<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)
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)
----------------------
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)
----------------------
Copies of all communications to:
Richard B. Dodd
Christopher H. Cunningham
Preston Gates & Ellis
5000 Columbia Center
701 Fifth Avenue
Seattle, Washington 98104-7078
----------------------
================================================================================
<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 8(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 shares 953,849 shares $96.30 $91,855,658.70 $31,674.37
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 February 7, 1996, as reported on the Nasdaq Stock Market.
The Index to Exhibits is located at Page II-5.
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
AVAILABLE INFORMATION.............................................................................................. 2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE.................................................................. 2
THE COMPANY........................................................................................................ 3
SELLING SHAREHOLDERS............................................................................................... 3
LEGAL MATTERS...................................................................................................... 4
EXPERTS............................................................................................................ 5
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES......................................................................................... 5
OTHER INFORMATION.................................................................................................. 5
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS............................................................................. II-1
SIGNATURES......................................................................................................... II-3
INDEX TO EXHIBITS.................................................................................................. II-5
</TABLE>
-ii-
<PAGE> 4
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 Shareholders 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 Information by Incorporation of Certain Information by
Reference Reference
13 Disclosure of Commission Position on Disclosure Of Commission Position On
Indemnification for Securities Act Liabilities Indemnification For Securities Act
Liabilities
Exhibit Index Page II-5
</TABLE>
-iii-
<PAGE> 5
PROSPECTUS
MICROSOFT CORPORATION
953,849 Common Shares
Par Value of $.00005 Per Share
----------------------
This Prospectus relates to up to 953,849 shares of common stock (the
"Shares") of Microsoft Corporation, a Washington corporation ("Microsoft"),
which may be offered from time to time by the selling shareholders named herein
(the "Selling Shareholders"). Microsoft will not receive any of the proceeds
from the sale of the Shares. Microsoft will bear the costs relating to the
registration of the Shares estimated to be approximately $37,000.
The Shares are registered as a result of a merger (the "Merger")
between Microsoft, Bumbershoot, Ltd., a Delaware corporation and wholly owned
subsidiary of Microsoft, and Vermeer Technologies, Inc. ("Vermeer"). Pursuant
to the Merger, Microsoft agreed to register the Shares received by each Selling
Shareholder in the Merger.
Microsoft has been advised by each Selling Shareholder that 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.
Certain of the Selling Shareholders may distribute their shares, from time to
time, to their limited and/or general partners who may sell Shares pursuant to
this Prospectus. 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. 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. In addition, any securities covered by this
prospectus which qualify for sale pursuant to Rule 144 of the Securities Act of
1933, as amended (the "1933 Act"), may be sold under Rule 144 rather than
pursuant to this Prospectus. Finally, 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 1933 Act, 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
February 7, 1996 was $96.30 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 February __, 1996.
All of the securities to be registered hereby are to be offered for the
account of security holders.
<PAGE> 6
AVAILABLE INFORMATION
Microsoft is subject to the informational 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 Microsoft 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. Microsoft's Shares
are listed on the Nasdaq Stock Market. In addition to the addresses listed
above, reports, proxy statements, and other information concerning Microsoft can
be inspected at the offices of the Nasdaq Stock Market.
----------------------
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by Microsoft with the Commission are
incorporated by reference in this Prospectus:
1. Microsoft'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. The description of the Common Stock of Microsoft which is contained
in the registration statement of Microsoft filed on Form S-4, dated February 17,
1995.
All documents filed by Microsoft 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.
Microsoft 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 Investor
Relations Department, Microsoft Corporation, 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 Microsoft. 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 Microsoft since the date hereof.
----------------------
This Prospectus constitutes a part of a Registration Statement which
Microsoft has filed with the Commission under the 1933 Act, with respect to the
Shares. This Prospectus omits certain of the information
2
<PAGE> 7
contained in the Registration Statement, and reference is hereby made to the
Registration Statement and related Exhibits thereto for further information with
respect to Microsoft 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. 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 SHAREHOLDERS
904,374 of the Shares described in this Prospectus are owned by the
individuals listed below. Some or all of the Additional Shares, defined below,
may be distributed, on a pro rata basis, to the Selling Shareholders thereby
increasing their ownership accordingly. All of the shares offered hereby were
acquired in connection with the Microsoft acquisition of Vermeer. Certain of the
Selling Shareholders, indicated below with an asterisk (*), are employees of
Microsoft, but otherwise, the Selling Shareholders have no material relationship
with Microsoft.
<TABLE>
<CAPTION>
No. of Shares
Name of Owned Prior Received from Shares
Selling Shareholders (1) Offering Microsoft Owned (2)
- --------------------------------------------- -------------------- ---------------- -------------
<S> <C> <C> <C>
Atlas Venture Fund II, L.P. 0 164,360 164,360
Banghart, David and Catherine JTWROS 100 227 327
Blanchard, Denice 0 276 276
Blumer, Thomas P.* 0 4,134 4,134
Brown & Bain, P.A 0 3,714 3,714
Clark, Cheryl 0 92 92
Cuoco, Edmund* 0 1,723 1,723
Davoli, Robert and Eileen McDonagh, 0 15,498 15,498
JTWROS
Gettys, James 0 1,292 1,292
Harrison, Shelley 0 3,445 3,445
Kaysen, Carl 0 227 227
Kerr, Andrew 450 6,890 7,340
</TABLE>
3
<PAGE> 8
<TABLE>
<S> <C> <C> <C>
LeBlanc, Camilli 0 4,134 4,134
Masciarelli, James P 0 3,307 3,307
Matrix IV Entrepreneurs Fund, L.P. 0 16,436 16,436
Matrix Partners IV, L.P. 0 312,285 312,285
Menlo Entrepreneurs Fund VI, L.P. 0 517 517
Menlo Ventures VI, L.P. 0 34,452 34,452
Miller, Jonathan and Diane Fassino 550 227 777
Nanji, Feisal B 168 8,269 8,437
Pilkington, Cynthia 0 4,134 4,134
Sigma Associates III, L.P. 0 27,397 27,397
Sigma Investors III, L.P. 0 4,180 4,180
Sigma Partners III, L.P. 0 281,646 281,646
The Career Group, Ltd. 0 5,512 5,512
Total 904,374(3) 905,642
</TABLE>
(1) None of the Selling Shareholders held any office with Microsoft
during the last three years.
