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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION STATEMENT
ON FORM S-3
Under
THE SECURITIES ACT OF 1933
MICROSOFT CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
WASHINGTON 91-1144442
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
ONE MICROSOFT WAY
REDMOND, WASHINGTON 98052-6399
(206) 882-8080
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(Address, including zip code, and telephone
number including area code, of registrant's principal
executive office)
Robert A. Eshelman, Esq.
One Microsoft Way
Redmond, Washington 98052-6399
(206) 882-8080
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of all communications to:
Richard B. Dodd
Preston Gates & Ellis
5000 Columbia Center
701 Fifth Avenue
Seattle, Washington 98104-7078
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Approximate date of commencement of proposed sale to the public: At
such time or times after the effective date of this Registration Statement as
the Selling Shareholders shall determine.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box:
[ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box:
[X]
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 89(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.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF EACH
CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED SHARE* PRICE* REGISTRATION FEE
---------------- ------------ ------------------ ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, par 22,898 shares $76.445 $1,750,437.61 $603.60
value $.00005
</TABLE>
* Estimated pursuant to Rule 457(c) solely for purposes of calculating
amount of registration fee, based upon the average of the high and low
prices reported on April 24, 1995, as reported on the Nasdaq Stock Market.
The Index to Exhibits is located at Page II-4.
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PROSPECTUS
MICROSOFT CORPORATION
22,898 Shares of Common Stock
Par Value of $.00005 Per Share
This Prospectus relates to up to 22,898 shares of common stock (the
"Shares") of Microsoft Corporation (the "Company") which may be offered from
time to time by the selling shareholders named herein (the "Selling
Shareholders"). The Company will not receive any of the proceeds from the sale
of the Shares. The Company will bear the costs relating to the registration of
the Shares estimated to be approximately $5,000.
The Shares are registered as a result of the merger (the "Merger") of
SOFTIMAGE Inc., a company organized under the laws of Quebec ("SOFTIMAGE") and
Imageware Research and Development Inc., a company organized under the laws of
Ontario ("Imageware"). SOFTIMAGE is a wholly- owned subsidiary the Company.
The Company has been advised by each Selling Shareholder that, subject
to the terms of the Agreements, he expects to offer his shares through brokers
and dealers to be selected by him from time to time. The Shares may be offered
for sale through the Nasdaq Stock Market, in the over-the-counter market, in
one or more private transactions, or a combination of such methods of sale, at
prices and on terms then prevailing, at prices related to such prices, or at
negotiated prices. Subject to the terms of the Agreements, each Selling
Shareholder may pledge all or a portion of the Shares owned by him or her as
collateral in loan transactions. Upon default by such a Selling Shareholder
the pledgee in such loan transaction would have the same rights of sale as the
Selling Shareholder under this Prospectus. Subject to the terms of the
Agreements, each Selling Shareholder may also transfer Shares owned by him by
gift and upon any such transfer the donee would have the same rights of sale as
such Selling Shareholder under this Prospectus. Each Selling Shareholder and
any brokers and dealers through whom sales of the Shares are made may be deemed
to be "underwriters" within the meaning of the Securities Act of 1933, as
amended, and the commissions or discounts and other compensation paid to such
persons may be regarded as underwriters' compensation.
The Shares trade on The Nasdaq Stock Market under the symbol "MSFT".
The average of the high and low prices of the Shares as reported on The Nasdaq
Stock Market on April 24, 1995 was $76.445 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is April 27, 1995.
All of the securities to be registered hereby are to be offered for the account
of security holders.
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AVAILABLE INFORMATION
The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934 and files reports and other information with the
Securities and Exchange Commission in accordance therewith. Such reports,
proxy statements, and other information filed by the Company are available for
inspection and copying at the public reference facilities of the Commission at
Room 1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and
at the Commission's Regional Offices located at Seven World Trade Center, 13th
Floor, New York, New York 10048 and at Northwestern Atrium Center, 500 West
Madison Street, Chicago, Illinois 60661-2511. Copies of such material may be
obtained by mail from the Public Reference Section of the Commission at 450
Fifth St., N.W., Judiciary Plaza, Washington, D.C. 20549, at prescribed rates.
The Company's common stock is traded as "National Market Securities" on The
Nasdaq Stock Market. Material filed by the Company can be inspected at the
offices of the National Association of Securities Dealers, Inc., Reports
Section, 1735 K Street, N.W., Washington, D.C. 20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated by reference in this Prospectus:
1. The Company's Annual Report on Form 10-K for the year ended
June 30, 1994.
2. The Company's Proxy Statement dated September 27, 1994.
3. The Company's Quarterly Report on Form 10-Q/A for the quarter
ended September 30, 1994.
4. The Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1994
5 The description of the Common Stock of the Company which is
contained in the Form 8-A registration statement of the Company filed pursuant
to the Securities Exchange Act of 1934 under Commission file number 0-14278,
including any amendment or reports filed for the purpose of updating such
description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14, or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Shares offered hereby shall be
deemed to be incorporated by reference into this Prospectus and to be a part
hereof.
