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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
(Exact name of Registrant as specified in its charter)
---------------------------
Delaware 94-2605794
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3Com Corporation
5400 Bayfront Plaza
Santa Clara, CA 95052-8145
(Address of Principal Executive Offices) (Zip Code)
---------------------------
1984 EMPLOYEE STOCK PURCHASE PLAN
DIRECTOR STOCK OPTION PLAN
1983 STOCK OPTION PLAN
(Full title of the plans)
---------------------------
Mark D. Michael
Senior Vice President, Secretary
and General Counsel
3Com Corporation
5400 Bayfront Plaza
Santa Clara, CA 95052-8145
(Name and address of agent for service)
(408) 326-5000
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
====================================================================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered(1) Share(2) Price(2) Fee
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value,
to be issued under the:
- 1984 Employee Stock Purchase Plan..... 2,000,000 shares $ 39.41875(3) $ 78,837,500 $ 21,916.83
- Director Stock Option Plan............ 1,000,000 shares $ 46.375 $ 46,375,000 $ 12,892.25
- 1983 Stock Option Plan................ 7,000,000 shares $ 46.375 $ 324,625,000 $ 90,245.75
----------------- ------------- ------------
TOTAL 10,000,000 shares $ 449,837,500 $ 125,054.83
====================================================================================================================================
<FN>
(1) Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
prospectuses relating hereto also relate to shares registered under
Form S-8 Registration Statements Nos. 33-63547, 33-45176 and 33-72158.
(2) Estimated in accordance with Rule 457(c) and (h) under the Securities
Act of 1933, as amended, solely for the purpose of calculating the
registration fee. Computation based upon the closing sale price of the
Common Stock as reported on the Nasdaq National Market on January 7,
1999.
(3) Based upon 85% of fair market value, calculated in accordance with
footnote (2).
</FN>
</TABLE>
<PAGE>
3COM CORPORATION
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
3Com Corporation (the "Company" or "Registrant") hereby incorporates by
reference in this registration statement the following documents:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended May 31, 1998, filed pursuant to Section 13(a) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), containing audited financial
statements for the Company's latest fiscal year.
(b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended August 28, 1998 and November 27, 1998, filed pursuant to Section
13(a) of the Exchange Act.
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed under the Exchange Act on
September 18, 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 indicating that all
securities offered hereby have been sold or deregistering all securities then
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
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
As permitted by Section 145 of the Delaware General Corporation Law
(the "DGCL"), the Registrant's Certificate of Incorporation provides that each
person who is or was or who had agreed to become a director or officer of the
Registrant or who had agreed at the request of the Registrant's Board of
Directors or an officer of the Registrant to serve as an employee or agent of
the Registrant or as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall be
indemnified by the Registrant to the full extent permitted by the DGCL or any
other applicable laws. Such Certificate of Incorporation also provides that no
amendment or repeal of such Certificate shall apply to or have any effect on the
right to indemnification
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<PAGE>
permitted or authorized thereunder for or with respect to claims asserted before
or after such amendment or repeal arising from acts or omissions occurring in
whole or in part before the effective date of such amendment or repeal.
The Registrant's Bylaws provide that the Registrant shall indemnify to
the full extent authorized by law any person made or threatened to be made a
party to an action or a proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that he or she was or is a director,
officer or employee of the Registrant or any predecessor of the Registrant or
serves or served any other enterprise as a director, officer or employee at the
request of the Registrant or any predecessor of the Registrant.
The Registrant has entered into indemnification agreements with its
directors and certain of its officers.
The Registrant maintains insurance on behalf of any person who is a
director or officer against any loss arising from any claim asserted against
such person and expense incurred by such person in any such capacity, subject to
certain exclusions.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
4.1 Amended and Restated 3Com Corporation 1984 Employee Stock
Purchase Plan, effective September 24, 1998.
4.2 Amended 3Com Corporation Director Stock Option Plan, effective
September 24, 1998.
4.3 Amended 3Com Corporation 1983 Stock Option Plan, effective
October 7, 1997.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, as to legality of securities being registered.
23.1 Consent of Deloitte & Touche, LLP, Independent Auditors.
23.2 Consent of Grant Thornton, LLP.
23.3 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-4).
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<PAGE>
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 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.
(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) Filings 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 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 provisions described in Item 6 above,
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.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant, 3Com Corporation, 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 the 8th day of January, 1999.
3COM CORPORATION
By: /s/ ERIC A. BENHAMOU
------------------------------------
Eric A. Benhamou
Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Eric A. Benhamou and Christopher B.
Paisley, and each of them, acting individually, as his attorney-in-fact, with
full power of substitution, for him and in any and all capacities, to sign any
and all amendments to this Registration Statement (including post-effective
amendments) on Form S-8, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming his signature as it may be signed by
said attorney to any and all amendments to the Registration Statement.
<TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ ERIC A. BENHAMOU Chairman of the Board and Chief December 31, 1998
- ------------------------------------------- Executive Officer (Principal Executive
Eric A. Benhamou Officer)
/s/ CHRISTOPHER B. PAISLEY Senior Vice President, Finance and Chief December 31, 1998
- ------------------------------------------- Financial Officer (Principal Financial
Christopher B. Paisley and Accounting Officer)
/s/ JAMES L. BARKSDALE Director December 31, 1998
- -------------------------------------------
James L. Barksdale
/s/ GORDON A. CAMPBELL Director December 31, 1998
- -------------------------------------------
Gordon A. Campbell
/s/ CASEY G. COWELL Director December 31, 1998
- -------------------------------------------
Casey G. Cowell
Director ____________, 199_
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James E. Cowie
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<PAGE>
Signature Title Date
/s/ DAVID W. DORMAN Director December 31, 1998
- -------------------------------------------
David W. Dorman
/s/ JEAN-LOUIS GASSEE Director December 31, 1998
- -------------------------------------------
Jean-Louis Gassee
/s/ PHILIP C. KANTZ Director December 31, 1998
- -------------------------------------------
Philip C. Kantz
/s/ PAUL G. YOVOVICH Director December 31, 1998
- -------------------------------------------
Paul G. Yovovich
/s/ WILLIAM F. ZUENDT Director December 31, 1998
- -------------------------------------------
William F. Zuendt
</TABLE>
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<PAGE>
3COM CORPORATION
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
Exhibit
Number Description
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4.1 Amended and Restated 3Com Corporation 1984 Employee Stock
Purchase Plan, effective September 24, 1998.
4.2 Amended 3Com Corporation Director Stock Option Plan, effective
September 24, 1998.
4.3 Amended 3Com Corporation 1983 Stock Option Plan, effective
October 7, 1997.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, as to legality of securities being registered.
23.1 Consent of Deloitte & Touche, LLP, Independent Auditors.
23.2 Consent of Grant Thornton, LLP.
23.3 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-4).
II-6
AMENDED AND RESTATED
3COM CORPORATION
1984 EMPLOYEE STOCK PURCHASE PLAN
(As Amended Effective September 24, 1998)
1. Purpose. The 3Com Corporation 1984 Employee Stock Purchase Plan (the "Prior
Plan") was established to provide eligible employees of 3Com Corporation
("3Com") and any current or future subsidiary corporation(s) of 3Com
(collectively referred to as the "Company") with an opportunity through payroll
deductions to acquire common stock of 3Com. The Prior Plan has been amended from
time to time. On September 28, 1995, the Board of Directors of 3Com (the
"Board") amended and restated the Prior Plan as amended in order to make various
changes to the Prior Plan considered beneficial for continuing to carry out the
purposes of such plan, all in the form set forth herein (the "Plan"). For
purposes of the Plan, a parent corporation and a subsidiary corporation shall be
as defined in sections 424(e) and 424(f) of the Internal Revenue Code of 1986,
as amended (the "Code"). The Company intends that the Plan shall qualify as an
"employee stock purchase plan" under section 423 of the Code (including any
future amendments or replacements of such section), and the Plan shall be so
construed. Any term not expressly defined in the Plan but defined for purposes
of section 423 of the Code shall have the same definition herein. Because an
eligible employee who participates in the Plan (a "Participant") may withdraw
the Participant's accumulated payroll deductions and terminate participation in
the Plan or any Offering (as defined below) therein at any time during an
Offering Period (as defined below), the Participant is, in effect, given an
option which may or may not be exercised during any Offering Period.
2. Share Reserve. The maximum number of shares which may be issued under the
Plan shall be 22,000,000 shares of 3Com's authorized but unissued common stock
(the "Shares"). In the event that any option granted under the Plan (an
"Option") for any reason expires or is terminated, the Shares allocable to the
unexercised portion of such Option may again be subjected to an Option.
3. Administration. The Plan shall be administered by the Board and/or by a duly
appointed committee of the Board having such powers as shall be specified by the
Board. Any subsequent references to the Board shall also mean the committee if
it has been appointed. All questions of interpretation of the Plan or of any
Options shall be determined by the Board and shall be final and binding upon all
persons having an interest in the Plan and/or any Option. Subject to the
provisions of the Plan, the
<PAGE>
Board shall determine all of the relevant terms and conditions of Options
granted pursuant to the Plan; provided, however, that all Participants granted
Options pursuant to the Plan shall have the same rights and privileges within
the meaning of section 423(b)(5) of the Code. All expenses incurred in
connection with the administration of the Plan shall be paid by the Company.
4. Eligibility. Any regular employee of the Company is eligible to participate
in the Plan and any Offering (as hereinafter defined) under the Plan except the
following:
(a) employees who are customarily employed by the Company for less than
twenty (20) hours a week;
(b) employees who own or hold options to purchase or who, as a result
of participation in the Plan, would own or hold options to purchase stock of the
Company possessing five percent (5%) or more of the total combined voting power
or value of all classes of stock of the Company within the meaning of section
423(b)(3) of the Code; and
(c) with respect to participation in the Additional Chipcom Offering
described in paragraph 5(a) below, employees who were not employed by the
Company or Chipcom Corporation ("Chipcom") as of October 2, 1995.
