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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 2
TO REGISTRATION STATEMENT
ON FORM S-8
Under
THE SECURITIES ACT OF 1933
MICROSOFT CORPORATION
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(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 1991 STOCK OPTION PLAN
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(Full title of the plan)
Robert A. Eshelman
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:
Richard B. Dodd
Matthew S. Topham
Preston Gates & Ellis LLP
701 Fifth Avenue, Suite 5000
Seattle, WA 98104
(206) 623-7580
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EXPLANATORY STATEMENT
A total of 2,080,000,000 shares of common stock of Microsoft Corporation
(as adjusted for stock splits) were registered in connection with the Microsoft
Corporation 1991 Stock Option Plan, as amended (the "1991 Stock Plan") by two
separate registration statements on Form S-8 as follows: (a) 480 million shares
(as adjusted for stock splits) were registered by a registration statement on
Form S-8, filed in November 1991; (b) 800 million shares (as adjusted for stock
splits) were registered by a registration statement on Form S-8, File No. 33-
51583, filed in December 1993 (the "1993 Form S-8); and (c) 800 million shares
(as adjusted for stock splits) were registered by Post-Effective Amendment No. 1
to the 1993 Form S-8, filed on November 22, 1996. On November 9, 2000, the
stockholders of Microsoft Corporation approved the Microsoft Corporation 2001
Stock Plan (the "2001 Stock Plan"), which replaces the 1991 Stock Plan. Of the
2,080,000,000 shares registered in connection with the 1991 Stock Plan,
680,000,000 shares have not been issued and are not subject to issuance upon the
exercise of outstanding options granted under the 1991 Stock Plan. Pursuant to
Instruction E to Form S-8 and the telephonic interpretation of the Securities
and Exchange Commission set forth at pages 123-124 of the Division of
Corporation Finance's Manual of Publicly Available Telephone Interpretations
dated July 1997 (see G. Securities Act Forms, number 89), 680,000,000 shares of
Microsoft common stock registered on the 1993 Form S-8, as amended, are carried
forward to, and deemed covered by, the registration statement on Form S-8 filed
on or about the date hereof in connection with the 2001 Stock Plan (the "2000
Form S-8").
In addition to the 680,000,000 shares being carried forward to the 2000
Form S-8 on or about the date hereof, approximately 838,317,382 shares
registered in connection with the 1991 Stock Plan have not been issued but may
be issued upon the exercise of outstanding options granted under the 1991 Stock
Plan. In the event any of these approximately 838,317,382 shares are not issued
in connection with the 1991 Stock Plan, such as when a currently outstanding
option granted under the 1991 Stock Plan is cancelled without being exercised,
Microsoft Corporation intends to periodically file additional post effective
amendments to the 1993 Form S-8 and 2000 Form S-8 carrying forward such shares
for issuance in connection with the 2001 Stock Plan.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Pursuant to General Instruction E to Form S-8, the contents of the
Registration Statement filed by Microsoft Corporation (the "Company") under
Registration Number 33-51583, as amended, with respect to securities offered
pursuant to the 1991 Stock Plan are hereby incorporated by reference herein.
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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 28th day of
December, 2000.
MICROSOFT CORPORATION
/s/ Steven A. Ballmer
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Steven A. Ballmer
President, Chief Executive Officer
And Director
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.
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<CAPTION>
Dated
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<S> <C> <C>
/s/ William H. Gates III Chairman and Principal December 28, 2000
------------------------ Software Architect
William H. Gates III
/s/ Steven A. Ballmer President and Chief Executive Officer December 28, 2000
------------------------ and Director (principal executive officer)
Steven A. Ballmer
/s/ John G. Connors Senior Vice President, Finance and December 28, 2000
----------------------- Administration; Chief Financial Officer
John G. Connors (principal financial and accounting officer)
/s/ David F. Marquardt Director December 28, 2000
------------------------
David F. Marquardt
Director December __, 2000
------------------------
Ann McLaughlin
/s/ William G. Reed, Jr. Director December 28, 2000
------------------------
William G. Reed, Jr.
/s/ Jon A. Shirley Director December 28, 2000
------------------------
Jon A. Shirley
</TABLE>
