<PAGE> 1
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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
COMMISSION FILE NO. 0-14278
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
(Address, including zip code, and telephone
number including area code, of registrant's principal
executive office)
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ROBERT A. ESHELMAN
ASSOCIATE GENERAL COUNSEL
ONE MICROSOFT WAY
REDMOND, WASHINGTON 98052-6399
(206) 882-8080
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies of all communications to:
RICHARD B. DODD
CHRISTOPHER H. CUNNINGHAM
PRESTON GATES & ELLIS
5000 COLUMBIA CENTER
701 FIFTH AVENUE
SEATTLE, WASHINGTON 98104-7078
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<PAGE> 2
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 Shareholder 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.
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of each class Proposed maximum Proposed maximum
of 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 2,290 shares $86.4375 $197,941.88 $100.00
par 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 October 16, 1995, as reported on The Nasdaq Stock Market.
The Index to Exhibits is located at Page II-4.
-ii-
<PAGE> 3
CROSS REFERENCE SHEET
MICROSOFT CORPORATION
<TABLE>
<CAPTION>
Item No. Item Location in Prospectus
-------- ---- ----------------------
<S> <C> <C>
1 Forepart of the Registration Statement and Facing page; cross-reference sheet; cover
Outside Front Cover Page of Prospectus page of Prospectus
2 Inside Front and Outside Back Cover Pages of Available Information; Incorporation of
Prospectus Certain Documents by Reference
3 Summary Information, Risk Factors and Ratio Cover Page of Prospectus
of Earnings to Fixed Charges
4 Use of Proceeds Not Applicable
5 Determination of Offering Price Not Applicable
6 Dilution Not Applicable
7 Selling Security Holders Selling Security Holders
8 Plan of Distribution Not Applicable
9 Description of Securities to be Registered Incorporation of Certain Documents by
Reference
10 Interest of Named Experts and Counsel Experts
11 Material Changes Not Applicable
12 Incorporation of Certain Information by Incorporation of Certain Information by
Reference Reference
13 Disclosure of Commission Position on Disclosure Of Commission Position On
Indemnification for Securities Act Indemnification For Securities Act
Liabilities Liabilities
Exhibit Index Page II-4
</TABLE>
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<PAGE> 4
PROSPECTUS
MICROSOFT CORPORATION
2,290 Shares of Common Stock
Par Value of $.00005 Per Share
----------------------------------------
This Prospectus relates to up to 2,290 shares of common stock (the
"Shares") of Microsoft Corporation, a Washington corporation (the "Company"),
which may be offered from time to time by the selling security holder named
herein (the "Selling Security Holder"). 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 $3,500.
The Shares have been issued in satisfaction of a committment made by
Softimage, Inc., a corporation organized under the laws of Quebec ("Softimage"),
prior to its acquisition by the Company.
The Company has been advised by the Selling Security Holder that 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 one or more private transactions, or a combination of such methods of
sale, at prices and on terms then prevailing, or at negotiated prices. The
Selling Security Holder may also pledge all or a portion of the Shares owned by
him as collateral in loan transactions. Upon default by such a Selling Security
Holder, the pledgee in such loan transaction would have the same rights of sale
as the Selling Security Holder under this Prospectus. The Selling Security
Holder 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 Security Holder
under this Prospectus. The Selling Security Holder 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 are traded on The Nasdaq Stock Market. The average of the
high and low prices of the Shares as reported on The Nasdaq Stock Market on
October 16, 1995 was $86.4375 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 October 17, 1995.
All of the securities to be registered hereby are to be offered for the
account of security holders.
<PAGE> 5
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 Room 1028, Jacob K. Javits Federal
Building, 26 Federal Plaza, New York, New York 10278 and Room 3190, Kluczynski
Federal Building, 230 South Dearborn Street, Chicago, Illinois 60604. 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.
----------------------------------------
INCORPORATION OF CERTAIN INFORMATION 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,
1995.
2. The description of the Common Stock of the Company which is
contained in the registration statement of the Company filed on Form S-4, dated
February 17, 1995.
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.
----------------------------------------
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
2
<PAGE> 6
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, develops, manufactures, licenses,
sells, and supports a wide range of software products, including operating
system platforms for personal computers (PCs), workstations, and servers;
business and consumer applications for productivity, reference, education, and
entertainment; and development tools. Microsoft also sells personal computer
books and input devices, and is engaged in the research and development of
online and advanced technology software products. The Company's products are
available for 16-bit and 32-bit microcomputers, including AST Research, Acer,
Apple, Digital Equipment Corporation, Dell, Compaq, Gateway 2000,
Hewlett-Packard, International Business Machines (IBM), NEC, Olivetti, Packard
Bell, and Toshiba. 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 finished goods channels
primarily by means of independent distributors and resellers.
SELLING SECURITY HOLDER
The 2,290 Common Shares of the Company described in this Prospectus are
owned by Hugues Leveille Nizerolle. All of the shares offered hereby were issued
to Hugues Leveille Nizerolle in connection with a committment made by Softimage,
which has been acquired by the Company. Hugues Leveille Nizerolle is an employee
of Softimage France S.A.R.L., a wholly owned subsidiary of Softimage, which is a
wholly owned subsidiary of the Company, but has no other material relationship
with the Company.