5. Offerings.
(a) Offering Periods Beginning On or After October 1, 1995. Effective
for offerings commencing on or after October 1, 1995, the Plan shall be
implemented by sequential offerings (individually, an "Offering") of
approximately six (6) months duration (an "Offering Period"). Effective October
1, 1995, Offerings shall commence on April 1 and October 1 of each year and end
on the first September 30 and March 31, respectively, occurring thereafter. An
additional Offering shall commence upon the date immediately following the
Effective Time (as defined in the Agreement and Plan of Merger dated as of July
26, 1995 by and among 3Com, Chipcom Acquisition Corporation, a wholly-owned
subsidiary of 3Com and Chipcom) and shall end on March 31, 1996 (the "Additional
Chipcom Offering"). An additional Offering shall commence upon the date
immediately following the Effective Time (as defined in the Amended and Restated
Agreement and Plan of Merger, dated as of February 26, 1997 and amended as of
March 14, 1997 by and among 3Com, TR Acquisitions Corporation, a wholly-owned
subsidiary of 3Com, 3Com (Delaware) Corporation, a wholly-owned subsidiary of
3Com and U.S. Robotics Corporation (the "USR Merger Agreement")) and shall end
on September 30, 1997 (the "Additional USR Offering"). Notwithstanding the
foregoing, the Board may establish a different term for one or more Offerings
and/or different commencing and/or ending dates for such
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<PAGE>
Offerings; provided, however, that no Offering may exceed a term of twenty-seven
(27) months. An employee who becomes eligible to participate in the Plan after
an Offering Period has commenced shall not be eligible to participate in such
Offering but may participate in any subsequent Offering provided such employee
is still eligible to participate in the Plan as of the commencement of any such
subsequent Offering. The first day of an Offering Period shall be the "Offering
Date" for such Offering Period. The last day of each Offering Period shall be
the "Purchase Date" for such Offering Period. In the event the first and/or last
day of an Offering Period is not a business day, the Company shall specify the
business day that will be deemed the first or last day, as the case may be, of
the Offering Period.
(b) Offering Periods Beginning Prior to October 1, 1995. Offering
Periods which began prior to October 1, 1995 and were in effect on the date of
this amendment shall continue in effect, subject to the terms and conditions of
the Plan as in effect immediately prior to this amendment.
(c) Governmental Approval; Shareholder Approval. Notwithstanding any
other provision of the Plan to the contrary, any Option granted pursuant to the
Plan shall be subject to (i) obtaining all necessary governmental approvals
and/or qualifications of the sale and/or issuance of the Options and/or the
Shares, and (ii) in the case of Options with an Offering Date after an amendment
to the Plan, obtaining any necessary approval of the shareholders of the Company
required in paragraph 17.
6. Participation in the Plan.
(a) Initial Participation. An eligible employee may elect to become a
Participant effective as of the first Offering Date after satisfying the
eligibility requirements set forth in paragraph 4 above by delivering a
subscription agreement authorizing payroll deductions (a "Subscription
Agreement") to the Company's Stock Administration office not later than fifteen
(15) calendar days, or such other period as the Company may determine in its
sole discretion, prior to such Offering Date. Such Subscription Agreement shall
state the eligible employee's election to participate in the Plan and the rate
at which payroll deductions shall be accumulated. An eligible employee who does
not deliver a Subscription Agreement to the Company's Stock Administration
office at least fifteen (15) calendar days, or such period as the Company may
determine in its sole discretion, prior to the first Offering Date after
becoming eligible to participate in the Plan, shall not participate in the Plan
for that Offering Period or for any subsequent Offering Period unless such
employee
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<PAGE>
subsequently enrolls in the Plan by filing a Subscription Agreement with the
Company in accordance with this paragraph 6(a).
(b) Automatic Participation in Subsequent Offerings. A Participant
shall automatically participate in each subsequent Offering Period until such
time as such Participant ceases to be eligible as provided in paragraph 4, the
Participant withdraws from the Plan pursuant to paragraph 10 below, or the
Participant terminates employment as provided in paragraph 11 below. A
Participant is not required to file an additional Subscription Agreement for
such Offering Periods in order to automatically participate therein. Unless
otherwise indicated in a subsequently filed Subscription Agreement, the rate at
which payroll deductions shall be accumulated with respect to any such
subsequent Offering Period shall equal the rate applicable to the immediately
preceding Offering Period.
7. Purchase Price. The purchase price at which Shares may be acquired in any
Offering Period under the Plan shall be eighty-five percent (85%) of the lesser
of (a) the fair market value of the Shares on the Offering Date of such Offering
Period or (b) the fair market value of the Shares on the Purchase Date of such
Offering Period. For purposes of the Plan, the fair market value of the Shares
at any point in time shall be determined by the Board based on such factors as
the Board deems relevant; including, without limitation, the mean of the bid and
asked price of the Shares on the date in question as reported by the National
Association of Securities Dealers Automated Quotation System.
8. Payment of Purchase Price; Payroll Deductions.
(a) Accumulation of Payroll Deductions. The purchase price of Shares to
be acquired in an Offering Period shall be accumulated only by payroll
deductions over the Offering Period. Payroll deductions from a Participant's
compensation on each payday during the Offering Period (i) shall not exceed ten
percent (10%) of such Participant's base pay per month reduced by any payroll
deductions from such Participant's compensation to purchase stock under any
other plan of the Company intended to qualify as an "employee stock purchase
plan" under section 423 of the Code, and (ii) shall not be less than one percent
(1%) of the Participant's base pay per month. For purposes hereof, a
Participant's "base pay" from the Company is an aggregate that (i) shall include
all salaries and commissions, and (ii) shall not include annual awards or
incentive bonuses and any other payments not specifically referenced in (i)
above, except to the extent that the inclusion of any such item with respect to
all Participants on a non-discriminatory basis is specifically approved by the
Board. Payroll
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<PAGE>
deductions shall commence on the first payday following the first day of a
Offering Period or as soon as administratively feasible thereafter and shall
continue to the end of such Offering Period unless sooner altered or terminated
as provided in the Plan.
