<PAGE>
As filed with the Securities and Exchange Commission on June 19, 2000
Registration No. 333-38694
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SECURITIES AND EXCHANGE COMMISSION
----------------
PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
MICROSOFT CORPORATION
(Exact name of registrant as specified in its charter)
----------------
<TABLE>
<S> <C>
Washington 91-1144442
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
</TABLE>
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
Deputy 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:
Richard B. Dodd
Maja D. Chaffe
Preston Gates & Ellis LLP
701 Fifth Avenue, Suite 5000
Seattle, Washington 98104-7078
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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.
----------------
The Index to Exhibits is located at Page II-5.
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<PAGE>
PROSPECTUS
[LOGO OF MICROSOFT CORPORATION]
3,000,000 Shares
Common Stock
-----------
This prospectus is part of a registration statement that covers 3,000,000
shares of common stock of Microsoft. These shares may be offered and sold from
time to time by certain institutional holders of our common shares (the
"selling shareholders"). We will not receive any of the proceeds from the sale
of the common shares except to the extent Microsoft receives a cash refund of
the make whole amount as provided for in the put warrants held by the selling
shareholders (see Selling Shareholders and Plan of Distribution on page 6 of
the prospectus). We will bear the costs relating to the registration of the
common shares, which we estimate to be $65,708.00.
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 June 15, 2000 was $71.66 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 June , 2000.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
The Company................................................................. 3
Risk Factors................................................................ 4
Use of Proceeds............................................................. 7
Selling Shareholders and Plan of Distribution............................... 7
Legal Matters............................................................... 8
Experts..................................................................... 8
Where You Can Find More Information......................................... 9
</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 shares of common stock 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
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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
2000, 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].
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RISK FACTORS
An investment in our common stock involves a high degree of risk. You should
consider the following factors carefully before deciding to purchase shares of
our common stock. Additional risks not presently known to us or that we
currently deem immaterial may also impair our business operations.
If we fail to develop or improve our existing products to meet or adapt to the
changing needs and standards of our industry in the face of intense
competition, sales of our products will decline and our business will suffer.
We compete in the personal computer, or PC, software market, providing
software for personal and business computing. Rapid change, uncertainty due to
new and emerging technologies, and fierce competition characterize the PC
software industry. Our future growth may depend upon our ability to enhance
existing products, develop and introduce new products, satisfy customer
requirements and achieve market acceptance. This process is challenging since
the pace of change continues to accelerate, including "open source" software,
new computing devices, new microprocessor architectures, the Internet, and
Web-based computing models. If we do not successfully identify new product
opportunities and develop and bring new products to market in a timely and
cost-efficient manner, our business growth will suffer and demand for our
products will decrease.
If we do not keep pace with products of our competitors and satisfy the
changing requirements of our customers, we may not achieve market acceptance
and we may be unable to attract new customers. We may also lose existing
customers, to whom we seek to sell additional software products. Further, the
PC software industry is inherently complex and we cannot accurately estimate
the life cycles of our products. New products and product enhancements can
require long development and testing periods, which require us to hire and
retain increasingly scarce, technically competent personnel. Significant
delays in new product releases or significant problems in creating new
products could damage our business.
In our efforts to maintain and increase our market share, we continue to
expand our efforts to provide and support mission-critical systems to large
enterprises. In addition, we are developing a new generation of products and
key services for our customers that will use the Internet, rather than the
desktop, as the infrastructure. These products will combine Internet-hosted
platform services with the power of Windows-based PCs, servers and non-PC
devices. We cannot assure you that future revenues from these initiatives will
duplicate our historical revenue growth rates.
The competition in the PC software industry is intense and may have multiple
effects. For example, competing companies and systems may gain market share,
which could have the effect of directly or indirectly reducing our existing
market share. In addition, competitors, working with new technology, may
arrive at a technology that creates a new market altogether and renders our
product offerings obsolete. We expect that the overall number of competitors
providing niche products that compete with ours will increase due to the
market's attractive growth. While we work closely with computer manufacturers
and developers, other companies promote their platforms and technologies
against our products and existing industry standards. These operating systems,
platforms, and products may gain popularity with customers, computer
manufacturers, and developers, reducing our future revenues. For example, we
are engaged in intense competition with Linus and Unix operating systems
companies for many business installations. This increased level of competition
may result in price reductions, lower-than-expected gross margins or our
inability to maintain our market share, any of which may result in a loss of
revenues and cause our business to suffer.
