<PAGE> 1
Registration No. 33-51583
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------------------------------
POST-EFFECTIVE AMENDMENT NUMBER 1 TO
REGISTRATION STATEMENT
ON FORM S-8
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 of registrant's Principal Executive Offices)
MICROSOFT CORPORATION 1991 STOCK OPTION PLAN
(Full title of the plan)
----------------------------------------
Robert A. Eshelman
Associate General Counsel
One Microsoft Way
Redmond, Washington 98052-6399
(206) 882-8080
- - - - --------------------------------------------------------------------------------
(Name and address of agent for service)
Copies of all communications to:
Richard B. Dodd
Christopher H. Cunningham
Preston Gates & Ellis
5000 Columbia Seafirst Center
701 Fifth Avenue
Seattle, WA 98104
(206) 623-7580
<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 shares 100,000,000 $149.125 $14,912,500,000 $5,142,241.38
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 November 15, 1996, as reported on the Nasdaq Stock Market.
The Exhibit Index appears after the Signature Page of this
Registration Statement.
<PAGE> 2
INCORPORATION BY REFERENCE
Pursuant to General Instruction E to Form S-8, the contents of the
Registration Statement filed by Microsoft Corporation (the "Company") under
Registration Number 33-51583, as amended, with respect to securities offered
pursuant to the Company's 1991 Stock Option Plan, as amended (the "Plan"), are
hereby incorporated by reference herein, and the opinions and consents listed
below are annexed hereto:
Exhibit Number Description
- - - - -------------- -----------
4 Microsoft Corporation 1991 Stock Option Plan, as amended
5 Opinion of Counsel regarding legality
23.1 Consent of Independent Public Accountant
23.2 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney (Contained within Signature Page)
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Redmond, State of Washington, on this 12th day of
November, 1996.
MICROSOFT CORPORATION
/s/ William H. Gates III
------------------------------------
William H. Gates III
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William H. Gates III, his or her
attorney-in-fact, for him or her 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
attorney-in-fact, or his substitute, 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>
Dated
-----
<S> <C> <C>
/s/ William H. Gates III Chairman, Chief Executive Officer, November 12, 1996
- - - - ------------------------ Director (Principal Executive
William H. Gates III Officer)
/s/ Michael W. Brown Vice President, Finance; Chief November 12, 1996
- - - - ------------------------ Financial Officer (Principal
Michael W. Brown Financial and Accounting
Officer)
/s/ Paul G. Allen Director November 12, 1996
- - - - ------------------------
Paul G. Allen
/s/ Richard A. Hackborn Director November 12, 1996
- - - - ------------------------
Richard A. Hackborn
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ David F. Marquardt Director November 12, 1996
- - - - ------------------------
David F. Marquardt
/s/ Robert D. O'Brien Director November 12, 1996
- - - - ------------------------
Robert D. O'Brien
/s/ William G. Reed, Jr. Director November 12, 1996
- - - - ------------------------
William G. Reed, Jr.
/s/ Jon A. Shirley Director November 12, 1996
- - - - ------------------------
Jon A. Shirley
/s/ Jill E. Barad Director November 12, 1996
- - - - ------------------------
Jill E. Barad
</TABLE>
<PAGE> 5
EXHIBIT INDEX
Exhibit Number Description
- - - - -------------- -----------
4 Microsoft Corporation 1991 Stock Option Plan, as amended
5 Opinion of Counsel regarding legality
23.1 Consent of Independent Public Accountant
23.2 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney (Contained within Signature Page)
<PAGE> 1
EXHIBIT 4
MICROSOFT CORPORATION
1991 STOCK OPTION PLAN, AS AMENDED
1. Purpose of the Plan. The purposes of this Stock Option Plan are to
attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to such individuals, and to
promote the success of the Company's business by aligning employee financial
interests with long-term shareholder value.
Options granted hereunder may be either Incentive Stock Options or
Nonqualified Stock Options, at the discretion of the Board and as reflected in
the terms of the written option agreement.
2. Definitions. As used herein, the following definitions shall
apply:
(a) "Board" shall mean the Committee, if such Committee has been
appointed, or the Board of Directors of the Company, if such Committee has not
been appointed.