(b) Election to Change Payroll Deduction Rate. A Participant may
decrease (but not increase) the rate of payroll deductions with respect to an
Offering Period only on or before and effective as of the date three (3) months
after the beginning of such Offering Period by filing an amended Subscription
Agreement with the Company. A Participant may increase or decrease the rate of
payroll deductions for any subsequent Offering Period by filing a new
Subscription Agreement with the Company not later than fifteen (15) calendar
days, or such other period as the Company may determine in its sole discretion,
prior to the beginning of such subsequent Offering Period.
(c) Participant Accounts. Individual accounts shall be maintained for
each Participant. All payroll deductions from a Participant's compensation shall
be credited to the Participant's account under the Plan and shall be deposited
with the general funds of the Company. No interest shall accrue on such payroll
deductions. All payroll deductions received or held by the Company may be used
by the Company for any corporate purpose.
9. Purchase of Shares.
(a) Purchase. On the Purchase Date of each Offering Period, each
remaining Participant shall automatically purchase, subject to the limitations
set forth in paragraphs 9(b) and 9(c) below, that number of whole Shares arrived
at by dividing the total amount theretofore credited to the Participant's
account pursuant to paragraph 8(c) by the purchase price established for such
Offering Period pursuant to paragraph 7. Any cash balance remaining in the
Participant's Plan account shall be refunded to the Participant as soon as
practicable after the Purchase Date. In the event the cash to be returned to a
Participant pursuant to the preceding sentence is an amount less than the amount
necessary to purchase a whole Share, such amount shall continue to be credited
to the Participant's Plan account and shall be applied toward the purchase of
Shares in the immediately subsequent Offering Period. No Shares shall be
purchased in a given Offering Period on behalf of a Participant whose
participation in the Plan has terminated prior to the Purchase Date for such
Offering Period.
(b) Share Limitation. Subject to the adjustments set forth in
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<PAGE>
paragraph 13 below, no Participant shall be entitled to purchase more than 1,000
Shares in a single Offering.
(c) Fair Market Value Limitation. Notwithstanding any other provision
of the Plan, no Participant shall be entitled to purchase Shares under the Plan
(or any other employee stock purchase plan which is intended to meet the
requirements of section 423 of the Code sponsored by 3Com or a parent
corporation or subsidiary corporation of 3Com) at a rate which exceeds $25,000
in fair market value (or such other limit as may be imposed by section 423 of
the Code) for each calendar year in which the Participant participates in the
Plan or any other employee stock purchase plan described in this sentence, as
determined in accordance with section 423(b)(8) of the Code.
(d) Pro Rata Allocation. In the event the number of Shares which might
be purchased by all Participants in the Plan exceeds the number of Shares
available in the Plan, the Company shall make a pro rata allocation of the
remaining Shares in as uniform a manner as shall be practicable and as the
Company shall determine to be equitable.
(e) Rights as a Shareholder and Employee. A Participant shall have no
rights as a shareholder by virtue of the Participant's participation in the Plan
until the date of issuance of a stock certificate(s) for the Shares being
purchased pursuant to the exercise of the Participant's Option. No adjustment
shall be made for dividends or distributions or other rights for which the
record date is prior to the date such stock certificate(s) are issued. Nothing
herein shall confer upon a Participant any right to continue in the employ of
the Company or interfere in any way with any right of the Company to terminate
the Participant's employment at any time.
(f) The Company may, from time to time, establish or change (i)
limitations on the frequency and/or number of changes in the amount withheld
during an Offering, (ii) an exchange ratio applicable to amounts withheld in a
currency other than U.S. dollars, (iii) procedures for permitting unequal
percentages of payroll withholding from a Participant's compensation in order to
accommodate the Company's established payroll procedures or mistakes or delays
in following those procedures when processing Participants' withholding
elections, and (iv) such other limitations or procedures as deemed advisable by
the Company in the Company's sole discretion which are consistent with the Plan
and section 423 of the Code.
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<PAGE>
(g) Any portion of a Participant's Option remaining unexercised after
the end of the Offering Period to which such right relates shall expire
immediately upon the end of such period.
10. Withdrawal.
(a) Withdrawal From the Plan. A Participant may withdraw from the Plan
by signing and delivering to the Company's payroll office, a written notice of
withdrawal on a form provided by the Company for such purpose. Such withdrawal
may be elected at any time, and if prior to the end of an Offering Period shall
be effective for that Offering Period. A Participant is prohibited from again
participating in an Offering upon withdrawal from the Plan during such Offering.
A Participant who elects to withdraw from the Plan may again participate in the
Plan by filing a new Subscription Agreement in the same manner as set forth in
paragraph 6(a) above for initial participation in the Plan. The Company may
impose, from time to time, a requirement that the notice of withdrawal be on
file with the Company for a reasonable period of time prior to the effectiveness
of the Participant's withdrawal from the Plan.
(b) Return of Payroll Deductions. Upon withdrawal from the Plan, the
accumulated payroll deductions credited to a withdrawing Participant's account
shall be returned to the Participant and the Participant's interest in the Plan
shall terminate. No interest shall accrue on the payroll deductions of a
Participant.
11. Termination of Employment. Termination of a Participant's employment with
the Company for any reason, including retirement or death, or the failure of a
Participant to remain an eligible employee, shall terminate the Participant's
participation in the Plan immediately. Upon such termination, the payroll
deductions credited to the Participant's account shall be returned to the
Participant (or in the case of the Participant's death, to the Participant's
legal representative) and all of the Participant's rights under the Plan shall
terminate. A Participant whose participation has been so terminated may again
become eligible to participate in the Plan by again satisfying the requirements
of paragraphs 4 and 6.
