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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 25, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
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DELAWARE 94-2605794
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
5400 BAYFRONT PLAZA
SANTA CLARA, CA 95052-8145
(408) 326-5000
(Address of Principal Executive Offices)
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KERBANGO, INC.
1999 STOCK OPTION PLAN
KERBANGO, INC.
FOUNDERS RESTRICTED STOCK PURCHASE AGREEMENTS WITH
CARL HEWITT, JONATHAN FITCH AND JAMES S. GABLE
(Full Title of the Plans)
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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)
COPY TO:
KATHY WOEBER GARDNER, ESQ
ORRICK, HERRINGTON & SUTCLIFFE LLP
400 SANSOME STREET
SAN FRANCISCO, CALIFORNIA 94111
(415) 392-1122
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED PROPOSED AMOUNT OF
TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED (1) PRICE PER SHARE OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
Kerbango, Inc. 1999 Stock Option Plan: 311,597 shares $0.38 (2) $118,602.03 (2) $31.31
3Com Common Stock, par value $0.01 217,547 shares $17.03 (2) $3,704,825.41 (2) $978.07
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Kerbango, Inc. Founders Restricted Stock
Purchase Agreements with Carl Hewitt,
Jonathan Fitch and James S. Gable:
3Com Common Stock, par value $0.01 1,049,603 shares $17.03 (3) $17,874,739.09 (3) $4,718.93
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TOTAL 1,578,747 shares $21,698,166.53 $5,728.31
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under any of the Plans by reason of
any stock dividend, stock split, recapitalization or other similar
transaction effected without the Registrant's receipt of consideration
which results in an increase in the number of the Registrant's
outstanding shares of Common Stock.
(2) The Proposed Maximum Offering Price Per Share represents a weighted
average of the following estimates calculated in accordance with Rule
457(h) under the Securities Act of 1933, as amended (the "Securities
Act"). With respect to 311,597 shares subject to outstanding options to
purchase Common Stock under the plans described above (collectively,
the "Plans"), the Proposed Maximum Offering Price Per Share is equal to
the weighted average exercise price of $0.38 per share pursuant to Rule
457(h) under the Securities Act. With respect to 217,547 shares of
Common Stock subject to rights of repurchase under the Plan, the
estimated Proposed Maximum Offering Price Per Share was calculated
pursuant to Rules 457(c) and 457(h) under the Securities Act on the
basis of $17.03 per share, the average of the high and low price of
the Common Stock on the Nasdaq National Market on August 23, 2000.
(3) The Proposed Maximum Offering Price Per Share represents a weighted
average of the following estimates calculated in accordance with Rule
457(h) under the Securities Act. With respect to 1,049,603 shares of
Common Stock subject to rights of repurchase under the Agreements, the
estimated Proposed Maximum Offering Price Per Share was calculated
pursuant to Rules 457(c) and 457(h) under the Securities Act on the
basis of $17.03 per share, the average of the high and low price of
the Common Stock on the Nasdaq National Market on August 23, 2000.
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This Registration Statement shall become effective immediately upon filing with
the Securities and Exchange Commission, and sales of the registered securities
will begin as soon as reasonably practicable after such effective date.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) The Registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act");
(b) All reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered
by the Registrant's latest annual report;
(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; and
(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 Registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters 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
Section 145 of the General Corporation Law of the State of Delaware
(the "Delaware Law") authorizes a Delaware corporation to indemnify officers,
directors, employees and agents of the corporation, in connection with actual or
threatened actions, suits or proceedings provided that such officer, director,
employee or agent acted in good faith and in a manner such officer reasonably
believed to be in or not opposed to the corporation's best interests, and, for
criminal proceedings, had no reasonable cause to believe his or her conduct was
unlawful. This authority is sufficiently broad to permit indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act.
The Registrant's By-laws provide for indemnification of officers and
directors to the fullest extent permitted by Delaware Law. In addition, the
Registrant has, and intends in the future to enter into, agreements to provide
indemnification for directors and officers in addition to that provided for in
the By-laws.
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.
2
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT
NUMBER NAME
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5.1 Opinion and Consent of Orrick, Herrington & Sutcliffe LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Orrick, Herrington & Sutcliffe LLP is included
in Exhibit 5.1 to this Registration Statement.
24.1 Power of Attorney is included on signature page of this
Registration Statement.
99.1 Kerbango, Inc. 1999 Stock Option Plan.
ITEM 9. UNDERTAKINGS
(a) 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;
(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. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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)(1)(ii) do not apply if 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.
3
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(b) 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 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.
(c) 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 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.
4
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 the 25th of
August, 2000.
3COM CORPORATION
(Registrant)
By: /s/ ERIC A. BENHAMOU
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Eric A. Benhamou
Chief Executive Officer
POWER OF ATTORNEY
KNOW BY ALL PERSONS BY THESE PRESENTS:
Each of the undersigned directors of 3Com Corporation, a Delaware corporation,
hereby constitutes and appoints Eric A. Benhamou and Michael Rescoe and each of
them, his true and lawful attorneys-in-fact, with full power of substitution,
for him and in his name, place and stead, in his capacity as a director, to
execute this Registration Statement or Registration Statements on Form S-8 under
the Securities Act of 1933, as amended, and any and all amendments (including
post-effective amendments) to such Registration Statements, and to file such
Registration Statements and any and all amendments thereto, with exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto such attorneys-in-fact full power and
authority to do and perform each and every act and thing necessary or desirable
to be done in and about the premises, as fully to all intents and purposes, as
he might or could do in person, and ratify and confirm all that such
attorneys-in-fact or their substitutes may lawfully do or cause to be done by
virtue hereof.
5
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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.
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<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Eric A. Benhamou
--------------------------------------- Chairman of the Board and August 25, 2000
Eric A. Benhamou Chief Executive Officer
(Principal Executive Officer)
/s/ Michael Rescoe
--------------------------------------- Senior Vice President Finance and
Michael Rescoe Planning and Chief Financial Officer August 25, 2000
(Principal Finance and Accounting
Officers)
/s/ James S. Cowie
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James E. Cowie Director August 25, 2000
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Philip C. Kantz Director August 25, 2000
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James R. Long Director August 25, 2000
/s/ Jan Peters
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Jan Peters Director August 25, 2000
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Casey G. Cowell Director August 25, 2000
/s/ David W. Dorman
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David W. Dorman Director August 25, 2000
/s/ Jean-Louis Gassee
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Jean-Louis Gassee Director August 25, 2000
/s/ Paul G. Yovovich
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Paul G. Yovovich Director August 25, 2000
/s/ William F. Zuendt
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William F. Zuendt Director August 25, 2000
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
UNDER THE
SECURITIES ACT OF 1933
3COM CORPORATION
7
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER NAME
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<S> <C>
5.1 Opinion and Consent of Orrick, Herrington & Sutcliffe LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Orrick, Herrington & Sutcliffe LLP is included
in Exhibit 5.1 to this Registration Statement.
24.1 Power of Attorney is included on signature page of this
Registration Statement.
99.1 Kerbango, Inc. Corporation 1999 Stock Option Plan.
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