<PAGE>
================================================================================
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:
Mark R. Beatty
Sophie Hager Hume
Preston Gates & Ellis LLP
5000 Columbia Center
701 Fifth Avenue
Seattle, Washington 98104-7078
________________________________________
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 of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered registered* offering price per share* aggregate offering price* registration fee**
--------------------------- ---------- ------------------------ ------------------------ ----------------
<S> <C> <C> <C> <C>
Common Shares par value
$.000025 154,898 shares $144.75 $22,421,485.50 $6,794.39
</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 July 16, 1997, as reported on the Nasdaq Stock Market.
The Index to Exhibits is located at Page II-5.
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
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
INFORMATION NOT REQUIRED IN PROSPECTUS................................................ II-1
SIGNATURES............................................................................ II-3
INDEX TO EXHIBITS..................................................................... II-4
</TABLE>
<PAGE>
PROSPECTUS
----------
MICROSOFT CORPORATION
154,898 Common Shares
Par Value of $.000025 Per Share
________________________________________
This Prospectus relates to up to 154,898 shares of common stock (the
"Common 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 Common Shares. Microsoft will
bear the costs relating to the registration of the Common Shares estimated to be
approximately $6,794.
The Common Shares are registered as a result of (i) the merger of DX
Acquisition, Inc., a Washington corporation and wholly owned subsidiary of
Microsoft with and into Dimension X, a California corporation ("Dimension X")
and (ii) the merger of Cooper & Peters, Inc., a Colorado corporation, with and
into Microsoft (collectively, the "Mergers"). Pursuant to the Mergers,
Microsoft agreed to register the Common Shares received by the Selling
Shareholders in connection with the Mergers. In agreements related to the
Mergers, each Selling Shareholder entered into an investment agreement with
Microsoft (the "Investment Agreement").
Microsoft has been advised by each Selling Shareholder that, subject to the
terms of the Investment Agreement, each Selling Shareholder expects to offer
his, her or its Common Shares to or through brokers and dealers and underwriters
to be selected by the Selling Shareholder from time to time. In addition, the
Common 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 Common Shares owned
by him, her or it as collateral in loan transactions. Upon default by any such
Selling Shareholder, the pledgee in such loan transaction would have the same
rights of sale as such Selling Shareholder under this Prospectus. Each Selling
Shareholder also may enter into exchange traded listed option transactions which
require the delivery of the Common Shares listed hereunder. Subject to the
terms of the Investment Agreement, each Selling Shareholder may also transfer
Common 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 Common 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 Common Shares are traded on the Nasdaq Stock Market under the symbol
MSFT. The average of the high and low prices of the Common Shares as reported
on the Nasdaq Stock Market on July 16, 1997 was $144.75 per Common Share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
________________________________________
The date of this Prospectus is July 22, 1997
All of the securities to be registered hereby are to be offered for the
account of security holders.
<PAGE>
AVAILABLE INFORMATION
Microsoft is subject to the reporting requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") 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 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's Regional Offices located at 7 World Trade
Center, Suite 1300, New York, New York 10048, and at Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such
material may be obtained by mail from the Public Reference Section of the
Commission at 450 Fifth St., N.W., Washington, D.C. 20549, at prescribed rates.
The Commission maintains a World Wide Web site on the Internet at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding registrants, including Microsoft, that file
electronically with the Commission. The Common Shares are traded as "National
Market Securities" on the Nasdaq National Market. Material filed by Microsoft
can be inspected at the offices of the National Association of Securities
Dealers, Inc., Reports Section, 1735 K Street, N.W., Washington, D.C. 20006.
________________________________________
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,
1997.
2. Microsoft's Proxy Statement dated September 27, 1996.
3. Microsoft's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996.
4. Microsoft's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1996.
5. Microsoft's Quarterly Report on Form 10-Q for the quarter ended March
31, 1997.
6. The description of the Common Stock of Microsoft which is contained in
the registration statement of Microsoft filed on Form S-3, dated December 13,
1996.
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 Common 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.
________________________________________
-2-
<PAGE>
This Prospectus constitutes a part of a Registration Statement which
Microsoft has filed with the Commission under the 1933 Act, with respect to the
Common 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 was founded as a partnership in 1975 and incorporated in 1981.