12. Repayment of Payroll Deductions Without Interest. In the event a
Participant's interest in the Plan is terminated, the Company shall deliver to
the Participant (or in the case of the Participant's death or incapacity, to the
Participant's legal representative) the payroll deductions credited to the
Participant's account. No interest shall accrue
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<PAGE>
on the payroll deductions of a Participant.
13. Capital Changes. In the event of changes in the common stock of the Company
due to a stock split, reverse stock split, stock dividend, combination,
reclassification or like change in the Company's capitalization, or in the event
of any merger, sale or reorganization, appropriate adjustments shall be made by
the Company in (a) the number and class of Shares of stock subject to the Plan
and to any outstanding Option, (b) the purchase price per Share of any
outstanding Option and (c) the Share limitation set forth in paragraph 9(b)
above.
14. Nonassignability. Only the Participant may elect to exercise the
Participant's Option during the Participant's lifetime, and no rights or
accumulated payroll deductions of any Participant under the Plan may be pledged,
assigned or transferred for any reason, except by will or the laws of descent
and distribution, and any such attempt may be treated by the Company as an
election by the Participant to withdraw from the Plan.
15. Reports. Each Participant shall receive after the last day of each Offering
Period a report of the Participant's account setting forth the total payroll
deductions accumulated, the number of Shares purchased and the remaining cash
balance to be carried over and/or refunded pursuant to paragraph 9(a) above, if
any.
16. Plan Term. This Plan shall continue until terminated by the Board or until
all of the Shares reserved for issuance under the Plan have been issued.
17. Amendment or Termination of the Plan. The Board may at any time amend or
terminate the Plan, except that such termination cannot affect Options
previously granted under the Plan except as otherwise permitted by the Plan, nor
may any amendment make any change in an Option previously granted under the Plan
which would adversely affect the right of any Participant except as otherwise
permitted by the Plan, nor may any amendment be made without approval of the
shareholders of the Company within twelve (12) months of the adoption of such
amendment if such amendment would authorize the sale of more shares than are
authorized for issuance under the Plan or would change the designation of
corporations whose employees may be offered Options under the Plan.
Notwithstanding any other provision of the Plan to the contrary, in the event of
an amendment to the Plan which affects the rights or privileges of Options to be
offered under the Plan, each Participant with an outstanding Option shall have
the right to exercise such outstanding Option on the effective date of the
amendment and to participate in the Plan for the remaining term of such
-8-
<PAGE>
outstanding Option pursuant to the terms and conditions of the Plan as amended.
If in accordance with the preceding sentence a Participant elects to exercise
such outstanding Option and to commence participation in the Plan as amended on
the effective date of such amendment, the Participant shall be deemed to have
received a new Option on such effective date, and such effective date shall be
deemed the Offering Date for such Option.
-9-
3Com CORPORATION
DIRECTOR STOCK OPTION PLAN
(As Amended Effective September 24, 1998)
1. Purpose. It is the purpose of this Director Stock Option Plan (the
"Plan") to enable 3Com CORPORATION (the "Company") and its subsidiaries to
retain and provide incentives to outside directors by offering them an
opportunity to acquire a proprietary interest in the Company.
2. Eligibility and Administration. Eligible participants shall be
limited to outside directors of the Company and its subsidiaries. The Plan shall
be administered either by the full Board of Directors or by a committee of the
Company's Board of Directors (the "Board") consisting solely of two or more
Non-Employee Directors (as such term is defined in Rule 16b-3 promulgated under
the Securities Exchange Act of 1934). The Board and such committee are both
referred to as the Board and the committee (if one is appointed) shall have all
the powers of the Board hereunder, including, without limitation, the authority
to, from time to time, establish guidelines (the "Guidelines") that determine
the number of shares to be subject to the options granted under the Plan,
subject to the per option limits set forth in Sections 4(b) and 4(c) and the
restriction on amendment of the Guidelines set forth in Section 9. The
Guidelines must provide that on each grant date, the number of shares of Common
Stock subject to each option automatically granted pursuant to Section 4(b) or
4(c), as the case may be, shall be equal for each eligible participant, subject
to distinctions based on the outside director's position as Chairman of the
Board, designation as the "lead" outside director, and service on Board
committees. All questions of interpretation of the Plan or of any option shall
be determined by the Board, and such determinations shall be final and binding
upon all persons having an interest in the Plan or such option.
3. Shares Subject to Plan.
(a) Subject to adjustment as provided in Section 3(b), the
maximum number of shares of the Company's common stock ("Common Stock") and
rights to acquire Common Stock that may be issued pursuant to this Plan shall be
3,000,000 shares. Options or shares that are issued to participants under the
Plan and terminate without being exercised shall revert to the status of
authorized but unissued options or shares under the Plan.
(b) In the event of any stock dividend, stock split, reverse
stock split, recapitalization, combination, reclassification or similar change
in the capital structure of the Company, appropriate adjustments shall be made
in the number and class of shares subject to the Plan, the Guidelines and the
per option limits set forth in Section 4, and to any outstanding options granted
under the Plan, and in the exercise price of such outstanding options.
