
judgments of the Company and that such forecasts will be realized in the amounts
and at the times contemplated thereby. In addition, we have not made an
independent evaluation or appraisal of the assets and liabilities of U.S.
Robotics or the Company or any of their subsidiaries and we have not been
furnished with any such evaluation or appraisal. Our advisory services and the
opinion expressed herein are provided for the information and assistance of the
Board of Directors of the Company in connection with its consideration of the
transaction contemplated by the Agreement and such opinion does not constitute a
recommendation as to how any holder of Company Common Stock should vote with
respect to such transaction.
Based upon and subject to the foregoing and based upon such other matters as we
consider relevant, it is our opinion that as of the date hereof the Exchange
Ratio pursuant to the Agreement is fair to the Company.
Very truly yours,
/s/ Goldman, Sachs & Co.
- --------------------------------------
GOLDMAN, SACHS & CO.
<PAGE>
EXHIBIT 99.2
[LETTERHEAD OF MORGAN STANLEY & CO. INCORPORATED]
February 26, 1997
Board of Directors
U.S. Robotics Corporation
8100 North McCormick Blvd.
Skokie, IL 60076-299
Members of the Board:
We understand that 3Com Corporation ("3Com"), U.S. Robotics Corporation ("U.S.
Robotics") and TR Acquisitions Corporation ("Merger Sub"), a wholly-owned
subsidiary of 3Com, have entered into an Agreement and Plan of Merger, dated as
of February 26, 1997 (the "Merger Agreement"), which provides, among other
things, for the merger (the "Merger") of Merger Sub with and into U.S. Robotics.
Pursuant to the Merger, U.S. Robotics will become a wholly-owned subsidiary of
3Com and each issued and outstanding share of common stock, par value $0.01 per
share, of U.S. Robotics (the "U.S. Robotics Common Stock"), other than shares
held in treasury or held by 3Com or any subsidiary of 3Com or U.S. Robotics,
shall be converted into the right to receive 1.750 (the "Exchange Ratio") shares
of common stock, par value $0.01 per share, of 3Com (the "3Com Common Stock").
The terms and conditions of the Merger are more fully set forth in the Merger
Agreement.
You have asked for our opinion as to whether the Exchange Ratio pursuant to the
Merger Agreement is fair from a financial point of view to the holders of shares
of U.S. Robotics Common Stock.
For purposes of the opinion set forth herein, we have:
(i) reviewed certain publicly available financial statements and other
information of 3Com and U.S. Robotics, respectively;
(ii) reviewed certain internal financial statements and other financial and
operating data concerning U.S. Robotics and 3Com prepared by the
managements of U.S. Robotics and 3Com, respectively;
(iii) discussed the past and current operations and financial condition and the
prospects of 3Com, including information relating to certain strategic,
financial and operational benefits anticipated from the Merger, with
senior executives of 3Com;
(iv) discussed the past and current operations and financial condition and the
prospects of U.S. Robotics, including information relating to certain
strategic, financial and operational benefits anticipated from the Merger,
with senior executives of U.S. Robotics;
(v) reviewed the pro forma impact of the Merger on the earnings per share and
consolidated capitalization of 3Com and U.S. Robotics, respectively;
(vi) reviewed the reported prices and trading activity for the 3Com Common
Stock and the U.S. Robotics Common Stock;
<PAGE>
(vii) compared the financial performance of 3Com and U.S. Robotics and the
prices and trading activity of the 3Com Common Stock and the U.S.
Robotics Common Stock with that of certain other publicly-traded
companies and their securities;
(viii) reviewed the financial terms, to the extent publicly available, of
certain comparable acquisition transactions;
(ix) reviewed and discussed with the senior managements of 3Com and U.S.
Robotics the strategic rationale for the Merger and certain alternatives
to the Merger;
(x) participated in discussions and negotiations among representatives of 3Com
and U.S. Robotics and their financial and legal advisors;
(xi) reviewed the Merger Agreement and certain related agreements; and
(xii) considered such other factors as we have deemed appropriate.
We have assumed and relied upon, without independent verification, the accuracy
and completeness of the information reviewed by us for the purposes of this
opinion. With respect to the internal financial statements and other financial
and operating data including estimates of the strategic, financial and
operational benefits anticipated from the Merger provided by U.S. Robotics and
3Com, we have assumed that they have been reasonably prepared on bases
reflecting the best currently available estimates and judgments of the prospects
of 3Com and U.S. Robotics, respectively. We have relied upon the assessment by
the managements of 3Com and U.S. Robotics of their ability to retain key
employees of both 3Com and U.S. Robotics. We have also relied upon, without
independent verification, the assessment by the managements of 3Com and U.S.
Robotics of the strategic and other benefits expected to result from the Merger.
We have also relied upon, without independent verification, the assessment by
the managements of 3Com and U.S. Robotics of 3Com's and U.S. Robotics'
technologies and products, the timing and risks associated with the integration
of U.S. Robotics with 3Com, and the validity of, and risks associated with,
3Com's and U.S. Robotics' existing and future products and technologies. We have
not made any independent valuation or appraisal of the assets, liabilities or
technology of 3Com or U.S. Robotics, respectively, nor have we been furnished
with any such appraisals. We have assumed that the Merger will be accounted for
as a "pooling-of-interests" business combination in accordance with U.S.
Generally Accepted Accounting Principles and the Merger will be treated as a
tax-free reorganization and/or exchange pursuant to the Internal Revenue Code of
1986 and will be consummated in accordance with the terms set forth in the
Merger Agreement. Our opinion is necessarily based on economic, market and other
conditions as in effect on, and the information made available to us as of, the
date hereof. In arriving at our opinion, we were not authorized to solicit, and
did not solicit, interest from any third party with respect to an acquisition,
business combination or other extraordinary transaction involving U.S. Robotics,
nor did we negotiate with any parties other than 3Com.
We have acted as financial advisor to the Board of Directors of U.S. Robotics in
connection with this transaction and will receive a fee for our services. In the
past, Morgan Stanley & Co. Incorporated and its affiliates have provided
financial advisory and financing services for 3Com and have received fees for
the rendering of these services. In addition, in the ordinary course of our
business we may actively trade the securities of 3Com and U.S. Robotics for our
own account and for the accounts of our customers and, accordingly, may at any
time hold a long or short position in such securities.
It is understood that this letter is for the information of the Board of
Directors of U.S. Robotics and may not be used for any other purpose without our
prior written consent, except that this opinion may be included in its entirety
in any filing made by 3Com with the Securities and Exchange Commission with
respect to the transactions contemplated by the Merger Agreement. In addition,
this opinion does not in any manner address the prices at which the 3Com Common
Stock will actually trade at any time and we express no recommendation or
opinion as to how the holders of U.S. Robotics Common Stock should vote at the
shareholders' meeting held in connection with the Merger.
<PAGE>
Based upon and subject to the foregoing, we are of the opinion on the date
hereof that the Exchange Ratio pursuant to the Merger Agreement is fair from a
financial point of view to the holders of shares of U.S. Robotics Common Stock.
Very truly yours,
MORGAN STANLEY & CO. INCORPORATED
By: /s/ CHARLES R. CORY
-----------------------------------------
Charles R. Cory
Managing Director