Microsoft develops, manufactures, licenses, sells, and supports a wide range of
software products, including operating systems for personal computers ("PCs")
and servers; server applications for client/server environments; business and
consumer productivity applications; software development tools; and Internet and
intranet software and technologies. Microsoft has recently expanded its
interactive content efforts, including MSN(TM), The Microsoft Network online
service, various Internet-based services, and entertainment and information
software programs. Microsoft also sells personal computer books and input
devices and researches and develops advanced technologies for future software
products. Microsoft(R) products are available for most 16-bit and 32-bit
microprocessor-based PCs, including PCs from AST Research, Acer, Apple, Compaq,
Dell, Digital Equipment Corporation, Fujitsu, Gateway 2000, Hewlett-Packard,
International Business Machines (IBM), NEC, Olivetti, Packard Bell, Siemens,
Toshiba, and Vobis. The Company develops most of its software products
internally. Microsoft's business strategy emphasizes the development of a broad
line of PC and server software products for business and personal use, marketed
through multiple channels of distribution.
Microsoft is a Washington corporation and its principal executive offices
are located at One Microsoft Way, Redmond, Washington 98052-6399, its telephone
number is (206) 882-8080 and its electronic mail address is [email protected].
SELLING SHAREHOLDERS
All of the Common 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 Mergers. Certain of
the Selling Shareholders, indicated with an asterisk (*), have recently become
employees of Microsoft and one Selling Shareholder, indicated with a double
asterisk (**) has been an employee of Microsoft since December 1996. Otherwise,
none of the Selling Shareholders has a material relationship with Microsoft.
<TABLE>
<CAPTION>
Microsoft Common Number of Common
Name of Shares Owned Prior Shares Received Shares
Selling Shareholders(1) to Offering(2) From Microsoft Owned
-------------------- ------------- -------------- -----
<S> <C> <C> <C>
Albright, Amy and Aaron 0 957 957
Ashby, Shirley K. 0 107 107
Brownfield, Michael S. 0 1,974 1,974
Butz, Chris 0 14 14
Choy, Susan 0 359 359
Conway, R. & G., as Trustees 0 1,150 1,150
Cooper, Kenneth B.* 0 8,268 8,268
Dahan, Elliott** 0 112 112
Devereaux, Daniel R., Esq. 0 531 531
Dimmer, John C. 0 7,896 7,896
Fraize, Scott 0 5,260 5,260
Fry, Gregory 0 9,573 9,573
</TABLE>
-3-
<PAGE>
<TABLE>
<CAPTION>
Microsoft Common Number of Common
Name of Shares Owned Prior Shares Received Shares
Selling Shareholders(1) to Offering(2) From Microsoft Owned
----------------------- -------------- -------------- -----
<S> <C> <C> <C>
Gill, Gerald E. 0 54 54
Holloman, Walter G., M.D. 0 504 504
Howe, William O. 0 531 531
Irvin, William M., M.D. 0 191 191
Jackson, Sue 10,000 2,767 12,767
Jacob, Karl, III* 0 19,144 19,144
Jacob, Karl, Jr. and Katherine B. 0 19,358 19,358
Karns, B. Lee and Lucile, Trust 0 18,010 18,010
Karns, Bradford L. 0 19,144 19,144
Karns, Robert Shane & Deborah 0 957 957
Kenyon, David and Meredith 1,100 3,176 4,276
King, Robert L. and Catherine Z. 0 75 75
Kresko, Robert E. 0 213 213
Krettek, John E., Jr. 0 107 107
Laurel, Christopher J.* 0 8,393 8,393
Luedke, Dan and Susan 100 107 207
Luther, George A. and Dorothy G. 0 54 54
Mandel, Alfred J. 0 531 531
Nolan, William T. and Christine W. 600 531 1,131
Oberhuber, Lukas 0 861 861
Oki, Scott D. 1,200,880 1,974 1,202,854
Peregrine Company Managers Limited 0 1,150 1,150
Peters, Ted A.* 0 8,268 8,268
Pool, David 0 7,896 7,896
Sasser, William F. 0 54 54
Schaerer, Jacques P. and Cheryl L. 0 54 54
Schmitz, Patrick L.* 0 861 861
Sertl, George O. and Carmen R. 0 266 266
Spalding, Donald G. 0 213 213
Stern, Walter G., Trustee 0 531 531
Tookoian, Hagop and Susan 0 75 75
Walendowski, Alan 0 63 63
Watkins, Ryan* 0 2,584 2,584
--------- ------- --------
Total 1,212,680 154,898 1,367,578
</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 Common Shares offered hereby will be passed upon for
Microsoft by Preston Gates & Ellis LLP, 5000 Columbia Center, 701 Fifth Avenue,
Seattle, Washington 98104. As of the date hereof, attorneys in Preston Gates &
Ellis LLP who have worked on substantive matters for Microsoft own less than
250,000 Common Shares.