1
<PAGE>
4. Rights Issuable Under the Plan.
(a) During the term of the Plan, eligible participants shall be
granted options to acquire shares of the Common Stock of the Company ("Options")
as provided in this Section 4. Each Option shall be exercisable immediately as
to all shares of Common Stock subject to the Option and shall vest in 24 monthly
increments. All Options shall be subject to the terms and conditions set forth
in the form of Nonqualified Stock Option Agreement attached hereto as Exhibit 1;
provided, however, that the Board may at the time of grant of any Option make
such modifications to such terms and conditions as are otherwise in compliance
with the restrictions contained in the Plan.
(b) The Board shall grant an Option to purchase that number of
shares as may be specified in the Guidelines then currently in effect (the
"Guideline Amount") for service as a director, not to exceed 60,000 shares of
Common Stock (or 80,000 shares if the participant is the Chairman of the Board
on the date of grant), to each eligible participant at the first Board meeting
following the date upon which he or she first becomes eligible. Thereafter, the
Board shall grant an additional Option to purchase that number of shares equal
to the Guideline Amount as a director, not to exceed 60,000 shares of Common
Stock (or 80,000 shares if the participant is the Chairman of the Board on the
date of grant), to an eligible participant following the vesting in full of the
Option of that eligible participant most recently granted under this Section
4(b) for service as a director. Such additional grant shall be made at the first
Board meeting following the vesting in full of such most recently granted
Option.
(c) In addition to the Options granted by the Board pursuant to
Section 4(b), the Board shall grant an Option to purchase that number of shares
equal to the Guideline Amount for service on a Standing Committee, not to exceed
24,000 shares of Common Stock, to each eligible participant serving on a
Standing Committee of the Board at the first meeting of the Board occurring on
or after the date on which he or she begins to serve on a Standing Committee. A
Standing Committee shall mean either the Audit Committee or the Compensation
Committee of the Board. Thereafter, the Board shall grant an additional Option
to purchase that number of shares equal to the Guideline Amount for service on a
Standing Committee, not to exceed 24,000 shares of Common Stock, to each
eligible participant who continues to serve on a Standing Committee following
the vesting in full of the Option of that eligible participant most recently
granted under this Section 4(c). Such additional grant shall be made at the
first Board meeting following the vesting in full of such most recently granted
Option.
5. Consideration. The exercise price for Options shall be payable by
(i) delivery of cash or check, (ii) tender of shares of Common Stock having a
fair market value equivalent to the purchase or exercise price, or (iii)
delivery of a promissory note payable to the Company; provided, however, that
the Board may impose at the time of any grant of rights hereunder such
restrictions on the exchange of Common Stock or delivery of a promissory note as
the Board may deem appropriate or necessary and that any promissory note shall
be secured by such collateral as is required by the attached form of
Nonqualified Stock Option Agreement, or as the Board shall otherwise determine.
2
<PAGE>
6. Exercise Price. The exercise price payable upon exercise of any
Option shall be equal to the fair market value of a share of Common Stock as
determined by the Board on the date of grant.
7. Limitation on Exercisability. No right granted hereunder shall be
exercisable for a period of more than five years after the date of grant.
8. Restriction on Transfer of Options. No Option may be transferred in
any manner whatsoever, other than by the laws of descent and distribution.
Options may be exercised during the lifetime of the optionee only by the
optionee.
9. Termination or Amendment. The Board, including any duly appointed
committee of the Board of Directors, may terminate or amend the Plan at any
time; provided, however, that without the approval of the shareholders of the
Company, there shall be (a) no increase in the total number of shares of stock
covered by the Plan (except by operation of the provisions of Section 3(b),
above), and (b) no expansion in the class of persons eligible to receive
Options. In any event, no amendment may adversely affect any then outstanding
Option, or any unexercised portion thereof, without the consent of the optionee.
3
3Com CORPORATION
1983 STOCK OPTION PLAN
(As Amended Effective October 7, 1997)
1. Purpose. The 3Com Corporation 1983 Stock Option Plan (the Plan) is
established to create additional incentive for key employees of 3Com Corporation
and any present or future parent and/or subsidiary corporation of such
corporation (collectively referred to as the Company) to promote the financial
success and progress of the Company. For purposes of the Plan, a parent
corporation and a subsidiary corporation shall be defined in sections 425(e) and
425(f) of the Internal Revenue Code of 1954, as amended (the Code).
2. Administration. The Plan shall be administered by the Board of
Directors (the Board) and/or by a duly appointed committee of the Board having
such powers as shall be specified by the Board. Any subsequent references to the
Board shall also mean the committee if it has been appointed. All questions of
interpretation of the Plan or of any options granted under the Plan (an Option)
shall be determined by the Board, and such determinations shall be final and
binding upon all persons having an interest in the Plan and/or any Option.
Options may be either incentive stock options as defined in Section 422A of the
Code or nonqualified stock options. All incentive stock options and nonqualified
stock options granted to an Optionee shall be set forth in separate Options.
3. Eligibility.
(a) Eligible Persons. The Options may be granted only to
employees (including officers) of the Company. The Board shall, in its sole
discretion, determine which persons shall be granted Options (an Optionee). A
director of the of the Company shall not be granted an Option unless the
director is also an employee of the Company. An Optionee may, if he is otherwise
eligible, be granted additional Options.
