<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 12, 2000
================================================================================
SECURITIES AND EXCHANGE COMMISSION
FORM S-3
REGISTRATION STATEMENT 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
(Address, including zip code, and telephone
number including area code, of registrant's principal
executive office)
----------------------------------------
Robert A. Eshelman
General Counsel, Finance and Operations
One Microsoft Way
Redmond, Washington 98052-6399
(425) 882-8080
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
- --------------------------------------------------------------------------------
Copies of all communications to:
Christopher H. Cunningham
Preston Gates & Ellis LLP
5000 Columbia Center
701 Fifth Avenue
Seattle, Washington 98104-7078
----------------------------------------
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<PAGE>
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 shareholders 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]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [_]
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 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 Stock par
value 163,130 $109.78125 $17,908,615.31 $4,727.87
$.0000125 shares ---------- -------------- ---------
</TABLE>
* Plus an indeterminate number of additional shares of common stock
that may be issued pursuant to stock splits and stock dividends with respect to
the registered shares.
** 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 January 7, 2000, as reported on the Nasdaq Stock Market.
The Index to Exhibits is located at Page II-4.
<PAGE>
PROSPECTUS
----------
MICROSOFT CORPORATION
163,130 Common Shares
________________________________________
This prospectus is part of a registration statement that covers 163,130
shares of our common stock issuable upon the exercise of options granted to
certain former directors and employees of Visio Corporation. Visio Corporation
was acquired by Microsoft on January 7, 2000. We will bear the costs relating
to the registration of the common shares estimated to be approximately $15,000.
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 January 7, 2000 was $109.78125 per common share.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
________________________________________
The date of this prospectus is January __, 2000
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TABLE OF CONTENTS
<TABLE>
<S> <C>
THE COMPANY....................................................... 3
USE OF PROCEEDS................................................... 3
PLAN OF DISTRIBUTION.............................................. 3
LEGAL MATTERS..................................................... 3
EXPERTS........................................................... 4
WHERE YOU CAN FIND MORE INFORMATION............................... 5
</TABLE>
You should rely only on the information contained or incorporated by
reference in this prospectus and in any accompanying prospectus supplement. No
one has been authorized to provide you with different information.
The common shares are not being offered in any jurisdiction where the offer
is not permitted.
You should not assume that the information in this prospectus or any
prospectus supplement is accurate as of any date other than the date on the
front of the documents.
2
<PAGE>
THE COMPANY
Microsoft Corporation 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 system software (for example, Microsoft Windows 98, Windows
NT, and Windows CE) designed for personal computers, servers, handheld
personal computers and other information devices;
. server applications software (for example, Microsoft Exchange Server
and Microsoft SQL Server) designed for client/server environments;
. business and consumer applications software (for example, Microsoft
Word; Microsoft Excel and Microsoft Outlook);
. software development tools; and
. Internet and intranet software and technologies.
Microsoft's efforts also include:
. development of entertainment and information software programs;
. development of the MSN(TM) network of Internet products and services;
. alliances with companies involved with the creation and delivery of
digital information;
. sales of personal computer devices such as the Microsoft Mouse and the
Microsoft Natural Keyboard;
. publication of software-related books; and
. research and development of advanced technologies for future software
products.
Microsoft's business strategy is to develop a broad line of software
products for business and personal use, and to distribute these products through
diverse channels, including distributors, resellers, system integrators, retail
stores, and preinstalled on new computer hardware.
Microsoft is organized as a Washington corporation with its principal
executive offices located at One Microsoft Way, Redmond, Washington 98052-6399.
Our telephone number is (425) 882-8080 and our electronic mail address is
[email protected].
USE OF PROCEEDS
Upon the exercise of these options, we will receive the exercise price of
each option unless the options are exercised on a cashless basis. If all of the
options to purchase our common shares are exercised and the exercise price of
all options is paid, we will receive $3,801,506.28. We plan to use such proceeds
for general corporate purposes.
PLAN OF DISTRIBUTION
Microsoft is offering the common shares covered by this prospectus to
individuals who are former employees and directors of Visio Corporation. The
common shares will be offered directly to such individuals on their exercise of
stock options. Since the issuance of the common shares will be direct to such
individuals, will not utilize the services of an underwriter, broker or dealer.
We will impose no fees, commissions or other charges on the exercise of a stock
option.
LEGAL MATTERS
For purposes of this offering, Preston Gates & Ellis LLP, Seattle,
Washington, is giving its opinion on the validity of the common shares. As of
the date of this prospectus, attorneys in Preston Gates & Ellis LLP who have
worked on substantive matters for Microsoft own fewer than 1,000,000 common
shares.