-4-
<PAGE>
EXPERTS
The consolidated financial statements of Microsoft as of June 30, 1996, and
1995 and for each of the three years in the period ended June 30, 1996,
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 ("WBCA"), public policy or other
applicable law. Chapter 23B.08.510 and .570 of the WBCA 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.
In addition, Microsoft maintains directors' and officers' liability
insurance under which Microsoft's directors and officers are insured against
loss (as defined in the policy) as a result of claims brought against them for
their wrongful acts in such capacities.
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, or otherwise, the registrant has been
informed that in the opinion of the 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.
-5-
<PAGE>
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:
Registration Fee--
Securities and Exchange Commission $ 6,794
Accountants' Fees $ 3,750
Legal Fees $ 5,000
Miscellaneous $ 1,000
=======
Total $16,544
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 WBCA, public policy or other applicable
law. Chapter 23B.8.510 and .570 of the WBCA 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
each of 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 any 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.
In addition, Microsoft maintains directors' and officers' liability
insurance under which Microsoft's directors and officers are insured against
loss (as defined in the policy) as a result of claims brought against them for
their wrongful acts in such capacities.
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
1933 Act;
(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
II-1
<PAGE>
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 Exchange Act that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability under the 1933 Act,
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 1933 Act, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) 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>
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 July 22, 1997.
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/ William H. Gates III Chairman, Chief Executive July 22, 1997
- ----------------------------- Officer, Director (Principal
William H. Gates III Executive Officer)
/s/ Michael W. Brown Vice President, Finance; Chief July 22, 1997
- ----------------------------- Financial Officer (Principal
Michael W. Brown Financial and Accounting
Officer)
/s/ Paul G. Allen Director July 22, 1997
- -----------------------------
Paul G. Allen
/s/ Richard A. Hackborn Director July 22, 1997
- -----------------------------
Richard A. Hackborn
/s/ David F. Marquardt Director July 22, 1997
- -----------------------------
David F. Marquardt
/s/ Robert D. O'Brien Director July 22, 1997
- -----------------------------
Robert D. O'Brien
/s/ William G. Reed, Jr. Director July 22, 1997
- -----------------------------
William G. Reed, Jr.
/s/ Jon A. Shirley Director July 22, 1997
- -----------------------------
Jon A. Shirley
/s/ Jill E. Barad Director July 22, 1997
- -----------------------------
Jill E. Barad
</TABLE>
II-3
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description Page or Footnote
- ----------- ----------- ----------------
<S> <C> <C>
3.1 Restated Articles of Incorporation See footnote /(1)/
3.2 Bylaws See footnote /(2)/
5 Opinion of Counsel re: legality See attached.
13 1996 Annual Report to Shareholders See footnote /(3)/
23.1 Consent of Deloitte & Touche LLP as Independent Accountants See attached.
23.2 Consent of Preston Gates & Ellis LLP See footnote /(4)/
24 Power of Attorney See page II-3
</TABLE>
- ------------------
/(1)/ Incorporated by reference to Exhibit 4.1 to Post-Effective Amendment
Number 3 to Microsoft's Registration Statement on Form S-3 (Commission
File Number 333-17143), filed March 10, 1997.
/(2)/ Incorporated by reference to Microsoft's Form 10-K for the fiscal year
ended June 30, 1994.
/(3)/ Incorporated by reference to Microsoft's Form 10-K for the fiscal year
ended June 30, 1996.
/(4)/ Contained within Exhibit 5
II-4
<PAGE>
Exhibit 5
OPINION OF PRESTON GATES & ELLIS LLP
July 22, 1997
Microsoft Corporation
One Microsoft Way
Redmond, WA 98052
Re: Registration Statement on Form S-3
----------------------------------
Ladies and Gentleman:
In connection with the registration of 154,898 shares of common stock, par
value $.000025 per share (the "Common 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 Common Shares by 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 Common 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 LLP
/s/ Mark R. Beatty
By
Mark R. Beatty
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference on Form S-3 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, and to the reference to Deloitte & Touche LLP under
the heading "Experts" in the Prospectus, which is part of this Registration
Statement.
Deloitte & Touche LLP
Seattle, Washington
July 18, 1997