(b) Fair Market Value Limitation. Notwithstanding any other
provisions in the Plan to the contrary, any Option which is designated as an
incentive stock option and is granted pursuant to the Plan on or after January
1, 1987 shall comply with the limitations set forth in section 422A(b)(7) of the
Internal Revenue Code of 1986 (the 1986 Code) (i.e., shall not become
exercisable at a rate faster than $100,000 per calendar year). In the event an
Option is subsequently determined to have exceeded the foregoing limitation, the
Option shall be amended, if necessary, in accordance with applicable Treasury
Regulations and rulings to preserve, as the first priority, to the maximum
possible extent, the status of the Option as an incentive stock option and to
preserve, as a second priority, to the maximum possible extent, the total number
of shares subject to the
<PAGE>
Option. Notwithstanding the above, the Board of Directors shall have the
authority, in its sole discretion, to amend the Plan to eliminate the limitation
set forth in the first sentence of this paragraph or any limitation set forth in
the Plan setting forth or otherwise designed to comply with the provisions of
section 441A(b)(8) of the Internal Revenue Code of 1954, as amended prior to the
Tax Reform Act of 1986 (the 1954 Code), and/or to grant Options which comply
with either limitation referred to above but which do not comply with both such
limitations.
4. Shares Subject to Option. The maximum number of share which may be
issued under the Plan shall be 59,800,000 shares of the Companys authorized but
unissued common stock, subject to adjustment as provided in paragraph 7. In the
event that any outstanding Option for any reason expires or is terminated and/or
shares subject to repurchase are repurchased by the Company, the shares of
common stock allocable to the unexercised portion of such Option or so
repurchased may again be subjected to an Option.
5. Time for Granting Options. All options shall be granted, if at all,
on or before July 8, 2002.
6. Terms, Conditions and Form of Options. Subject to the provisions of
the Plan, the Board shall determine for each Option (which need not be
incidental) the number of shares for which the Option shall be granted, the
option price of the Option, the exercisability of the Option, whether the Option
is a nonqualified stock option or an incentive stock option, and all other terms
and conditions of the Option not inconsistent with this paragraph 6. Options
granted pursuant to the Plan shall be evidenced by written agreements specifying
the number of shares covered thereby, in such form as the Board shall from time
to time establish, and shall comply with and be subject to the following terms
and conditions:
(a) Option Price.
(i) The option price for any incentive stock option
shall be not less than the fair market value as determined by the Board of the
shares of common stock of 3Com on the date of the granting of such Option,
except that, as to an Optionee who at the time the Option is granted owns stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company within the meaning of section 422A(b)(6) of the Code (a Ten
Percent Owner Optionee), the option price for any incentive stock option granted
to the Ten Percent Owner Optionee shall not be less than 110% of the fair market
value of the shares on the date the Option is granted.
(ii) The option price for any nonqualified stock
option
<PAGE>
shall be not less than 85% of the fair market value as determined by the Board
of the shares of common stock of 3Com on the date of granting of such Option.
(b) Exercise Period of Options. The Board shall have the power
to set the time or times within which each Option shall be exercisable or the
event or events upon the occurrence of which all or a portion of each Option
shall be exercisable and the term of each Option; provided, however, that no
Option shall be exercisable after the expiration of ten (10) years from the date
such Option is granted, and provided further that no Option granted to a Ten
Percent Owner Optionee which is extended to be an incentive stock option shall
be exercisable after the expiration of five (5) years from the date such Option
is granted.
(c) Stockholder Approval. An Option is not exercisable until
such time as the Plan is duly approved by the stockholders of the Company.
(d) Payment of Option Price. Payment of the option price for
the number of shares being purchased shall be made (1) in cash, (2) by tender to
the Company of shares of the Companys common stock which (a) either has been
owned by the Optionee for more than one (1) year or was not acquired, directly
or indirectly from the Company, and (b) has a fair market value not less than
the option price, or (3) by such other consideration (including, without
limitation, the Optionees promissory note) as the Board may approve at the time
the Option is granted. Notwithstanding the foregoing, the Option may not be
exercised by the tender of the Companys common stock to the extent such tender
of stock would constitute a violation of the provisions of section 500 et seq.
of the California Corporations Code, or the corresponding provisions of other
applicable law. In the event the Board permits the exercise of an Option in
whole or in part by means of the Optionees promissory note, the Board shall
determine the provisions of such note; provided, however, that the note shall
not represent more than ninety-five (95%) of the option price, the principal
shall be due and payable not more than four (4) years after the Option is
exercised and interest shall be payable at least annually and be at least equal
to the minimum interest rate to avoid imputed interest pursuant to section 483
of the Code.
(e) Sequential Exercise Limitation. Notwithstanding any other
provision of the Plan to the contrary, the Board of Directors shall have the
authority, in its sole discretion, to grant Options on or after January 1, 1987
designated as incentive stock options which are subject to any restrictions on
exercise set forth in the Plan setting forth or otherwise designed to comply
with the provisions of section 422A(b)(7) of the 1954 Code.
<PAGE>
(f) Options Non-Transferable. During the lifetime of the
Optionee, the Option shall be exercisable only by said Optionee. No Option shall
be assignable or transferable by the Optionee, except by will or by the laws of
descent and distribution.
(g) Standard Option Terms.
(i) Incentive Stock Options. Unless otherwise
provided for the Board in the grant of an Option, an Option designated by the
Board as an incentive stock option shall comply with and be subject to terms and
conditions set forth in the form of Incentive Stock Option Agreement attached
hereto as Exhibit A and incorporated herein by reference.
(ii) Nonqualified Stock Options. Unless otherwise
provided for by the Board in the grant of an Option, an Option designated by the
Board as a nonqualified stock option shall comply with and be subject to the
terms and conditions set forth in the form of Nonqualified Stock Option
Agreement attached hereto as Exhibit B and incorporated herein by reference.