(b) "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(c) "Committee" shall mean the Committee appointed by the Board of
Directors in accordance with paragraph (a) of Section 4 of the Plan, if one is
appointed; provided, however, if the Board of Directors appoints more than one
Committee pursuant to Section 4, then "Committee" shall refer to the appropriate
Committee, as indicated by the context of the reference.
(d) "Common Shares" shall mean the common shares of Microsoft
Corporation.
(e) "Company" shall mean Microsoft Corporation, a Washington
corporation and any successor thereto.
(f) "Continuous Status as an Employee" shall mean the absence of
any interruption or termination of service as an Employee. Continuous Status as
an Employee shall not be considered interrupted in the case of sick leave,
maternity leave, infant care leave, medical emergency leave, military leave, or
any other leave of absence authorized in writing by a Vice President of the
Company prior to its commencement.
(g) "Employee" shall mean any person, including officers, employed
by the Company or any Parent or Subsidiary of the Company.
(h) "Incentive Stock Option" shall mean any Option intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Code.
<PAGE> 2
(i) "Maximum Annual Employee Grant" shall have the meaning set
forth in Section 5(e).
(j) "Non-Employee Director" shall have the same meaning as defined
or interpreted for purposes of Rule 16b-3 (including amendments and successor
provisions) as promulgated by the Securities and Exchange Commission pursuant to
its authority under the Exchange Act ("Rule 16b-3").
(k) "Nonqualified Stock Option" shall mean an Option not intended
to qualify as an Incentive Stock Option.
(l) "Option" shall mean a stock option granted pursuant to the
Plan.
(m) "Optioned Shares" shall mean the Common Shares subject to an
Option.
(n) "Optionee" shall mean an Employee who receives an Option.
(o) "Outside Director" shall have the same meaning as defined or
interpreted for purposes of Section 162(m) of the Code.
(p) "Parent" shall mean a "parent corporation," whether now or
hereafter existing, as defined in Section 424(e) of the Code.
(q) "Plan" shall mean this 1991 Stock Option Plan, including any
amendments thereto.
(r) "Share" shall mean one Common Share, as adjusted in accordance
with Section 11 of the Plan.
(s) "Subsidiary" shall mean (i) in the case of an Incentive Stock
Option a "subsidiary corporation," whether now or hereafter existing, as defined
in Section 424(f) of the Code, and (ii) in the case of a Nonqualified Stock
Option, in addition to a subsidiary corporation as defined in (i), a limited
liability company, partnership or other entity in which the Company controls 50
percent or more of the voting power or equity interests.
3. Shares Subject to the Plan. Subject to the provisions of Section
11 of the Plan, the maximum aggregate number of shares which may be optioned and
sold under the Plan is 260,000,000 Common Shares. The Shares may be authorized,
but unissued, or reacquired Common Shares.
If an Option should expire or become unexercisable for any reason
without having been exercised in full, the unpurchased Shares which were subject
thereto shall, unless the Plan shall have been terminated, become available for
future grant under the Plan.
4. Administration of the Plan.
(a) Procedure. The Plan shall be administered by the Board of
Directors of the Company.
<PAGE> 3
(1) The Board of Directors may appoint one or more
Committees each consisting of not less than two members of the Board of
Directors to administer the Plan on behalf of the Board of Directors, subject to
such terms and conditions as the Board of Directors may prescribe. Once
appointed, such Committees shall continue to serve until otherwise directed by
the Board of Directors.
(2) Any grants of Options to officers who are subject to
Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act") shall be
made by (i) a Committee of two or more directors, each of whom is a Non-Employee
Director and an Outside Director or (ii) as otherwise permitted by both Rule
16b-3, Section 162(m) of the Code and other applicable regulations.
(3) Subject to the foregoing subparagraphs (1) and (2),
from time to time the Board of Directors may increase the size of the
Committee(s) and appoint additional members thereof, remove members (with or
without cause) and appoint new members in substitution therefor, or fill
vacancies however caused.