If the use of PCs for personal and business use does not continue to grow, we
will experience reduced product sales and lower revenue growth.
Our revenue growth relies upon continued growth in the use of PCs for
personal and business use and the continued acceptance of the Windows
operating system and our applications software. Inexpensive PCs and specialty
devices create less demand for our software than traditional PCs because fewer
software products are
4
<PAGE>
typically included in the product by the manufacturer, users typically buy
fewer add-on software products, and prices for software have to be kept
relatively low to match the low cost of the devices. New PCs sold to users who
are replacing older PCs also generates less revenue for us because the buyers
may load previously purchased software onto their new machines, rather than
purchasing new software from us. As the percentage of households and
businesses with computers increases, these replacement sales will become a
larger part of total PC sales.
Prices of our products could decrease, which would reduce our net income.
The competitive factors described above may require us to lower product
prices to meet competition. Since our cost of revenue is already very low,
price reductions would reduce our net income.
Developing and localizing software is expensive, and the investment in product
development often involves a long payback cycle.
Our continued success depends in part on our continued ability to create
faster and better software products than our competitors. We plan to continue
significant investments in software research and development. We are also
making significant investments in online products and services such as MSN,
CarPoint, and HomeAdvisor, where we have the opportunity to establish
leadership in new businesses. We anticipate these investments in research and
development will increase over historical spending levels without
corresponding growth in revenues in the near future. We cannot assure you that
significant revenue from these product opportunities will be achieved for a
number of years, if at all.
Our international operations subject us to risks associated with rapid and
unexpected legal, political, economic, social, regulatory and other changes
outside of the U.S. that are not in our control.
Much of our operations are conducted outside of the United States, and a
large percentage of sales, costs of manufacturing, and marketing is transacted
in local currencies. This exposes us to risks associated with converting
foreign currency into U.S. dollars. As a global concern, we face exposure to
adverse movements in foreign currency exchange rates. These exposures may have
an impact on our financial results. Further, future international and domestic
product prices may decrease from historical levels, depending on competitive
market and cost factors. European and Asian software prices vary by country
and are generally higher than in the U.S. to cover localization costs and
higher costs of distribution. Increased global license agreements, European
monetary unification, or other factors could erode such price uplifts in the
future. Any of these factors could result in a loss of revenues and slower
revenue growth.
Negative changes in the following factors, among others, could also have an
impact on our business and results of operations:
. unexpected changes in regulatory requirements for software;
. social, political, labor or economic conditions in a specific country or
region;
. difficulties in staffing and managing foreign operations;
. potential adverse tax consequences; and
. trade protection laws, policies and measures and other regulatory
requirements affecting trade and investment.
Our intellectual property rights may be difficult to protect.
We diligently defend our intellectual property rights, but unlicensed
copying of software represents a loss of revenue. While this adversely affects
U.S. revenue, revenue loss is even more significant outside of the U.S.,
particularly in countries where laws are less protective of intellectual
property rights. Throughout the world, we actively educate consumers on the
benefits of licensing genuine products and educate lawmakers on the advantages
of a business climate where intellectual property rights are protected.
However, continued efforts may not affect revenue positively.
5
<PAGE>
We cannot predict the outcome or impact of recent antitrust claims by the U.S.
and several states, as well as a number of private antitrust litigation
claims.
