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As filed with the Securities and Exchange Commission on November 30, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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)
5400 BAYFRONT PLAZA
SANTA CLARA, CA 95052-8145
(408) 326-5000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
NOMADIC TECHNOLOGIES, INC. 2000 EQUITY INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
MARK D. MICHAEL
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
3COM CORPORATION
5400 BAYFRONT PLAZA
SANTA CLARA, CA 95052-8145
(408) 326-5000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
KATHARINE A. MARTIN, ESQ.
WILSON SONSINI GOODRICH & ROSATI, P.C.
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO TO BE OFFERING PRICE AGGREGATE REGISTRATION
BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE(2)
========================================= ========================= ====================== ====================== ==================
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value, to be
issued upon exercise of options granted
and outstanding under the Nomadic
Technologies, Inc. 2000 Equity Incentive
Plan 258,260 $1.40 $361,564 $95.45
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(1) This Registration Statement shall also cover any additional shares of
Registrant's Common Stock that become issuable under the Nomadic
Technologies, Inc. 2000 Equity Incentive Plan described herein (the
"Plan") by reason of any stock dividend, stock split, recapitalization
or any other similar transaction effected without the Registrant's
receipt of consideration that results in an increase in the number of
the Registrant's outstanding shares of Common Stock.
(2) Calculated in accordance with Rule 457(h) under the Securities Act of
1933, as amended, solely for the purpose of calculating the registration
fee based on the weighted average exercise price of the outstanding
options under the Plan as of November 30, 2000, which average is $1.40.
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by 3Com Corporation (the "REGISTRANT")
with the Securities and Exchange 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 and Exchange Act of 1934, as amended (the
"EXCHANGE ACT");
(b) All other 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 annual report referred to in (a) above; and
(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.
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 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
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 of
1933, as amended.
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
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loss arising from any claim asserted against such person and expense incurred by
such person in any capacity, subject to certain exclusions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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<CAPTION>
Exhibit
Number Description
<S> <C>
4.1 Nomadic Technologies, Inc. 2000 Equity Incentive Plan.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
23.1 Consent of Independent Accountants.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in Exhibit 5.1 to this registration statement).
24.1 Power of attorney (contained on signature pages of this registration statement).
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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 of
1933; (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; and
(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 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference
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) 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 Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
forgoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the 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
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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 of whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and
will be governed by the final adjudication of such issue.
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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 this 30th day of November, 2000.
3COM CORPORATION
(Registrant)
By: /s/ ERIC A. BENHAMOU
-------------------------
Eric A. Benhamou
Chief Executive Officer and
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Eric A. Benhamou his attorney-in-fact,
with full power of substitution in each, for him in any and all capacities to
sign any amendments to this registration statement on Form S-8, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Commission, hereby ratifying and confirming all that said attorney-in-fact,
or his substitutes, may do or cause to be done by virtue hereof.
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
<S> <C> <C>
/s/ ERIC A. BENHAMOU Chairman of the Board and Chief
----------------------------------------------- Executive Officer November 30, 2000
Eric A. Benhamou (Principal Executive Officer)
/s/ MICHAEL RESCOE
----------------------------------------------- Senior Vice President, Finance and November 30, 2000
Michael Rescoe Planning and Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ JAMES E. COWIE
----------------------------------------------- Director November 30, 2000
James E. Cowie
/s/ PHILIP C. KRANTZ
----------------------------------------------- Director November 30, 2000
Philip C. Krantz
/s/ JAMES R. LONG
----------------------------------------------- Director November 30, 2000
James R. Long
/s/ JAN PETERS
----------------------------------------------- Director November 30, 2000
Jan Peters
/s/ CASEY G. COWELL
----------------------------------------------- Director November 30, 2000
Casey G. Cowell
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<TABLE>
<S> <C> <C>
/s/ DAVID W. DORMAN
----------------------------------------------- Director November 30, 2000
David W. Dorman
/s/ JEAN-LOUIS GASSEE
----------------------------------------------- Director November 30, 2000
Jean-Louis Gassee
/s/ PAUL G. YOVOVICH
----------------------------------------------- Director November 30, 2000
Paul G. Yovovich
/s/ WILLIAM F. ZUENDT
----------------------------------------------- Director November 30, 2000
William F. Zuendt
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INDEX TO EXHIBITS
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<CAPTION>
Exhibit
Number Description
<S> <C>
4.1 Nomadic Technologies, Inc. 2000 Equity Incentive Plan.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
23.1 Consent of Independent Accountants.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, P.C.
(contained in Exhibit 5.1 to this registration statement).
24.1 Power of attorney (contained on signature pages of this
registration statement).
</TABLE>