(b) Powers of the Board. Subject to the provisions of the Plan,
the Board shall have the authority, in its discretion: (i) to grant Incentive
Stock Options or Nonqualified Stock Options; (ii) to determine, in accordance
with Section 8(b) of the Plan, the fair market value of the Shares; (iii) to
determine, in accordance with Section 8(a) of the Plan, the exercise price per
share of Options to be granted; (iv) to determine the Employees to whom, and the
time or times at which, Options shall be granted and the number of Shares to be
represented by each Option; (v) to interpret the Plan; (vi) to prescribe, amend,
and rescind rules and regulations relating to the Plan; (vii) to determine the
terms and provisions of each Option granted (which need not be identical) and,
with the consent of the holder thereof, modify or amend each Option; (viii) to
reduce the exercise price per share of outstanding and unexercised Options; (ix)
to accelerate or defer (with the consent of the Optionee) the exercise date of
any Option; (x) to authorize any person to execute on behalf of the Company any
instrument required to effectuate the grant of an Option previously granted by
the Board; and (xi) to make all other determinations deemed necessary or
advisable for the administration of the Plan.
(c) Effect of Board's Decision. All decisions, determinations, and
interpretations of the Board shall be final and binding on all Optionees and any
other holders of any Options granted under the Plan.
5. Eligibility.
(a) Options may be granted only to Employees. For avoidance of
doubt, directors are not eligible to participate in the Plan unless they are
full-time Employees.
(b) Each Option shall be designated in the written option
agreement as either an Incentive Stock Option or a Nonqualified Stock Option.
However, notwithstanding such designations, to the extent that the aggregate
fair market value of the Shares with respect to which Options designated as
Incentive Stock Options are exercisable for the first time by any Optionee
during any calendar year (under all plans of the Company) exceeds $100,000, such
Options shall be treated as Nonqualified Stock Options.
<PAGE> 4
(c) For purposes of Section 5(b), Options shall be taken into
account in the order in which they were granted, and the fair market value of
the Shares shall be determined as of the time the Option with respect to such
Shares is granted.
(d) Nothing in the Plan or any Option granted hereunder shall
confer upon any Optionee any right with respect to continuation of employment
with the Company, nor shall it interfere in any way with the Optionee's right or
the Company's right to terminate the employment relationship at any time, with
or without cause.
(e) The maximum number of Shares with respect to which an Option
or Options may be granted to any Employee in any one taxable year of the Company
shall not exceed 1,000,000 shares (the "Maximum Annual Employee Grant").
6. Term of Plan. The Plan shall become effective upon its adoption by
the Board. It shall continue in effect until August 16, 2001, unless sooner
terminated under Section 14 of the Plan.
7. Term of Option. The term of each Option shall be no more than ten
(10) years from the date of grant. However, in the case of an Incentive Stock
Option granted to an Optionee who, at the time the Option is granted, owns
Shares representing more than ten percent (10%) of the voting power of all
classes of shares of the Company or any Parent or Subsidiary, the term of the
Option shall be no more than five (5) years from the date of grant.
8. Exercise Price and Consideration.
(a) The per Share exercise price under each Option shall be such
price as is determined by the Board, subject to the following:
(1) In the case of an Incentive Stock Option
(i) granted to an Employee who, at the time of the
grant of such Incentive Stock Option, owns shares representing more than ten
percent (10%) of the voting power of all classes of shares of the Company or any
Parent or Subsidiary, the per Share exercise price shall be no less than 110% of
the fair market value per Share on the date of grant.
(ii) granted to any other Employee, the per Share
exercise price shall be no less than 100% of the fair market value per Share on
the date of grant.
(2) In the case of a Nonqualified Stock Option the per
Share exercise price may be less than, equal to, or greater than the fair market
value per Share on the date of grant.
(b) The fair market value per Share shall be the closing price per
share of the Common Share on the Nasdaq Stock Market ("Nasdaq") on the date of
grant. If the Shares cease to be listed on Nasdaq, the Board shall designate an
alternative method of determining the fair market value of the Shares.
<PAGE> 5
(c) The consideration to be paid for the Shares to be issued upon
exercise of an Option, including the method of payment, shall be determined by
the Board at the time of grant and may consist of cash and/or check. Payment may
also be made by delivering a properly executed exercise notice together with
irrevocable instructions to a broker to promptly deliver to the Company the
amount of sale proceeds necessary to pay the exercise price. If the Optionee is
an officer of the Company within the meaning of Section 16 of the Exchange Act,
he may in addition be allowed to pay all or part of the purchase price with
Shares. Shares used by officers to pay the exercise price shall be valued at
their fair market value on the exercise date.