<TABLE>
<CAPTION>
No. of Shares
Name of Owned Prior Shares
Selling Security Holder (1) Offering (2) Shares Owned Offered
- ------------------------------------------ ---------------------------- ------------------------------- --------------------
<S> <C> <C> <C>
Hugues Leveille Nizerolle 215 2,505 2,290
</TABLE>
(1) Hugues Leveille Nizerolle did not hold 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.
EXPERTS
The consolidated financial statements of the Company as of June 30,
1995, and 1994 and for each of the three years in the period ended June 30,
1995, incorporated by reference in this Prospectus from the Company's Annual
Report on Form 10-K, have been audited by Deloitte & Touche LLP, independent
public accountants, as stated in their report which is incorporated herein by
reference, and have been so incorporated in reliance upon such report given upon
the authority of said firm as experts in accounting and auditing.
3
<PAGE> 7
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Article XII of the Company's Restated Articles of Incorporation
authorizes the Company to indemnify any present or former director, officer,
employee, or agent of the Company, or a person serving in a similar post in
another organization at the request of the Company, against expenses, judgments,
fines, and amounts paid in settlement incurred by him in connection with any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, to the fullest extent not prohibited
by the Washington Business Corporation Act, public policy or other applicable
law. Chapter 23B.08.510 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.
Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers, or persons controlling the registrant
pursuant to the foregoing provisions, the Registrant has been informed that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
4
<PAGE> 8
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-- $ 100.00
Securities and Exchange Commission
Accountant's Fees 1,000.00
Legal Fees 2,000.00
Miscellaneous 400.00
---------
Total $3,500.00
=========
</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 Security Holder against any cause of action,
loss, claim, damage, or liability to the extent it arises out of or is based
upon the failure of the Selling Security Holder (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 Security Holder 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;
(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.
<PAGE> 9
(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
<PAGE> 10
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 16th day of
October, 1995.
MICROSOFT CORPORATION
By /s/ Michael W. Brown
-----------------------------------------------------
Its: Vice President, Finance; Chief Financial Officer
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.
/s/ Michael W. Brown Dated: October 16, 1995
- ------------------------------------------------
Vice President, Finance; Chief Financial Officer
(Principal Financial and Accounting Officer)
<TABLE>
<S> <C> <C>
/s/ William H. Gates III Chairman, Chief Executive Officer, October 2, 1995
- ------------------------------ Director (Principal Executive Officer)
William H. Gates III
/s/ Paul G. Allen Director October 1, 1995
- ------------------------------
Paul G. Allen
/s/ Richard A. Hackborn Director September 27, 1995
- ------------------------------
Richard A. Hackborn
/s/ David F. Marquardt Director October 1, 1995
- ------------------------------
David F. Marquardt
/s/ Robert D. O'Brien Director September 26, 1995
- ------------------------------
Robert D. O'Brien
/s/ William G. Reed, Jr. Director September 28, 1995
- ------------------------------
William G. Reed, Jr.
/s/ Jon A. Shirley Director October 1, 1995
- ------------------------------
Jon A. Shirley
</TABLE>
II-3
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<TABLE>
INDEX TO EXHIBITS
<CAPTION>
Exhibit No. Description Page or Footnote
- ----------- ----------- ----------------
<S> <C> <C>
3.1 Restated Articles of Incorporation(1)
3.2 Bylaws(1)
5 Opinion of Counsel re legality
13 1995 Annual Report to Shareholders(1)
23.1 Consent of Deloitte & Touche LLP as Independent Accountants
23.2 Consent of Preston Gates & Ellis(2)
</TABLE>
- --------------
(1) Incorporated by reference to Microsoft's Form 10-K for the fiscal year
ended June 30, 1995.
(2) Contained within Exhibit 5
II-4
<PAGE> 12
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SELLING SECURITY HOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES . . . . . . . . . . . 4
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-1
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-3
INDEX TO EXHIBITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-4
</TABLE>
<PAGE> 1
October 17, 1995
Microsoft Corporation
One Microsoft Way
Redmond, WA 98052
Re: Registration Statement on Form S-3
Gentlemen:
In connection with the registration of 2,290 shares of common stock,
par value $.00005 per share (the "Shares") of Microsoft Corporation (the
"Company") with the Securities and Exchange Commission on a Registration
Statement on Form S-3 (the "Registration Statement"), relating to the sales, if
any, of the Shares by Hugues Leveille Nizerolle, (the "Selling Security
Holder"), we have examined such documents, records and matters of law as we have
considered relevant. Based upon such examination and upon our familiarity as
counsel for the Company, with its general affairs, it is our opinion that:
The Shares being registered are legally issued, fully paid, and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
PRESTON GATES & ELLIS
By /s/ Richard B. Dodd
-----------------------
Richard B. Dodd
<PAGE> 1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Microsoft Corporation on Form S-3 of the reports of Deloitte & Touche LLP dated
July 17, 1995 (August 21, 1995 as to Contingencies Note), incorporated by
reference in the Annual Report on Form 10-K of Microsoft Corporation for the
year ended June 30, 1995, and to the reference to Deloitte & Touche LLP under
the heading "Experts" in the Prospectus, which is part of this Registration
Statement.
DELOITTE & TOUCHE LLP
Seattle, Washington
October 17, 1995
