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Filed Pursuant to Rule 424(b)(3)
File No. 333-61507
PROSPECTUS
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MICROSOFT CORPORATION
63,600 Common Shares
Par Value of $.000025 Per Share
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This Prospectus relates to up to 63,600 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 $19,000.
The Common Shares are registered as a result of the merger (the "Merger")
of MV Acquisition Corporation, a Washington corporation and wholly owned
subsidiary of Microsoft, with and into Valence Research, Incorporated, an Oregon
corporation ("Valence"). Pursuant to the Merger, Microsoft agreed to register
the Common Shares received by the Selling Shareholders in connection with the
Merger. In connection with the Merger, each Selling Shareholder entered into an
investment agreement with Microsoft (the "Investment Agreement").
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 August 10, 1998 was $105.375 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.
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The date of this Prospectus is August 21, 1998.
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 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.
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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,
1997.
2. Microsoft's Proxy Statement dated September 26, 1997.
3. Microsoft's Quarterly Report on Form 10-Q for the period ended
September 30, 1997.
4. Microsoft's Quarterly Report on Form 10-Q for the period ended
December 31, 1997, as amended.
5. Microsoft's Quarterly Report on Form 10-Q for the period ended
March 31, 1998.
6. The description of the Common Stock of Microsoft that is contained
in the registration statement of Microsoft filed on Form S-3, dated
December 13, 1996; registration number 333-17143.
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 that 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 (425) 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 that
Microsoft has filed with the Commission under the Securities Act of 1933, as
amended, (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'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 (425) 882-8080 and its electronic mail address is [email protected].
USE OF PROCEEDS
Microsoft will not receive any proceeds from the sale of the Common Shares
offered hereby; nor will such proceeds be available for Microsoft's use or
benefit.
SELLING SHAREHOLDERS
All of the Common Shares described in this Prospectus will be owned
immediately after registration by the Selling Shareholders. All of the shares
offered by the Selling Shareholders were acquired in connection with the Merger.
Such shares do not exceed one percent (1%) of Microsoft's outstanding
capitalization. None of the Selling Shareholders has a material relationship
with Microsoft, except that certain Selling Shareholders are or will be non-
officer employees of Valence or Microsoft.
PLAN OF DISTRIBUTION
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 that 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 that qualify for sale pursuant to Rule 144 of the 1933 Act, and may
be sold under Rule 144 rather than pursuant to this Prospectus.
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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.
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
500,000 Common Shares.
EXPERTS
The financial statements incorporated in this Prospectus by reference from
Microsoft's Annual Report on Form 10-K for the year ended June 30, 1997, have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and have been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
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