The Company hereby undertakes to provide without charge to each person
to whom this Prospectus has been delivered, upon the written or oral request of
any such person, a copy of any and all of the foregoing documents incorporated
herein by reference (other than exhibits to such documents which are not
specifically incorporated by reference into the information that this
Prospectus incorporates). Written or telephone requests should be directed to
Microsoft Corporation One Microsoft Way, Redmond, Washington 98052-6399,
telephone number (206) 882-8080, Attention: David Corning.
No dealer, salesman, or any other person has been authorized to give
any information or to make any representation not contained in this Prospectus,
and, if given or made, such information and representation must not be relied
upon as having been authorized by the Company. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any of the
securities offered hereby in any state to any person to whom it is unlawful to
make such offer in such state. Neither the delivery of this Prospectus nor any
sales made hereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of the Company since the date
hereof.
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This Prospectus constitutes a part of a Registration Statement which
the Company has filed with the Commission under the Securities Act of 1933, as
amended (the "1933 Act"), with respect to the Shares. This Prospectus omits
certain of the information contained in the Registration Statement, and
reference is hereby made to the Registration Statement and related Exhibits
thereto for further information with respect to the Company and the securities
offered hereby. Such additional information can be obtained from the
Commission's office in Washington, D.C. Any statements contained herein
concerning the provisions of any documents are not necessarily complete, and,
in each instance, reference is made to the copy of such document filed as an
exhibit to the Registration Statement or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such reference.
THE COMPANY
Microsoft Corporation, a Washington corporation, has its principal
executive offices at One Microsoft Way, Redmond, Washington 98052- 6399,
telephone number (206) 882-8080. Microsoft was founded as a partnership in
1975 and was incorporated in 1981. The Company designs, develops, markets, and
supports a product line of systems and applications microcomputer software for
business and professional use. The Company offers several operating systems
products, computer language products in a number of computer languages,
multimedia software, and business applications software products in several
categories, including word processing, spreadsheet, file management, graphics,
and project management. The Company's products are available for 16-bit and
32-bit microcomputers, including IBM, Tandy, Apple, COMPAQ, Packard Bell,
Olivetti, AT&T, Zenith, Wang, Hewlett-Packard, DEC, Siemens, Mitsubishi, NEC,
and others. Microsoft develops most of its software products internally using
proprietary development tools and methodology. The Company markets and
distributes its products domestically and internationally through the original
equipment manufacturer ("OEM") channel and through the retail channel primarily
by means of independent distributors and dealers and by direct marketing to
corporate, governmental, educational, and individual customers.
SELLING SHAREHOLDERS
All of the shares offered hereby were acquired by the listed
individuals in connection with the acquisition of Imageware by SOFTIMAGE. None
of the Selling Shareholders have any material relationship with the Company.
The Shares may be sold pursuant to this offering or pursuant to an exemption
from registration under Rule 144 as promulgated by the Commission, assuming all
conditions of such rule are satisfied.
<TABLE>
<CAPTION>
No. of Shares
Name of Owned Prior to Shares Offered No. of Shares Owned
Selling Shareholders (1) Offering (2) Hereby After Offering
- ------------------------ -------------- -------------- -------------------
<S> <C> <C> <C>
Ian C. Jaffray 14,988 9,992 4,996
Christopher J. Wallace 6,453 6,453 0
John F. Bronskill 6,453 6,453 0
------ ------ -----
Total 27,894 22,898 4,996
</TABLE>
(1) None of the Selling Shareholders held any office with the Company
during the last three years.
(2) All amounts are less than 1% of the issued and outstanding shares
of common stock of the Company.
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LEGAL MATTERS
The validity of the Common Stock offered hereby by the Company will be
passed upon for the Company by Preston Gates & Ellis, Seattle, Washington.
Attorneys in that firm own an aggregate of approximately 63,000 shares of
Common Stock.
EXPERTS
The consolidated financial statements of the Company as of June 30,
1994, and 1993 and for each of the three years in the period ended June 30,
1994, incorporated by reference in this Prospectus from the Company's Annual
Report on Form 10-K, have been audited by Deloitte & Touche LLP, independent
auditors as stated in their report which is incorporated herein by
reference, and has been so incorporated in reliance upon such report given
upon the authority of said firm as experts in accounting and auditing.
4
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses relating to the registration of Shares will be borne by
the registrant. Such expenses are estimated to be as follows:
<TABLE>
<S> <C>
Registration Fee-- $ 603.60
Securities and Exchange Commission
Accountant's Fees 1,000.00
Legal Fees 3,000.00
Miscellaneous 100.00
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Total $ 4703.60
=========
</TABLE>
Item 15. Indemnification of Directors and Officers.
