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As filed with the Securities and Exchange Commission on August 18, 1998
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------
REGISTRATION STATEMENT
ON FORM S-8
Under
THE SECURITIES ACT OF 1933
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
(425) 882-8080
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(Address of registrant's Principal Executive Offices)
MICROSOFT CORPORATION 1998 SPECIAL STOCK AWARD PROGRAM
(Full title of the plan)
--------------------------------
Robert A. Eshelman
Associate General Counsel
One Microsoft Way
Redmond, Washington 98052-6399
(425) 882-8080
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(Name and address of agent for service)
Copies of all communications to:
Mark R. Beatty
Preston Gates & Ellis LLP
5000 Columbia Seafirst Center
701 Fifth Avenue
Seattle, WA 98104
(206) 623-7580
<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 par
value $.000025 250,000 $103.19 $25,797,500 $7,611
</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 August 11, 1998, as reported on the Nasdaq Stock Market.
The Exhibit Index appears after the Signature Page of this Registration
Statement.
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
The documents containing the information specified in Part I of this
Registration Statement will be sent or given to eligible employees as specified
by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities
Act"). Such documents are not required to be and are not filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428(b) or
additional information about the Microsoft Corporation 1998 Special Stock Award
Program are available without charge by contacting:
Shareholder Services
Microsoft Corporation
One Microsoft Way
Redmond, Washington 98052-6399
(425) 882-8080
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Microsoft hereby incorporates by reference into this Registration Statement
the documents listed below. In addition, all documents subsequently filed
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents:
(a) Microsoft's latest annual report filed pursuant to Section 13(a) or
15(d) of the Exchange Act, or either the latest prospectus filed pursuant to
Rule 424(b) under the Securities Act of 1933, that contains audited financial
statements for Microsoft's latest fiscal year for which such statements have
been filed, or Microsoft's effective Registration Statement on Form 10 filed
under the Exchange Act containing audited financial statements for Microsoft's
latest fiscal year.
2
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(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by Microsoft's document
referred to in (a) above.
(c) The description of Microsoft's common stock, which is contained in a
Registration Statement of the Company filed on Form S-3, dated December 13,
1996, registration number 333-17143.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the Shares offered hereby will be passed upon for Microsoft
by Preston Gates & Ellis LLP, 5000 Columbia Center, 701 Fifth Avenue, Seattle,
Washington 98104. Attorneys who are partners or employed by Preston Gates &
Ellis LLP who have provided advice with respect to this matter in the aggregate
own less than 500,000 Shares.
Item 6. Indemnification of Directors and Officers.
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.
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 7. Exemption from Registration Claimed.
Not Applicable.
3
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Item 8. Exhibits.
The Exhibits to this registration statement are listed in the Index to
Exhibits on page 7.
Item 9. Undertakings.
(a) 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:
To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the 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.
(b) The undersigned registrant hereby undertakes that, 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 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.
4
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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-8 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 this 7th day of
August, 1998.
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 or her attorney-in-
fact, for him or her 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 August 7, 1998
- ------------------------------ Officer, Director (Principal
William H. Gates III Executive Officer)
/s/ Gregory B. Maffei Vice President, Finance; Chief August 7, 1998
- ------------------------------ Financial Officer (Principal
Gregory B. Maffei Financial and Accounting
Officer)
/s/ Paul G. Allen Director August 7, 1998
- ------------------------------
Paul G. Allen
/s/ Richard A. Hackborn Director August 7, 1998
- ------------------------------
Richard A. Hackborn
</TABLE>
5
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/s/ David F. Marquardt Director August 7, 1998
- ------------------------------
David F. Marquardt
/s/ William G. Reed Director August 7, 1998
- ------------------------------
William G. Reed, Jr.
/s/ Jon A. Shirley Director August 7, 1998
- ------------------------------
Jon A. Shirley
/s/ Jill E. Barad Director August 7, 1998
- ------------------------------
Jill E. Barad
6
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INDEX TO EXHIBITS
Exhibit Number Description
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4 Microsoft Corporation 1998 Special Stock Award Program
5 Opinion of Counsel regarding legality
23.1 Consent of Independent Public Accountant
23.2 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney (Contained within Signature Page)
7
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EXHIBIT 4
Special Stock Award Program July 1998
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SUMMARY
The Special Stock Award Program (the "Program") is a program by which
Microsoft will give shares of Microsoft's stock to key employees of the
Company.
PURPOSE
The purpose of the Program is to enable Microsoft to recognize and reward
key employees for significant achievements and contributions to the
Company's success.