(d) Prior to issuance of the Shares upon exercise of an Option,
the Optionee shall pay any federal, state, and local withholding obligations of
the Company, if applicable. If an Optionee is an officer of the Company within
the meaning of Section 16 of the Exchange Act, he may elect to pay such
withholding tax obligations by having the Company withhold Shares having a value
equal to the amount required to be withheld. The value of the Shares to be
withheld shall equal the fair market value of the Shares on the day the Option
is exercised. The right of an officer to dispose of Shares to the Company in
satisfaction of withholding tax obligations shall be deemed to be approved as
part of the initial grant of an option, unless thereafter rescinded, and shall
otherwise be made in compliance with Rule 16b-3 and other applicable
regulations.
9. Exercise of Option.
(a) Procedure for Exercise; Rights as a Shareholder. Any Option
granted hereunder shall be exercisable at such times and under such conditions
as determined by the Board at the time of grant, and as shall be permissible
under the terms of the Plan.
An Option may not be exercised for a fraction of a Share.
An Option shall be deemed to be exercised when written notice of
such exercise has been given to the Company in accordance with the terms of the
Option by the person entitled to exercise the Option and full payment for the
Shares with respect to which the Option is exercised has been received by the
Company. Full payment may, as authorized by the Board, consist of any
consideration and method of payment allowable under Section 8(c) of the Plan.
Until the issuance (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company) of the share
certificate evidencing such Shares, no right to vote or receive dividends or any
other rights as a shareholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. The Company shall issue (or cause to
be issued) such share certificate promptly upon exercise of the Option. In the
event that the exercise of an Option is treated in part as the exercise of an
Incentive Stock Option and in part as the exercise of a Nonqualified Stock
Option pursuant to Section 5(b), the Company shall issue a share certificate
evidencing the Shares treated as acquired upon the exercise of an Incentive
Stock Option and a separate share certificate evidencing the Shares treated as
acquired upon the exercise of a Nonqualified Stock Option, and shall identify
each such certificate accordingly in its share transfer records. No adjustment
will be made for a dividend or other right for which the record date is prior to
the date the share certificate is issued, except as provided in Section 11 of
the Plan.
<PAGE> 6
Exercise of an Option in any manner shall result in a decrease in
the number of Shares which thereafter may be available, both for purposes of the
Plan and for sale under the Option, by the number of Shares as to which the
Option is exercised.
(b) Termination of Status as Employee. In the event of termination
of an Optionee's Continuous Status as an Employee, such Optionee may exercise
stock options to the extent exercisable on the date of termination. Such
exercise must occur within three (3) months (or such shorter time as may be
specified in the grant), after the date of such termination (but in no event
later than the date of expiration of the term of such Option as set forth in the
Option Agreement). To the extent that the Optionee was not entitled to exercise
the Option at the date of such termination, or does not exercise such Option
within the time specified herein, the Option shall terminate.
(c) Disability of Optionee. Notwithstanding the provisions of
Section 9(b) above, in the event of termination of an Optionee's Continuous
Status as an Employee as a result of total and permanent disability (i.e., the
inability to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or which has lasted or can be expected to last for a continuous
period of twelve (12) months), the Optionee may exercise the Option, but only to
the extent of the right to exercise that would have accrued had the Optionee
remained in Continuous Status as an Employee for a period of twelve (12) months
after the date on which the Employee ceased working as a result of the total and
permanent disability. Such exercise must occur within eighteen (18) months (or
such shorter time as is specified in the grant) from the date on which the
Employee ceased working as a result of the total and permanent disability (but
in no event later than the date of expiration of the term of such Option as set
forth in the Option Agreement). To the extent that the Optionee was not entitled
to exercise such Option within the time specified herein, the Option shall
terminate.
