<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>
Proposed
Title of each maximum Proposed
class of offering maximum Amount of
securities to Amount to be price per aggregate registration
be registered registered* share* offering price* fee**
------------- ------------ --------- --------------- ------------
<S> <C> <C> <C> <C>
Common shares 345 shares $133.44 $46,036.80 $100.00
par value ---------- ------- ---------- -------
$.00005
</TABLE>
*Estimated pursuant to Rule 457(c) solely for purposes of calculating
amount of registration fee, based upon the average of the high and low prices
reported on September 17, 1996, as reported on the Nasdaq Stock Market.
**Pursuant to Rule 111, the minimum filing fee of $100 is being paid in
connection with the filing of this registration statement.
The Index to Exhibits is located at Page II-4.
i
<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......................................................... 3
EXPERTS............................................................... 4
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES............................................ 4
INFORMATION NOT REQUIRED IN PROSPECTUS................................ II-1
SIGNATURES............................................................ II-3
INDEX TO EXHIBITS..................................................... II-4
</TABLE>
ii
<PAGE> 4
PROSPECTUS
MICROSOFT CORPORATION
345 Common Shares
Par Value of $.00005 Per Share
----------------------------------------
This Prospectus relates to up to 345 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 $5,100.
The Shares are registered as a result of the merger (the "Merger") of
Microsoft with eShop Inc., a California corporation ("eShop"). Pursuant to the
Merger, Microsoft agreed to register the Shares received by each Selling
Shareholder in connection with the Merger. In an agreement related to the
Merger, each Selling Shareholder entered into an investment agreement with
Microsoft (the "Investment Agreement"). The Investment Agreement limits the
amount of Shares the Selling Shareholder may sell until July 15, 1997.
Microsoft has been advised by each Selling Shareholder that, subject to
the terms of the Investment Agreement, the Selling Shareholder expects to offer
his, her, or its Shares to or through brokers and dealers and underwriters to be
selected by the Selling Shareholder from time to time. In addition, the Shares
may be offered for sale through the Nasdaq Stock Market, in the over-the-counter
market, through a market maker, 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. 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. The Selling Shareholder also may enter into
exchange traded listed option transactions which require the delivery of the
Shares listed hereunder. Subject to the terms of the Investment Agreement, each
Selling Shareholder may also transfer Shares owned by him, her, or it in other
ways not involving market makers or established trading markets, including
directly by gift, distribution, or other transfer without consideration, and
upon any such transfer the transferee 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 September
17, 1996 was $133.44 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 September __, 1996.
All of the securities to be registered hereby are to be offered for the account
of security holders.
<PAGE> 5
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 (the "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. 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 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.
----------------------------------------
<PAGE> 6
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 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. 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 SHAREHOLDERS
All of the Shares described in this Prospectus will be owned immediately
after registration by the individuals listed below. All of the shares offered
below were acquired in connection with the Merger. The Selling Shareholders have
no material relationship with Microsoft.
<TABLE>
<CAPTION>
Microsoft Number of Number of
Shares Shares Shares Owned
Name of Owned Prior to Offered After the
Selling Shareholders (1) Offering(2) Hereby Offering
- ------------------------ -------------- --------- ------------
<S> <C> <C> <C>
Daniel Fitting 0 164 164
Ewout Walraven 0 181 181
-- ---- ----
Totals 0 345 345
</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.
--------------------------------
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.
<PAGE> 7
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 have 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.
<PAGE> 8
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses relating to the registration of Shares will be borne by the
registrant. Such expenses are estimated to be as follows:
<TABLE>
<S> <C>
Registration Fee--
Securities and Exchange
Commission $100
Accountant's Fees $1,000
Legal Fees $3,000
Miscellaneous $1,000
Total $5,100
</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-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 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
II-1
<PAGE> 9
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.
[Remainder of Page Intentionally Omitted]
II-2
<PAGE> 10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Redmond, State of Washington on September 17, 1996.
MICROSOFT CORPORATION
/S/ William H. Gates
--------------------------------------
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. Dated
/s/ Michael W. Brown Vice President, Finance; September 17, 1996
- ------------------------ Chief Financial Officer
Michael W. Brown (Principal Financial and
Accounting Officer)
/s/ William H. Gates III
________________________ Chairman, Chief Executive September 19, 1996
William H. Gates III Officer, Director
(Principal Executive
Officer)
/s/ Paul G. Allen Director September 16, 1996
- ------------------------
Paul G. Allen
/s/ Richard A. Hackborn Director September 17, 1996
- ------------------------
Richard A. Hackborn
/s/ David F. Marquardt Director September 16, 1996
- ------------------------
David F. Marquardt
/s/ Robert D. O'Brien Director September 6, 1996
- ------------------------
Robert D. O'Brien
/s/ William G. Reed, Jr. Director September 16, 1996
- ------------------------
William G. Reed, Jr.
/s/ Jon A. Shirley Director September 16, 1996
- ------------------------
Jon A. Shirley
/s/ Jill E. Barad Director September 16, 1996
- ------------------------
Jill E. Barad
II-3
<PAGE> 11
INDEX TO EXHIBITS
Exhibit No. Description Page or Footnote
- ----------- ----------- ----------------
3.1 Restated Articles of Incorporation See footnote (1)
3.2 Bylaws See footnote (1)
5 Opinion of Counsel re: legality See attached.
13 1995 Annual Report to Shareholders See footnote (1)
23.1 Consent of Deloitte & Touche LLP See attached.
as Independent Accountants
23.2 Consent of Preston Gates & Ellis See footnote (2)
24 Power of Attorney See page II-3
- --------
(1) Incorporated by reference to Microsoft's Form 10-K for the fiscal year ended
June 30, 1995.
(2) Contained within Exhibit 5.
II-4
<PAGE> 1
Exhibit 5
OPINION OF PRESTON GATES & ELLIS
September 20, 1996
Microsoft Corporation
One Microsoft Way
Redmond, WA 98052
Re: Registration Statement on Form S-3
Gentlemen:
In connection with the registration of 345 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
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement 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