AWARDS
Awards under the Program have two components:
. STOCK BONUS. The Recipient of an Award will receive registered shares of the
Company's stock, without cost to the Recipient. The shares are given to the
Recipient outright, without contingency on continued service and without
restrictions on transfer.
. TAX PAYMENT. Microsoft will calculate all of the Recipient's employment taxes
associated with this award (e.g., income tax, FICA) and will remit this amount
to the appropriate taxing agencies on the employee's behalf.
If the Company determines in its sole discretion that it is illegal or
inadvisable for it to grant, or for the Key Employee to receive, an Award
or some component thereof, the Company retains the right to modify the
Award, to grant fractional Awards, to substitute other legal forms of
compensation of equal or unequal value, in part or in combination, or to
grant nothing at all, at its sole discretion.
TOTAL SHARES
The total number of shares granted during the life of Program, for all
Awards, will not exceed 250,000 shares of Microsoft common stock.
AWARD SIZE
No Award may be for less than one share. No Award may be for more shares
than remain to be granted in the Program (i.e., the maximum number of
shares set forth in the paragraph above on Total Shares, net any shares
previously Awarded under the Program). Within these limits, the size of the
award is at the discretion of the Approvers (defined below).
ELIGIBILITY
Key employees of the Company are eligible to receive Awards under the
Program. Key Employees are defined loosely as those executives, managers,
and individual contributors whose achievements or contributions have been
or are expected to have a significant effect on the Company's success.
It is expected that most of the employees who receive Awards under the
program will have been identified as Key People in the annual review
process. However, being so identified is not a requirement to receive an
Award.
PARTICIPATION
It is anticipated that there will be no greater than 100 awards during any
fiscal year. However, the number of Awards in a year may exceed 100 so long
as the total number of shares granted under all Awards under the Program
does not exceed the total number of shares reserved for the Program, as set
forth above in the paragraph on Total Shares.
Page 1 of 2
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Special Stock Award Program July 1998
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APPROVERS
All Awards under the program will be subject to Executive Committee
approval. All Awards will be granted only by action of the Board of
Directors or by the Compensation Committee of the Board of Directors
("Compensation Committee").
All awards to Section 16b Executives must be approved by the Compensation
Committee prior to giving the Award. Post facto ratification of an Award
to a Section 16b Executive is not sufficient.
IMPLEMENTATION DATE
The Program will be implemented effective as of July 1, 1998.
Page 2 of 2
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EXHIBIT 5
OPINION OF COUNSEL REGARDING LEGALITY AND CONSENT OF COUNSEL
[LETTERHEAD OF PRESTON GATES & ELLIS LLP]
August 18, 1998
Microsoft Corporation
One Microsoft Way
Redmond, Washington 98052-6399
Re: Microsoft Corporation 1998 Special Stock Award Program
Ladies and Gentlemen:
We have acted as counsel to Microsoft Corporation (the "Company") in
connection with the registration with the Securities and Exchange Commission on
Form S-8 of shares of Microsoft's common stock, par value $.000025 (the
"Shares"), which will be awarded to certain Microsoft employees under the above-
referenced program (the "Program"). In connection with that registration, we
have reviewed the proceedings of the Board of Directors of Microsoft relating to
the registration and proposed issuance of the common stock, the Articles of
Incorporation of Microsoft and all amendments thereto, the Bylaws of Microsoft
and all amendments thereto, and such other documents and matters as we have
deemed necessary to the rendering of the following opinion.
Based upon that review, it is our opinion that the Shares when issued in
conformance with the terms and conditions of the Program, will be legally
issued, fully paid, and nonassessable under the Washington Business Corporation
Act.
We do not find it necessary for the purposes of this opinion to cover, and
accordingly we express no opinion as to, the application of the securities or
blue sky laws of the various states as to the issuance and sale of the Shares.
We consent to the use of this opinion in the registration statement filed
with the Securities and Exchange Commission in connection with the registration
of the Shares and to the reference to our firm under the heading "Interests of
Named Experts and Counsel" in the registration statement.
Very truly yours,
PRESTON GATES & ELLIS LLP
By /s/ Mark R. Beatty
Mark R. Beatty
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
Microsoft Corporation:
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of Microsoft Corporation of our report dated July 17, 1997, (August
1, 1997, as to Acquisition Note) incorporated by reference in the Annual Report
on Form 10-K of Microsoft Corporation for the year ended June 30, 1997.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Seattle, Washington
August 13, 1998