(2) All amounts are less than 1% of the issued and outstanding shares
of common stock of Microsoft.
(3) In addition, the Selling Shareholders may receive "Additional
Shares" to the extent Vermeer employees who hold restricted shares or unvested
options decide not to relocate to Redmond, Washington or are otherwise
terminated during a transition period which will end no later than May 12, 1996.
The maximum number of such Additional Shares is 49,475. An equivalent number of
shares have been included in this Registration Statement but are not included in
this table. An amended prospectus will be filed to reflect any change in
the number of shares offered by the individual Selling Shareholders.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for
Microsoft by Preston Gates & Ellis, 5000 Columbia Center, 701 Fifth Avenue,
Seattle, Washington 98104. Attorneys who are partners or employed by Preston
Gates & Ellis who have provided advice with respect to the Merger in the
aggregate own less than 50,000 Shares.
4
<PAGE> 9
EXPERTS
The consolidated financial statements of Microsoft 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 Microsoft'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 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 Microsoft's Restated Articles of Incorporation
authorizes Microsoft to indemnify any present or former director, officer,
employee, or agent of Microsoft, or a person serving in a similar post in
another organization at the request of Microsoft, 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.
OTHER INFORMATION
Microsoft's revenues and net income for the 30-day period ended
February 11, 1996 were $725 Million and $180 Million, respectively. The Merger,
described above, which closed January 12, 1996, has been accounted for as a
pooling of interests. The revenue and net income amounts set forth above include
30 days of combined operations with Vermeer. This information is reported for
purposes of complying with the Securities and Exchange Commission's Accounting
Series Release 135. This information includes operations from part of the third
quarter of Microsoft's fiscal year, which quarter will end March 31, 1996, and
is not necessarily indicative of the results of operations for Microsoft's
third quarter ending March 31, 1996 or the fiscal year ending June 30, 1996.
5
<PAGE> 10
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-- $ 31,674.37
Securities and Exchange Commission
Accountant's Fees $ 1,000.00
Legal Fees $ 3,000.00
Miscellaneous $ 500.00
Total $ 36,174.37
============
</TABLE>
Item 15. Indemnification of Directors and Officers.
Article XII of the Restated Articles of Incorporation of Microsoft
authorizes Microsoft 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 Microsoft are entitled to indemnification
by the Selling Shareholders against any cause of action, loss, claim, damage, or
liability to the extent it arises out of or is based upon the failure of 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 Microsoft by such Selling Shareholder or such
underwriter.
Item 16. List of Exhibits.
The Exhibits to this registration statement are listed in the Index to
Exhibits on page II-5.
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:
II-1
<PAGE> 11
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by Microsoft
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") that are incorporated by
reference in this 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.
(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> 12
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 7th day of
February 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
attorney-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 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\ Michael W. Brown Vice President, Finance; Chief Financial Officer January 31, 1996
- ------------------------ (Principal Financial and Accounting Officer)
Michael W. Brown
\s\ William H. Gates III Chairman, Chief Executive Officer, January 31, 1996
- ------------------------ Director (Principal Executive Officer)
William H. Gates III
\s\ Paul G. Allen Director January 31, 1996
- ------------------------
Paul G. Allen
\s\ Richard A. Hackborn Director January 31, 1996
- ------------------------
Richard A. Hackborn
\s\ David F. Marquardt Director January 31, 1996
- ------------------------
David F. Marquardt
\s\ Robert D. O'Brien Director January 31, 1996
- ------------------------
Robert D. O'Brien
</TABLE>
II-3
<PAGE> 13
<TABLE>
<S> <C> <C>
\s\ William G. Reed, Jr. Director January 31, 1996
- ------------------------
William G. Reed, Jr.
\s\ Jon A. Shirley Director January 31, 1996
- ------------------------
Jon A. Shirley
Director January __, 1996
- ------------------------
Jill E. Barad
</TABLE>
II-4
<PAGE> 14
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 1995 Annual Report to Shareholders (1)
23.1 Consent of Deloitte & Touche LLP as Independent Accountants
23.2 Consent of Preston Gates & Ellis (2)
24 Power of Attorney II-3
</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-5
<PAGE> 1
February 12, 1996
Microsoft Corporation
One Microsoft Way
Redmond, WA 98052
Re: Registration Statement on Form S-3
Gentleman:
In connection with the registration of 953,849 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 the selling shareholders, (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/ Richard B. Dodd
____________________
Richard B. Dodd
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITIORS' 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.
/s/ Deloitte & Touch LLP
Seattle, Washington
February 12, 1996
