<PAGE> 1
===============================================================================
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)
<TABLE>
<S> <C>
WASHINGTON 91-1144442
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
</TABLE>
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)
----------------
William H. Neukom
Vice President,
Law and Corporate Affairs
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)
Copies of all communications to:
Richard B. Dodd
Mark R. Beatty
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.
CALCULATION OF REGISTRATION FEE
<TABLE>
<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 57,120 shares $60.375 $3,448,620 $1,189.18
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 January 9, 1995, as reported on the Nasdaq Stock Market.
The Index to Exhibits is located at Page II-4.
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<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 Shareholders
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 Documents by Incorporation of Certain Documents 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>
-iii-
<PAGE> 4
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SELLING SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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>
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<PAGE> 5
PROSPECTUS
MICROSOFT CORPORATION
57,120 Shares of Common Stock
Par Value of $.00005 Per Share
----------------
This Prospectus relates to up to 57,120 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 $6,000.
The Shares are registered as a result of a merger (the "Merger") of
Microsoft Corporation, a Washington corporation ("Microsoft") and One Tree
Software, Inc., a North Carolina corporation ("One Tree"). In an agreement
related to the Merger, each Selling Shareholder entered into an escrow
agreement and an investment agreement with Microsoft (the collectively
"Agreements"). The Agreements limit the amount of shares the Selling
Shareholder may sell during the first two years after the Merger is
consummated.
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 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
January 9, 1995 was $60.375 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 January 13, 1995.
All of the securities to be registered hereby are to be offered for the account
of security holders.
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<PAGE> 6
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 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 for the quarter
ended September 30, 1994.
4. 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
the Company's Vice President, Law and Corporate Affairs, at the Company's
principal executive office, One Microsoft Way, Redmond, Washington 98052-6399,
telephone number (206) 882-8080.
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
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<PAGE> 7
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, Olivetti, AT&T,
Zenith, Wang, Hewlett-Packard, DEC, Siemens, Mitsubishi, and NEC. 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, and educational customers.
SELLING SHAREHOLDERS
The 57,120 Common Shares of the Company described in this Prospectus
are owned by the individuals listed below. All of the shares offered hereby
were acquired by the listed individuals in connection with the acquisition of
One Tree. Brian D. Harry and Kenneth M. Felder are each employees of the
Company, but the Selling Shareholders do not have any other material
relationship with the Company.
<TABLE>
<CAPTION>
No. of Shares
Name of Owned Prior Received from Shares
Selling Shareholders (1) Offering (2) Company Offered
------------------------ ------------- ------------- -------
<S> <C> <C> <C>
Kenneth M. Felder 0 23,800 23,800
Larry A. Iversen 6,188 9,520 9,520
Brian D. Harvey 0 23,800 23,800
----- ------ ------
Total 6,188 57,120 57,120
</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.
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
public accountants, as stated in their report which is incorporated herein by
reference, and has been so incorporated in reliance upon such opinion given
upon the authority of said firm as experts in accounting and auditing.
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<PAGE> 8
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.
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<PAGE> 9
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-- $1,189.18
Securities and Exchange Commission
Accountant's Fees 1,000.00
Legal Fees 3,000.00
Miscellaneous 100.00
---------
Total $5,289.00
=========
</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 Shareholder 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 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
<PAGE> 10
(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
<PAGE> 11
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 13th day
of January, 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.
<TABLE>
<S> <C>
/s/ Michael W. Brown Dated January 13, 1995
- ----------------------------------
Michael W. Brown
Vice President, Finance; Chief Financial Officer
(Principal Financial and Accounting Officer)
Principal Executive Officer )
William H. Gates, )
Chairman and CEO ) Dated January 13, 1995
)
)
Directors: ) By /s/ Michael W. Brown
--------------------------------
William H. Gates ) Michael W. Brown
Paul G. Allen ) Vice President, Finance; Chief Financial
Richard A. Hackborn ) Officer
David F. Marquardt )
Robert D. O'Brien ) Pursuant to Power of
William G. Reed, Jr. ) Attorney dated October 4
Jon A. Shirley ) through 14 , 1994
</TABLE>
II-3
<PAGE> 12
INDEX TO EXHIBITS
<TABLE>
<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 1994 Annual report to Shareholders (1)
23.1 Consent of Deloitte & Touche as Independent Accountants
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
<PAGE> 1
EXHIBIT 5
{letterhead of Preston Gates & Ellis}
January 13, 1995
Microsoft Corporation
One Microsoft Way
Redmond, WA 98052
Re: Registration Statement on Form S-3
Gentleman:
In connection with the registration of 57,120 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 Kenneth M. Felder, Brian D. Harvey, or Larry A. Iversen,
(collectively the "Selling Shareholders"), 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\ Mark R. Beatty
Mark R. Beatty
<PAGE> 1
EXHIBIT 23.1
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 20, 1994, 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
Deloitte & Touche LLP under the heading "Experts" in the Prospectus, which is
part of this Registration Statement.
Deloitte & Touche LLP
Seattle, Washington
January 12, 1995
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael W. Brown and William R. Neukom,
or either of them, his attorneys-in-fact, for him in any and all capacities, to
sign any amendments to this 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.
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>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
\s\ William H. Gates Chairman, Chief Executive Officer, October 13, 1994
- ---------------------------
William H. Gates Director (Principal Executive Officer)
\s\ Paul G. Allen Director October 11, 1994
- ------------------------
Paul G. Allen
\s\ Richard A. Hackborn Director October 7, 1994
- --------------------------
Richard A. Hackborn
\s\ David F. Marquardt Director October 14, 1994
- ---------------------------
David F. Marquardt
\s\ Robert D. O'Brien Director October 4, 1994
- ----------------------------
Robert D. O'Brien
\s\ William G. Reed, Jr. Director October 4, 1994
- ----------------------------
William G. Reed, Jr.
\s\ Jon A. Shirley Director October 4, 1994
- ------------------------
Jon A. Shirley
</TABLE>