Article XII of the Restated Articles of Incorporation of the Company
authorizes the Company to indemnify any present or former director or officer
to the fullest extent not prohibited by the Washington Business Corporation
Act, public policy or other applicable law. Chapter 23B.8.510 and .570 of the
Washington Business Corporation Act authorizes a corporation to indemnify its
directors, officers, employees, or agents in terms sufficiently broad to permit
such indemnification under certain circumstances for liabilities (including
provisions permitting advances for expenses incurred) arising under the 1933
Act.
The directors and officers of the Company are entitled to
indemnification by the Selling Shareholders against any cause of action, loss,
claim, damage, or liability to the extent it arises out of or is based upon the
failure of a Selling Shareholder (or his donees, legatees, or pledgees) and
each underwriter to comply with the Prospectus delivery requirements under the
federal securities laws or any applicable state securities laws or upon any
untrue statement or alleged untrue statement or omission or alleged omission
made in this Registration Statement and the Prospectus contained herein, as the
same shall be amended or supplemented, made in reliance upon or in conformity
with written information furnished to the Company by such Selling Shareholder
(or his donees, legatees, and pledgees) or such underwriter.
Item 16. List of Exhibits.
The Exhibits to this registration statement are listed in the Index to
Exhibits on page II-4.
Item 17. Undertakings.
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 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;
II-1
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(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.
(4) 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.
II-2
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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-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Redmond, State of Washington on the 27th day of
April, 1995.
MICROSOFT CORPORATION
/s/ William H. Gates
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William H. Gates, Chairman and CEO
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.
<TABLE>
<S> <C>
/s/ William H. Gates Dated April 27, 1995
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William H. Gates
Chairman and CEO, and Director
Principal Executive Officer
/s/ Michael W. Brown Dated April 27, 1995
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Michael W. Brown
Vice President, Finance and CFO
Principal Financial Officer and Principal Accounting Officer
Directors: ) Dated April 27, 1995
Paul G. Allen )
Richard A. Hackborn )
David F. Marquardt ) By /s/ William H. Neukom
-------------------------------
Robert D. O'Brien ) William H. Neukom
William G. Reed, Jr. ) Pursuant to a Power of Attorney
Jon A. Shirley ) dated April 14 through 17, 1995.
</TABLE>
II-3
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description Page or Footnote
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<S> <C> <C>
3.1 Restated Articles of Incorporation (1)
3.2 Bylaws (1)
5 Opinion of Counsel re: legality
13 1994 Annual Report to Shareholders (1)
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Preston Gates & Ellis (2)
24 Power of Attorney
</TABLE>
__________________________________
(1) Incorporated by reference to Microsoft's Form 10-K for the fiscal year
ended June 30, 1994.
(2) Contained within Exhibit 5.
II-4
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Exhibit 5
[LETTERHEAD]
April 25, 1995
Securities and Exchange Commission
Division of Corporate Finance
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Microsoft Corporation
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel for Microsoft Corporation, a Washington
corporation (the "Company"), in connection with the Registration Statement on
Form S-3 (the "Registration Statement") respecting the sale of up to 22,898
shares of common stock, par value $.00005, by the selling shareholders named in
the Registration Statement (the "Selling Shareholders").
In connection with such registration, we have made such inquiry and
review as we deem necessary to render this opinion. Based thereon, it is our
opinion that the shares of common stock being registered are validly issued,
fully paid, and non-assessable.
We hereby consent to the filing of this opinion in connection with the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Registration Statement and related prospectus.
Very truly yours,
PRESTON GATES & ELLIS
By /s/ Richard B. Dodd
--------------------
Richard B. Dodd
RBD:kd
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Microsoft Corporation on Form S-3 of our reports dated July 20, 1994, appearing
in and incorporated by reference in the Annual Report on Form 10-K of Microsoft
Corporation for the year ended June 30, 1994, and to the reference to us under
the heading "Experts" in the Prospectus, which is a part of this registration
statement.
/s/ Deloitte & Touche LLP
Seattle, Washington
April 25, 1995
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert W. Herbold and William H. Neukom,
or either of them, his attorneys-in-fact, for him in any and all capacities, to
sign the Registration Statement on Form S-3 in connection with the issuance of
shares of Microsoft Corporation common stock upon the exercise of options to
purchase shares of Microsoft common stock and to sign any pre-effective or
post-effective amendments to the Registration Statement, and to file the same,
with exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact, or their substitute or substitutes, may do or cause to
be done by virtue hereof.
<TABLE>
<S> <C> <C>
Signature Title Date
- --------- ----- ----
/s/ Paul G. Allen Director April 17, 1995
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Paul G. Allen
/s/ Richard A. Hackborn Director April 16, 1995
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Richard A. Hackborn
/s/ David F. Marquardt Director April 17, 1995
- ---------------------------
David F. Marquardt
/s/ Robert D. O'Brien Director April 14, 1995
- ---------------------------
Robert D. O'Brien
/s/ William G. Reed, Jr. Director April 17, 1995
- ---------------------------
William G. Reed, Jr.
/s/ Jon A. Shirley Director April 17, 1995
- ---------------------------
Jon A. Shirley
</TABLE>