We are a party to numerous antitrust claims filed by the Antitrust Division
of the U.S. Department of Justice and a group of several state attorneys
general alleging violations of the Sherman Act. The Findings of Fact and
Conclusions of Law entered after the consolidated trial on the matters stated
that we had violated sections of the Sherman Act. A final Order was entered on
June 7, 2000 ordering, among other things, the breakup of Microsoft into two
companies: one which would conduct a business based on our operating systems
and another which would develop, market and sell our application products and
pursue all of our other activities. In addition the Order, if not stayed or
modified, would impose severe business conduct restrictions. We filed an
appeal on the final judgment and a motion to stay or suspend the conduct
restriction pending appeal on June 13, 2000 and intend to vigorously pursue
such actions. Although we expect to obtain relief from some or all of the
provisions in the Order we can not predict when or to what extent such relief
will be obtained. The failure to obtain sufficient relief through a stay
and/or the appeal, and the time it takes to resolve this dispute, could have a
material adverse effect on the value of Microsoft's common stock and/or the
stock of the two resulting companies if the divestiture is finally approved.
For more information concerning this litigation, particularly the current
status of the litigation which is changing very rapidly, you are encouraged to
review our other SEC filings, which are incorporated below under "Where You
Can Find More Information" and copies of orders, motions, briefs and other
court filings and press releases which are available at
www.microsoft.com/presspass/trial.
We may not be able to maintain our present revenue growth rate or operating
margins.
Our revenue growth rate in 2000 may not approach the level attained in prior
years. Operating expenses are expected to increase from historical levels.
Because of the fixed nature of a significant portion of such expenses, coupled
with the possibility of slower revenue growth, operating margins may decrease
from historical levels.
6
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USE OF PROCEEDS
All net proceeds from the sale of the common shares covered by this
prospectus will go to the selling shareholders who offer and sell their
shares. We will not receive any proceeds from the sale of the common shares by
the selling shareholders.
SELLING SHAREHOLDERS AND PLAN OF DISTRIBUTION
All of the common shares registered for sale under this prospectus will be
owned prior to the offer and sale of such shares by holders of put warrants
that have been issued by us to the "selling shareholders".
All of the shares offered by the selling shareholders were acquired in the
settlement of put warrants that we issue from time to time. Generally, under
the terms of the agreements relating to the put warrants, if the selling
shareholder exercises the warrant and we elect to net-share settle the
warrant, we will issue shares of common stock of Microsoft to the selling
shareholder having a value equal to the product of the number of shares
subject to the warrant times the difference between the exercise price of the
warrant and the closing value of the Microsoft common shares on the expiration
date of the warrant (the "settlement value"). If the Microsoft common shares
received by the institutional investor are sold within 10 business days and
the net proceeds are less than the settlement value, we are obligated to pay
the difference in either cash or additional common shares which may also be
sold pursuant to this registration statement; conversely, if the net proceeds
are more than the settlement value, we will receive the difference in a cash
refund (the "make-whole" amount). The shares held by the selling shareholders
do not exceed one percent (1%) of Microsoft's outstanding capitalization. In
the past three years, Microsoft may have had commercial or investment banking
relationships with the selling shareholders; however we do not consider these
relationships to be material.
We are registering the common shares covered by this prospectus for the
selling shareholders. As used in this prospectus, "selling shareholders"
includes the pledgees, donees, transferees or others who may later hold the
selling shareholders' interests. We will pay the costs and fees of registering
the common shares, but the selling shareholders will pay any brokerage
commissions, discounts or other expenses relating to the sale of the common
shares.
The selling shareholders may sell the common shares in the over-the-counter
market or otherwise, at market prices prevailing at the time of sale, at
prices related to the prevailing market prices, or at negotiated prices. In
addition, the selling shareholders may sell some or all of their common shares
through:
. a block trade in which a broker-dealer or other person may resell a
portion of the block, as principal or agent, in order to facilitate the
transaction;
. purchases by a broker-dealer or other person, as principal, and resale
by the broker-dealer for its account; or
. ordinary brokerage transactions and transactions in which a broker
solicits purchasers.
When selling the common shares, the selling shareholders may enter into
hedging transactions. For example, the selling shareholders may:
. enter into transactions involving short sales of the common shares by
broker-dealers;
. sell common shares short themselves and deliver the shares registered
hereby to settle such short sales or to close out stock loans incurred
in connection with their short positions;
. enter into option or other types of transactions that require the
selling shareholder to deliver common shares to a broker-dealer or other
person, who will then resell or transfer the common shares under this
prospectus; or
7
<PAGE>
. loan or pledge the common shares to a broker-dealer or other person, who
may sell the loaned shares or, in the event of default, sell the pledged
shares.