(d) Death of Optionee. Notwithstanding the provisions of Section
9(b) above, in the event of the death of an Optionee:
(i) who is at the time of death an Employee of the
Company, the Option may be exercised, at any time within six (6) months
following the date of death (but in no event later than the date of expiration
of the term of such Option as set forth in the Option Agreement), by the
Optionee's estate or by a person who acquired the right to exercise the Option
by bequest or inheritance, but only to the extent of the right to exercise that
would have accrued had the Optionee continued living and remained in Continuous
Status as an Employee twelve (12) months after the date of death; or
(ii) whose Option has not yet expired but whose
Continuous Status as an Employee terminated prior to the date of death, the
Option may be exercised, at any time within six (6) months following the date of
death (but in no event later than the date of expiration of the term of such
Option as set forth in the Option Agreement), by the Optionee's estate or by a
person who acquired the right to exercise the Option by bequest or inheritance,
but only to the extent of the right to exercise that had accrued at the date of
termination.
(e) Notwithstanding subsections (b), (c), and (d) above, the Board
shall have the authority to extend the expiration date of any outstanding option
in circumstances in which it deems such action to be appropriate (provided that
no such extension shall extend the term of an
<PAGE> 7
option beyond the date on which the option would have expired if no termination
of the Employee's Continuous Status as an Employee had occurred).
10. Non-Transferability of Options. The Option may not be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any manner other
than by will or by the laws of descent or distribution and may be exercised,
during the lifetime of the Optionee, only by the Optionee; provided that the
Board may permit further transferability, on a general or specific basis, and
may impose conditions and limitations on any permitted transferability.
11. Adjustments Upon Changes in Capitalization or Merger. Subject to
any required action by the shareholders of the Company, the number of Shares
covered by each outstanding Option, the Maximum Annual Employee Grant and the
number of Shares which have been authorized for issuance under the Plan but as
to which no Options have yet been granted or which have been returned to the
Plan upon cancellation or expiration of an Option, as well as the price per
Share covered by each such outstanding Option, shall be proportionately adjusted
for any increase or decrease in the number of issued Shares resulting from a
stock split, reverse stock split, stock dividend, combination, or
reclassification of the Shares, or any other increase or decrease in the number
of issued Shares effected without receipt of consideration by the Company;
provided, however, that conversion of any convertible securities of the Company
shall not be deemed to have been "effected without receipt of consideration."
Such adjustment shall be made by the Board, whose determination in that respect
shall be final, binding, and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of any class, or securities convertible into
shares of any class, shall affect, and no adjustment by reason thereof shall be
made with respect to, the number or price of Shares subject to an Option.
In the event of the proposed dissolution or liquidation of the
Company, the Option will terminate immediately prior to the consummation of such
proposed action, unless otherwise provided by the Board. The Board may, in the
exercise of its sole discretion in such instances, declare that any Option shall
terminate as of a date fixed by the Board and give each Optionee the right to
exercise an Option as to all or any part of the Optioned Shares, including
Shares as to which the Option would not otherwise be exercisable. In the event
of a proposed sale of all or substantially all of the assets of the Company, or
the merger of the Company with or into another corporation, each Option shall be
assumed or an equivalent option shall be substituted by such successor
corporation or a parent or subsidiary of such successor corporation, unless such
successor corporation does not agree to assume the Option or to substitute an
equivalent option, in which case the Board shall, in lieu of such assumption or
substitution, provide for the Optionee to have the right to exercise the Option
as to all of the Optioned Shares, including Shares as to which the Option would
not otherwise be exercisable. If the Board makes an Option fully exercisable in
lieu of assumption or substitution in the event of a merger or sale of assets,
the Board shall notify the Optionee that the Option shall be fully exercisable
for a period of fifteen (15) days from the date of such notice, and the Option
will terminate upon the expiration of such period.
12. Time of Granting Options. The date of grant of an Option shall,
for all purposes, be the date on which the Company completes the corporate
action relating to the grant of an option and all conditions to the grant have
been satisfied, provided that conditions to the exercise of an option shall not
defer the date of grant. Notice of a grant shall be given to each Employee to
whom an Option is so granted within a reasonable time after the determination
has been made.
<PAGE> 8
13. Substitutions and Assumptions. The Board shall have the right to
substitute or assume Options in connection with mergers, reorganizations,
separations, or other transactions to which Section 424(a) of the Code applies,
provided such substitutions and assumptions are permitted by Section 424 of the
Code and the regulations promulgated thereunder. The number of Shares reserved
pursuant to Section 3 may be increased by the corresponding number of Options
assumed and, in the case of a substitution, by the net increase in the number of
Shares subject to Options before and after the substitution.