(iii) Authority to Vary Terms. The Board shall have
the authority from time to time to vary the terms of the option agreements set
forth as Exhibits A and/or B either in connection with the grant of an
individual Option or in connection with the authorization of a new standard form
or forms; provided, however, that the terms and conditions of such option
agreements shall be in accordance with the terms of the Plan. Such authority
shall include, but not by way of limitation, the authority to grant Options
which are not immediately exercisable.
7. Effect of Change in Stock Subject to Plan. Appropriate adjustments
shall be made in the number and class of shares of stock subject to this Plan
and to any outstanding Options and in the exercise price of any outstanding
Options in the event of a stock dividend, stock split, reverse stock split or
like change in the capital structure of the Company.
8. Termination or Amendment of Plan. The Board may at any time
terminate or amend the Plan, provided that without stockholder approval there
shall be (i) no change in the maximum number of shares covered by the Plan
(except by operation of the provisions of Paragraph 7 above); (ii) no change in
the class of persons eligible to received Options; (iii) no reduction in the
exercise price at which Options may be granted; and (iv) no extensions to the
periods during which Options may be granted or exercised.
<PAGE>
9. Effect of Prior Plan as to Outstanding Options. The Company has
heretofore adopted the 3Com Corporation Amended and Restated Incentive Stock
Option Plan (the Earlier Plan). The Plan in all respects is independent of and
not a continuation or amendment of the Earlier Plan. Accordingly, the terms of
the Earlier Plan shall remain in effect and apply to Options granted pursuant to
the Earlier Plan.
Exhibit 5.1
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD JOHN ARNOT WILSON
PALO ALTO, CALIFORNIA 94304-1050 RETIRED
TELEPHONE 650-493-9300 FACSIMILE 650-493-6811
January 11, 1999
3Com Corporation
5400 Bayfront Plaza
Santa Clara, CA 95052
Re: Registration Statement on Form S-8
Employee Stock Purchase Plan, Director Stock Option Plan and
1983 Stock Option Plan
Ladies and Gentlemen:
We have examined (i) the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by 3Com Corporation, a Delaware
corporation (the "Company" or "you"), with the Securities and Exchange
Commission on or about January 12, 1999, in connection with the registration
under the Securities Act of 1933, as amended (the "Act"), of (a) an aggregate of
2,000,000 additional shares (the "ESPP Shares") of your Common Stock, $0.01 par
value, reserved for issuance pursuant to the Company's 1984 Employee Stock
Purchase Plan (the "Purchase Plan"); (b) an aggregate of 1,000,000 additional
shares (the "Director Shares") of your Common Stock, $0.01 par value, reserved
for issuance pursuant to the Company's Director Stock Option Plan (the "Director
Plan"); and (c) an aggregate of 7,000,000 additional shares (the "Option
Shares") of your Common Stock, $0.01 par value, reserved for issuance pursuant
to the Company's 1983 Stock Option Plan (the "Option Plan"); and (ii) the
Prospectuses expected to be dated January 12, 1999, that relate to the Purchase
Plan, the Director Plan, the Option Plan and to such Registration Statement
pursuant to Rule 428(a)(1) promulgated under the Act (the "Prospectuses"). As
your legal counsel, we have reviewed the actions proposed to be taken by you in
connection with the proposed sale and issuance of the ESPP Shares, the Director
Shares and the Option Shares by the Company under the Purchase Plan, the
Director Plan and the Option Plan, respectively.
It is our opinion that, upon completion of the actions being taken, or
contemplated by us as your counsel to be taken, by you prior to the issuance of
the Shares pursuant to the Registration Statement, the Prospectuses, the
Purchase Plan, the Director Plan and the Option Plan, and assuming that the ESPP
Shares are issued in accordance with the provisions of the Purchase Plan, the
Director Shares are issued in accordance with the provisions of the Director
Plan and the Option Shares are issued in accordance with the provisions of the
Option Plan and the related option agreements thereunder, the Shares will be
legally and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, the Prospectuses, and any subsequent amendment thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
Exhibit 23.1
CONSENT OF DELOITTE & TOUCHE, LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement of
3Com Corporation on Form S-8 (and related prospectus(es) pertaining to the 1984
Employee Stock Purchase Plan, the Director Stock Option Plan and the 1983 Stock
Option Plan) of our report dated June 23, 1998 appearing in the Annual Report on
Form 10-K of 3Com Corporation for the year ended May 31, 1998.
DELOITTE & TOUCHE, LLP
/S/ DELOITTE & TOUCHE, LLP
San Jose, California
January 6, 1999
Exhibit 23.2
CONSENT OF GRANT THORNTON, LLP
We consent to the incorporation by reference in this Registration Statement on
Form S-8 and related prospectus(es) pertaining to the 1984 Employee Stock
Purchase Plan, the Director Stock Option Plan and the 1983 Stock Option Plan of
3Com Corporation of our report dated November 4, 1996, included in 3Com
Corporation's Annual Report on Form 10-K for the fiscal year ended May 31, 1998,
with respect to the consolidated financial statements and schedule of U.S.
Robotics Corporation and Subsidiaries for the year ended September 29, 1996 not
included therein.
GRANT THORNTON, LLP
/s/ GRANT THORNTON, LLP
Chicago, Illinois
January 6, 1999