The selling shareholders may negotiate and pay broker-dealers or other
persons commissions, discounts or concessions for their services. Broker-
dealers or other persons engaged by the selling shareholders may allow other
broker-dealers or other persons to participate in resales. However, the
selling shareholders and any broker-dealers or such other persons involved in
the sale or resale of the common shares may qualify as "underwriters" within
the meaning of the Section 2(a)(11) of the Securities Act of 1933 (the "1933
Act"). In addition, the broker-dealers' or their affiliates' commissions,
discounts or concession may qualify as underwriters' compensation under the
1933 Act. If the selling shareholders qualify as "underwriters," they will be
subject to the prospectus delivery requirements of Section 5(b)(2) of the 1933
Act.
In addition to selling their common shares under this prospectus, the
selling shareholders may:
. agree to indemnify any broker-dealer or agent against certain
liabilities related to the selling of the common shares, including
liabilities arising under the 1933 Act;
. transfer their common shares in other ways not involving market makers
or established trading markets, including directly by gift,
distribution, or other transfer; or
. sell their common shares under Rule 144 of the 1933 Act rather than
under this prospectus, if the transaction meets the requirements of Rule
144.
We have agreed to indemnify the selling shareholders against liabilities
arising in connection with this offering, including liabilities under the 1933
Act, or to contribute to payments that the selling shareholders may be
required to make in that respect.
Additional information related to the selling shareholders and the plan of
distribution may be provided in one or more supplemental prospectuses.
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.
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.
8
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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 www.sec.gov.
Most of our SEC filings are also available to you free of charge at our
web site at 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 Current Report on Form 8-K dated June 16, 2000.
2. 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.
3. Microsoft's Quarterly Report on Form 10-Q for the quarters ended
September 30, 1999, December 31, 1999, and March 31, 2000.
4. Microsoft's Current Report on Form 8-K dated July 19, 1999.
5. Microsoft's Proxy Statement dated September 28, 1999.
6. 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 2, 3 and 5 at our
website at www.microsoft.com/MSFT.
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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:
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<S> <C>
Registration fee--Securities and Exchange Commission............. $48,708.00
Accountants' fees................................................ 5,000.00
Legal fees....................................................... 10,000.00
Miscellaneous.................................................... 2,000.00
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Total............................................................ $65,708.00
==========
</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) 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
II-1
<PAGE>
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
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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-3 and has duly caused this amendment no. 1
to its registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Redmond, State of Washington on June
19, 2000.
MICROSOFT CORPORATION
/s/ Steven A. Ballmer
By: _________________________________
Steven A. Ballmer
Chief Executive Officer and
Director
(Principal Executive Officer)
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>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Steven A. Ballmer Chief Executive Officer, June 19, 2000
____________________________________ Director (Principal
Steven A. Ballmer Executive Officer)
/s/ William H. Gates III Chairman, Chief Software June 19, 2000
____________________________________ Architect, Director
William H. Gates III
* Vice President, Finance, June 19, 2000
____________________________________ Chief Financial Officer
John Conners (Principal Financial and
Accounting Officer
* Director June 19, 2000
____________________________________
Paul G. Allen
* Director June 19, 2000
____________________________________
Richard A. Hackborn
* Director June 19, 2000
____________________________________
David F. Marquardt
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Director June 19, 2000
____________________________________
Ann McLaughlin
* Director June 19, 2000
____________________________________
William G. Reed, Jr.
* Director June 19, 2000
____________________________________
Jon A. Shirley
</TABLE>
*Pursuant to a power of attorney dated June 6, 2000
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Description Location
------- ----------- --------
<C> <S> <C>
5 Opinion of Counsel re: legality* See attached.
23.1 Consent of Deloitte & Touche LLP as Independent
Auditors See attached.
23.2 Consent of Preston Gates & Ellis LLP* See footnote(1)
24 Power of Attorney* See page II-3
</TABLE>
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(1) Contained within Exhibit 5.
* Previously filed.
II-5
