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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 7, 2000
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MICROSOFT CORPORATION
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(Exact name of registrant as specified in charter)
Washington 0-14278 91-1144442
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
One Microsoft Way, Redmond, Washington 98052-6399
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (425) 882-8080
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On June 7, 2000, the United States District Court for the District of Columbia
entered a Final Judgment and Memorandum and Order in the case United States of
America v. Microsoft Corporation, Civil Action Nos. 98-1232 (TPJ) and 98-1233
(TPJ). Generally, the Final Judgment ordered the following:
. Within four months of the entry of the Final Judgment, Microsoft must
submit a plan to separate its business into two completely different
companies (the "Operating Systems Business" and the "Applications
Business"), which divestiture would be completed within one year after
the plan is approved by all parties to the case.
. Prior to implementation of a divestiture plan, Microsoft must
preserve the business of each of the two proposed new companies as they
are presently conducted.
. After implementation of divestiture, the two new companies would be
prohibited from merging, sharing technology or entering into joint
business ventures for 10 years.
. The two new companies would be monitored for compliance with the plan of
divestiture and would be subject to a variety of restrictions on their
business conduct including the following:
. A ban on threats or retaliation against computer makers supporting
competing products;
. A requirement of uniform terms for the licensing of Microsoft's
operating system products except for different language versions
and volume discounts;
. A requirement of greater flexibility in the configuration of
windows operating system products by computer makers;
. A requirement to disclose of certain Microsoft proprietary
information including application program information to software
developers;
. A ban on certain exclusive contracts;
. A ban on contracts in which Microsoft establishes conditions under
which a licensee is required to license, promote or distribute
other Microsoft products;
. A ban on "binding" of certain middleware products (such as
browsers) to Microsoft operating system products unless such
middleware can be readily removed by either the computer
manufacturer or the end user;
. A requirement that predecessor versions of Microsoft operating
system products be made available to requesting computer
manufacturers for three years after release of a new product on the
same terms and conditions.
The Final Judgment contains a number of other provisions and is attached
as an exhibit to this report. You are encouraged to read the full order as well
as the other exhibits that are attached.
On June 13, 2000, Microsoft filed a Notice of Appeal and Motion for a Stay
of the Judgment Pending Appeal, appealing to the United States Court of Appeals
for the District of Columbia Circuit the Final Judgment and the Findings of Fact
and Conclusions of Law entered on April 3, 2000 finding that Microsoft violated
the federal and state antitrust laws.
The United States Court of Appeals for the District of Columbia Circuit
entered an Order on June 13, 2000 agreeing to hear the appeal by the court
sitting en banc.
Microsoft issued a press release on June 13, 2000 reporting Microsoft's
appeal of the Final Judgment and Microsoft's position with respect to the Final
Judgment and its arguments on appeal.
Although Microsoft expects to obtain relief from some or all of the
provisions in the Final Judgment, it is unable to predict when or to what extent
such relief will be obtained. The failure to obtain sufficient relief through
the stay and/or the appeal could have a material adverse effect on the value of
Microsoft's common stock. You are encouraged to read our motion for a stay
pending the appeal, which is attached as an exhibit. This motion summarizes our
objections to the Final Judgment.
Item 7. Financial Statements and Exhibits.
The Exhibits to this report are listed in the Index to Exhibits on page
3.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MICROSOFT CORPORATION
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(Registrant)
Date: June 16, 2000 /s/ Robert A. Eshelman
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Robert A. Eshelman
Deputy General Counsel
Finance & Operations
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INDEX TO EXHIBITS
Exhibit No. Description
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99-1 Final Judgment entered June 7, 2000 in the United
States District Court for the District of Columbia
relating to the case United States of America v.
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Microsoft Corporation, Civil Action Nos. 98-1232 (TPJ)
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and 98-1233 (TPJ).
99-2 Memorandum and Order entered June 7, 2000 in the United
States District Court for the District of Columbia
relating to the case United States of America v.
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Microsoft Corporation, Civil Action Nos. 98-1232 (TPJ)
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and 98-1233 (TPJ).
99-3 Notice of Appeal of Microsoft Corporation filed June
13, 2000 in the United States Court of Appeals for the
District of Columbia Circuit.
99-4 Motion of Appellant Microsoft Corporation for a Stay of
the Judgment Pending Appeal filed June 13, 2000 in the
United States Court of Appeals for the District of
Columbia Circuit.
99-5 Order entered June 13, 2000 in the United States Court
of Appeals for the District of Columbia Circuit
allowing the hearing of the Company's appeal by the
appellate court sitting en banc.
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99-6 Press Release dated June 13, 2000.
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