3
<PAGE>
EXPERTS
The consolidated financial statements of Microsoft for each of the three
years in the period ended June 30, 1999, 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.
4
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
. Government Filings. We file annual, quarterly and special reports and
other information with the Securities and Exchange Commission (the
"SEC"). You may read and copy any document that we file at the SEC's
public reference rooms in Washington, D.C., New York, New York, and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. Our SEC filings are also
available to you free of charge at the SEC's web site at
http://www.sec.gov. Most of our SEC filings are also available to you
free of charge at our web site at http://www.microsoft.com/MSFT.
. Stock Market. 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.
. Information Incorporated by Reference. The SEC allows us to
"incorporate by reference" the information we file with them, which
means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file
later with the SEC will automatically update and supersede previously
filed information, including information contained in this document.
We incorporate by reference the documents listed below and any future
filings we will make with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 until this offering has
been completed:
1. Microsoft's Annual Report on Form 10-K, which includes various
pages from its Annual Report to Shareholders, for the year ended
June 30, 1999.
2. Microsoft's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999.
3. Microsoft's Proxy Statement dated September 28, 1999.
4. 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.
You may request free copies of these filings by writing or telephoning
us at the following address:
Investor Relations Department
Microsoft Corporation
One Microsoft Way
Redmond, Washington 98052-6399
(425) 882-8080
email: [email protected]
You may also review and/or download free copies of items 1, 2 and 3 at our
web site at http://www.microsoft.com/MSFT.
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:
<TABLE>
<S> <C>
Registration Fee --
Securities and Exchange Commission $ 4,727.87
Accountants' Fees $ 5,000.00
Legal Fees $ 7,500.00
Miscellaneous $ 1,000.00
----------
Total $18,227.87
</TABLE>
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-1
<PAGE>
(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 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.
(5) 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 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 Act and will
be governed by the final adjudication of such issue.
[Remainder of Page Intentionally Left Blank]
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 January 11, 2000.
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 on January 11,
2000 in the capacities indicated.
/s/ William H. Gates III Chairman, Chief Executive Officer, Director
- --------------------------- (Principal Executive Officer)
William H. Gates III
/s/ John Connors Vice President, Finance; Chief Financial Officer
- --------------------------- (Principal Financial and Accounting Officer)
John Connors
/s/ Paul G. Allen Director
- ---------------------------
Paul G. Allen
/s/ Richard A. Hackborn Director
- ---------------------------
Richard A. Hackborn
/s/ David F. Marquardt Director
- ---------------------------
David F. Marquardt
/s/ William G. Reed, Jr. Director
- ---------------------------
William G. Reed, Jr.
/s/ Jon A. Shirley Director
- ---------------------------
Jon A. Shirley
II-3
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description Location
- ----------- ----------- --------
5 Opinion of Counsel re: legality See attached.
10.1 Visio Corporation 1990 Stock Option
Plan, as amended a
10.2 Visio Corporation 1995 Long-Term
Incentive Stock Option Plan, as amended b
10.3 Visio Corporation 1995 Stock Option Plan
for Nonemployee Directors, as amended c
23.1 Consent of Deloitte & Touche LLP as
Independent Auditors See attached. See attached.
23.2 Consent of Preston Gates & Ellis LLP Contained in
Exhibit 5
24 Power of Attorney See page II-3
- --------------------
a Incorporated by reference to Exhibit 10.1 to the Annual Report on Form
10-K of Visio Corporation for the fiscal year ended September 30, 1997.
b Incorporated by reference to Exhibit 99.1 to Visio Corporation's Post-
Effective Amendment No. 1 to the Registration Statement on Form S-8
(Registration No. 333-50619), effective June 18, 1998.
c Incorporated by reference to Exhibit 10.1 to Visio Corporation's Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 1999.
II-4
<PAGE>
Exhibit 5
OPINION OF PRESTON GATES & ELLIS LLP
January 12, 2000
Microsoft Corporation
One Microsoft Way
Redmond, WA 98052
Re: Registration Statement on Form S-3
----------------------------------
Ladies and Gentlemen:
In connection with the registration of 163,130 shares of common stock, par
value $.0000125 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 by
Microsoft on the exercise of certain options, 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, when issued on the due payment
therefor, will be 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
By /s/ Richard B. Dodd
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Microsoft Corporation on Form S-3 of our report dated July 19, 1999,
incorporated by reference in the Annual Report on Form 10-K of Microsoft
Corporation for the year ended June 30, 1999, and to the reference to us under
the heading "Experts" in the Prospectus, which is part of this Registration
Statement.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Seattle, Washington
January 11, 2000
