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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
CONCENTRIC NETWORK CORPORATION
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
00020589R1
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(CUSIP Number)
June 30, 1999
(Date of Event Which Requires Filing of this Statement)
Robert A. Eshelman, Esq.
General Counsel, Finance & Administration
Microsoft Corporation
One Microsoft Way
Redmond, Washington 98052-6399
(425) 882-8080
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[_] Rule 13d-1(b)
[x] Rule 13d-1(c)
[_] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No.: 00020589R1
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1 NAME OF REPORTING PERSON
Microsoft Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
91-1144442
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Washington
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5 SOLE VOTING POWER
NUMBER OF 1,752,380
SHARES -----------------------------------------------------------
6 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING 1,752,380
PERSON -----------------------------------------------------------
8 SHARED DISPOSITIVE POWER
WITH
-0-
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,752,380. On June 30, 1999, Microsoft Corporation ("Microsoft")
purchased (i) 50,000 shares of Series C 7% Convertible Redeemable
Preferred Stock Due 2010 (the "Preferred Shares") of Concentric Network
Corporation ("Concentric") and (ii) a warrant to purchase 500,000 shares
of Concentric common stock (the "Warrant"), all pursuant to the terms and
conditions of a purchase agreement between the parties dated as of June
21, 1999 (the "Purchase Agreement"). Pursuant to the Purchase Agreement,
the Preferred Shares are convertible within 60 days into 1,252,380 shares
of common stock of Concentric and the Warrant is exercisable within 60
days. Microsoft is subject to certain transfer and other restrictions
regarding the Preferred Shares, the Warrant and the common stock issuable
upon conversion of the Preferred Shares or exercise of the Warrant, for a
period of 545 days from the date of the Purchase Agreement (the
"Restriction Period"). The number of shares of common stock into which the
Preferred Shares are convertible is subject to change as provided for in
the certificate of designation filed as an amendment to Concentric's
Certificate of Incorporation. The Restriction Period is subject to earlier
termination upon the happening of certain events specified in the Purchase
Agreement.
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.02%
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12 TYPE OF REPORTING PERSON
CO
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Item 1.
(a) Name of Issuer: Concentric Network Corporation
(b) Address of Issuer's Principal Executive Offices:
10590 North Tantau Avenue
Cupertino, CA 95014
Item 2.
(a) Name of Person Filing: Microsoft Corporation
(b) Address of Principal Business Office:
One Microsoft Way
Redmond, Washington 98052-6399
(c) Citizenship: State of Washington
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 00020589R1
Item 3. Not Applicable.
Item 4. Ownership
(a) Amount Beneficially Owned: 1,752,380. On June 30, 1999, Microsoft
Corporation ("Microsoft") purchased (i) 50,000 shares of Series C 7% Convertible
Redeemable Preferred Stock Due 2010 (the "Preferred Shares") of Concentric
Network Corporation ("Concentric") and (ii) a warrant to purchase 500,000 shares
of Concentric the common stock (the "Warrant"), all pursuant to the terms and
conditions of a purchase agreement between the parties dated as of June 31, 1999
(the "Purchase Agreement"). Pursuant to the Purchase Agreement, the Preferred
Shares are convertible within 60 days into 1,252,380 shares of common stock of
Concentric and the Warrant is exercisable within 60 days. Microsoft is subject
to certain transfer and other restrictions regarding the Preferred Shares, the
Warrant and the common stock issuable upon conversion of the Preferred Shares or
exercise of the Warrant, for a period of 545 days from the date of the Purchase
Agreement (the "Restriction Period"). The number of shares of common stock into
which the Preferred Shares are convertible is subject to change as provided for
in the certificate of designation filed as an amendment to Concentric's
Certificate of Incorporation. The Restriction Period is subject to earlier
termination upon the happening of certain events specified in the Purchase
Agreement.
(b) Percent Of Class: 8.02%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
1,752,380
(ii) shared power to vote or to direct the vote
-0-
(iii) sole power to dispose or to direct the disposition of
1,752,380
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(iv) shared power to dispose or to direct the disposition of
-0-
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of the Group
Not Applicable
Item 10. Certification
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
[Remainder of page intentionally blank]
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
July 9, 1999
MICROSOFT CORPORATION
By /s/ Robert A. Eshelman
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Robert A. Eshelman
General Counsel, Finance & Operations