14. Amendment and Termination of the Plan.
(a) Amendment and Termination. The Board may amend or terminate
the Plan from time to time in such respects as the Board may deem advisable
(including, but not limited to amendments which the Board deems appropriate to
enhance the Company's ability to claim deductions related to stock option
exercises); provided that any increase in the number of Shares subject to the
Plan, other than in connection with an adjustment under Section 11 of the Plan,
shall require approval of or ratification by the shareholders of the Company.
(b) Employees in Foreign Countries. The Board shall have the
authority to adopt such modifications, procedures, and subplans as may be
necessary or desirable to comply with provisions of the laws of foreign
countries in which the Company or its Subsidiaries may operate to assure the
viability of the benefits from Options granted to Employees employed in such
countries and to meet the objectives of the Plan.
(c) Effect of Amendment or Termination. Any such amendment or
termination of the Plan shall not affect Options already granted and such
Options shall remain in full force and effect as if this Plan had not been
amended or terminated, unless mutually agreed otherwise between the Optionee and
the Board, which agreement must be in writing and signed by the Optionee and the
Company.
15. Conditions Upon Issuance of Shares. Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such Option and the
issuance and delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of
1933, as amended, the Exchange Act, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the Shares may
then be listed, and shall be further subject to the approval of counsel for the
Company with respect to such compliance.
16. Reservation of Shares. The Company, during the term of this
Plan, will at all times reserve and keep available such number of Shares as
shall be sufficient to satisfy the requirements of the Plan.
17. Shareholder Approval. The Plan, as amended, is subject to
approval by the shareholders of the Company at the Annual Meeting of
Shareholders to be held on November 12, 1996. If the Plan, as herein amended, is
not so approved by the shareholders, the Plan, as previously approved, shall
continue in effect.
[The number of shares in Sections 3 and 5(e) have been increased to reflect the
2-for-1 stock split in May 1994.]
<PAGE> 1
EXHIBIT 5 AND 23.2
OPINION OF COUNSEL REGARDING LEGALITY AND CONSENT OF COUNSEL
{LETTERHEAD OF PRESTON GATES & ELLIS}
November 21, 1996
Microsoft Corporation
One Microsoft Way
Redmond, Washington 98052-6399
Re: Microsoft Corporation 1991 Stock Option Plan
Ladies and Gentlemen:
We have acted as counsel to Microsoft Corporation (the "Company") in
connection with the registration with the Securities and Exchange Commission on
Form S-8 of shares of Microsoft's common stock, without par value (the
"Shares"), which will be issuable upon exercise of options granted under the
above-referenced plan (the "Plan"). In connection with that registration, we
have reviewed the proceedings of the Board of Directors of Microsoft relating to
the registration and proposed issuance of the common stock, the Articles of
Incorporation of Microsoft and all amendments thereto, the Bylaws of Microsoft
and all amendments thereto, and such other documents and matters as we have
deemed necessary to the rendering of the following opinion.
Based upon that review, it is our opinion that the Shares when issued
in conformance with the terms and conditions of the Plan, will be legally
issued, fully paid, and nonassessable under the Washington Business Corporation
Act.
We do not find it necessary for the purposes of this opinion to cover,
and accordingly we express no opinion as to, the application of the securities
or blue sky laws of the various states as to the issuance and sale of the
Shares.
We consent to the use of this opinion in the registration statement
filed with the Securities and Exchange Commission in connection with the
registration of the Shares and to the reference to our firm under the heading
"Interests of Named Experts and Counsel" in the registration statement.
Very truly yours,
PRESTON GATES & ELLIS
By /s/ Richard B. Dodd
Richard B. Dodd
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
Microsoft Corporation:
We consent to the incorporation by reference in this Post-effective Amendment
No. 1 to Registration Statement No. 33-51583 on Form S-8 of Microsoft
Corporation of our report dated July 22, 1996, appearing in and incorporated by
reference in the Annual Report on Form 10-K of Microsoft Corporation for the
year ended June 30, 1996.
Deloitte & Touche LLP
Seattle, Washington
November 19, 1996
