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Registration Number: 33-56039
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 3
TO
REGISTRATION STATEMENT
ON FORM S-3
Under
THE SECURITIES ACT OF 1933
COMMISSION FILE NO. 0-14278
MICROSOFT CORPORATION
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(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)
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Robert A. Eshelman
Assistant Secretary
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
Christopher H. Cunningham
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 Security Holder 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.
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PROSPECTUS
MICROSOFT CORPORATION
105,847 Shares of Common Stock
Par Value of $.00005 Per Share
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This Prospectus relates to up to 105,847 shares of common stock (the
"Shares") of Microsoft Corporation (the "Company") which may be offered from
time to time by the selling security holders named herein (the "Selling
Security Holders"). 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 $8,000.
The Shares are registered as a result of a merger (the "Merger") of
Microsoft Corporation, a Washington corporation ("Microsoft") and Altamira
Software Corporation, a California corporation ("Altamira"). In an agreement
related to the Merger, each Selling Security Holder entered into an investment
agreement with Microsoft (the "Investment Agreement"). The Investment
Agreement limits the amount of shares the Selling Security Holder may sell
during the first two years of the agreement.
The Company has been advised by each Selling Security Holder that,
subject to the terms of the Investment Agreement, he or she expects to offer
his or her shares through brokers and dealers to be selected by him or her 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 Investment Agreement, each Selling Security Holder 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 Security Holder the pledgee in
such loan transaction would have the same rights of sale as the Selling
Security Holder under this Prospectus. Subject to the terms of the Investment
Agreement, each 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. Each 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 Company's common stock as reported on the Nasdaq
Stock Market on September 11, 1996 was $124.56 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.
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The date of this Prospectus is September __, 1996.
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 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, 1995.
2. Microsoft's Proxy Statement dated September 25, 1995.
3. Microsoft's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1995.
4. Microsoft's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1995.
5. Microsoft's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996.
6. 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.
________________________________________
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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, 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. Microsoft 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. In addition, Microsoft offers software
products for browsing the internet and private intranets. Microsoft also
offers an online service, sells personal computer books and input devices, and
is engaged in the research and potential development of advanced technology
software products. Microsoft'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. Microsoft 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 HOLDERS
The 105,847 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
Altamira. Alvy Ray Smith and Nicholas Clay are now each employees of the
Company, but the Selling Security Holders do not have any other material
relationship with the Company except as disclosed below.
<TABLE>
<CAPTION>
Name Shares Owned Prior
Selling Security to Offering(2) Shares Received Shares Offered
Holders (1) from Microsoft Hereby
---------------- ------------------ --------------- --------------
<S> <C> <C> <C>
TVI-4 L.P. (3) 0 28,958 28,958
TVI Partners -4, L.P. (3) 0 3,384 3,384
</TABLE>
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<TABLE>
<S> <C> <C> <C>
TVI Affiliates -4, L.P. (3) 0 249 249
Alvy Ray Smith 0 28,199 28,199
Morton H. Meyerson 0 13,116 13,116
Pixar 0 10,310 10,310
Nicholas Clay 0 6,075 6,075
Steven Brooks 0 3,037 3,037
S. David Kalish 1,800 2,250 2,250
Lawrence Wilkinson 0 360 360
Garen K. Staglin 0 360 360
Steven G. Blank 0 1,574 1,574
C. Gordon Bell 0 1,574 1,574
Stanford University 7,600 900 900
David Boucher 0 720 720
Ed Catmull 0 225 225
Eric Lyons 0 4,556 4,556
Total 9,400 105,847 105,847
</TABLE>
____________________
(1) With the exception of C. Gordon Bell, who has served as a
Consultant to the Company, and on the Company's Technical Advisory Board, none
of the Selling Security Holders 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.
(3) David F. Marquardt is a general partner of TVI Management -4, the
general partner of TVI -4 L.P, TVI Partners -4 L.P, and TVI Affiliates -4 L.P.
Mr. Marquardt is a member of Company's Board of Directors. In addition, a
number of the limited partners of TVI Partners - 4 L.P have relationships with
the Company. These include William H. Gates III, Jon A. Shirley, Paul Allen,
all members of Company's Board of Directors, and Steven A. Ballmer, who is the
Executive Vice President, Sales and Support of 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
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.
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
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terms sufficiently broad to permit such indemnification under certain
circumstances for liabilities (including provisions permitting advances for
expenses incurred) arising under the Securities Act of 1933 (the "Act").
Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers, or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed 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 Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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
Company 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 Act and will be governed by the final adjudication of such
issue.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. List of Exhibits.
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
23.1 Consent of Deloitte & Touche LLP as Independent Auditors
24 Power of Attorney
</TABLE>
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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 10th day of
September, 1996.
MICROSOFT CORPORATION
By /s/ William H. Neukom
-----------------------------------
Its: Senior Vice President, Law and
Corporate Affairs; Secretary
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> <C> <C>
Principal Executive Officer )
William H. Gates, )
Chairman and CEO )
)
Principal Financial and Accounting Officer ) Dated September 10, 1996
Michael W. Brown )
Vice President Finance, Chief )
Financial Officer )
Directors: ) By /s/ William H. Neukom
) -------------------------------------------
William H. Gates ) William H. Neukom
Paul G. Allen ) Senior Vice President, Law and Corporate
Richard A. Hackborn ) Affairs; Secretary
David F. Marquardt )
Robert D. O'Brien ) Pursuant to Power of
William G. Reed, Jr. ) Attorney dated October 4
John A. Shirley ) through 14, 1994
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
23.1 Consent of Deloitte & Touche LLP as Independent Auditors
24 Power of Attorney
</TABLE>
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-effective Amendment
Number 3 to Registration Statement No. 33-56039 of Microsoft Corporation on Form
S-3 of our report dated July 17, 1995 (August 21, 1995 as to Contingencies
Note), included in the Annual Report on Form 10-K of Microsoft Corporation for
the year ended June 30, 1995, and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.
Deloitte & Touche LLP
Seattle, Washington
September 13, 1996
<PAGE> 1
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\ Michael W. Brown Michael W. Brown October 13, 1994
- - ---------------------
Michael W. Brown Vice President, Finance; Chief Financial Officer
(Principal Financial and Accounting Officer)
\s\ Paul A. 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\ John A. Shirley Director October 4, 1994
- - ------------------------
John A. Shirley
- - ------------------------
Jill Barad Director
</TABLE>
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