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Registration No.:333-857
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT
NUMBER 1 TO
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
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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
ASSOCIATE GENERAL COUNSEL
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)
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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 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.
-ii-
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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 $38,000.
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. The Selling Shareholder may
enter into exchange traded listed option transactions which require the delivery
of the shares listed hereunder. 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 June
25, 1996 was $122.813 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 June __, 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
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.
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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 Investors
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.
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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. 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
911,796 of the Shares described in this Prospectus are owned by the
individuals listed below. 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. 0 165,702 165,702
Banghart, David and Catherine JTWROS 100 229 329
Blanchard, Denice 0 278 278
Blumer, Thomas P.* 0 4,170 4,170
Brown & Bain, P.A. 0 3,746 3,746
Clark, Cheryl 0 93 93
Cuoco, Edmund* 0 1,738 1,738
Davoli, Robert and Eileen McDonagh, JTWROS 0 15,627 15,627
Gettys, James 0 1,303 1,303
Harrison, Shelley 0 3,475 3,475
Kaysen, Carl 0 229 229
Kerr, Andrew 450 6,950 7,400
</TABLE>
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<TABLE>
<CAPTION>
No. of Shares
Name of Owned Prior Received from Shares
Selling Shareholders (1) Offering Microsoft Owned (2)
- --------------------------------------------------- ------------------------------ ---------------------- ------------------
<S> <C> <C> <C>
LeBlanc, Camille 0 4,170 4,170
Masciarelli, James P. 0 3,336 3,336
Matrix IV Entrepreneurs Fund, L.P. 0 16,570 16,570
Matrix Partners IV, L.P. 0 314,834 314,834
Menlo Entrepreneurs Fund VI, L.P. 0 521 521
Menlo Ventures VI, L.P. 0 34,750 34,750
Miller, Jonathan and Diane Fassino 550 229 779
Nanji, Feisal B. 168 8,340 8,508
Pilkington, Cynthia 0 4,170 4,170
Sigma Associates III, L.P. 0 27,620 27,620
Sigma Investors III, L.P. 0 4,214 4,214
Sigma Partners III, L.P. 0 283,942 283,942
The Career Group, Ltd. 0 5,560 5,560
Total 911,796 913,064
</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.
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,
4
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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. The Merger, described
above, which closed January 12, 1996, was 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 ended March 31, 1996, and is not
necessarily indicative of the results of operations for Microsoft's third
quarter ended March 31, 1996 or the fiscal year ending June 30, 1996.
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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
24 Power of Attorney
</TABLE>
II-1
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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 31st day of May
1996.
MICROSOFT CORPORATION
/s/ William H. Gates
-----------------------------
William H. Gates III
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ William H. Gates Dated May 31, 1996
- --------------------------
William H. Gates III
Chairman and CEO
Principal Executive Officer
Michael W. Brown ) Dated May 31, 1996
Vice President, Finance; Chief Financial )
Officer (Principal Financial and ) By /s/ William H. Gates
---------------------
Accounting Officer) ) William H. Gates III
) Chairman of the Board
Directors: ) and CEO
William H. Gates )
Paul G. Allen ) Pursuant to Power of
Richard A. Hackborn ) Attorney dated January 31,
David F. Marquardt ) 1996
Robert D. O'Brien )
William G. Reed, Jr. )
John A. Shirley )
II-2
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description Page or Footnote
- ----------- ----------- ----------------
<C> <C> <C>
23.1 Consent of Deloitte & Touche LLP
as Independent Accountants
24 Power of Attorney
</TABLE>
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to 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 of 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 & TOUCHE LLP
- -------------------------
Seattle, Washington
June 26, 1996
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EXHIBIT 24
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: January 31, 1996
<TABLE>
<S> <C> <C>
/s/ Michael W. Brown Vice President, Finance; Chief Financial Officer
- ------------------------ (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
/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>
