<PAGE>
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------
REGISTRATION STATEMENT
ON FORM S-8
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 of registrant's Principal Executive Offices)
MICROSOFT CORPORATION 2001 STOCK PLAN
--------------------------------------------------------------------------------
(Full title of the plan)
Robert A. Eshelman
General Counsel
One Microsoft Way
Redmond, Washington 98052-6399
(425) 882-8080
--------------------------------------------------------------------------------
(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
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered(1)(2) per share(1) price(1) fee(1)
--------------------------------------------------------------------------------
COMMON STOCK PAR
VALUE $0.0000125 680,000,000 -- -- --
(1) PURSUANT TO INSTRUCTION E OF 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, G. SECURITIES ACT FORMS, NO. 89
("INTERPRETATION 89"), THE 680,000,000 SHARES REGISTERED HEREBY ARE BEING
CARRIED FORWARD FROM A REGISTRATION STATEMENT ON FORM S-8 FILED IN DECEMBER 1993
(FILE NO. 33-51583), AS AMENDED ON NOVEMBER 22, 1996, IN CONNECTION WITH THE
MICROSOFT CORPORATION 1991
<PAGE>
STOCK OPTION PLAN, AS AMENDED (THE "1991 STOCK PLAN"), A PREDECESSOR PLAN TO THE
MICROSOFT CORPORATION 2001 STOCK OPTION PLAN (THE "2001 STOCK PLAN") DESCRIBED
HEREIN: A TOTAL REGISTRATION FEE OF $6,528,017.38 HAS BEEN PAID WITH RESPECT TO
THE 1993 FORM S-8, INCLUDING THE REGISTRATION FEE PAID WITH RESPECT TO THE
POST-EFFECTIVE AMENDMENT. PURSUANT TO INSTRUCTION E TO FORM S-8 AND
INTERPRETATION 89, NO ADDITIONAL REGISTRATION FEE IS DUE WITH RESPECT TO THE
SHARES REGISTERED HEREBY.
(2) INCLUDES AN INDETERMINATE NUMBER OF ADDITIONAL SHARES THAT MAY BE
ISSUED TO ADJUST THE NUMBER OF SHARES ISSUED PURSUANT TO THE 2001 STOCK PLAN
DESCRIBED HEREIN AS THE RESULT OF ANY FUTURE STOCK SPLIT, STOCK DIVIDEND OR
SIMILAR ADJUSTMENT OF MICROSOFT'S OUTSTANDING COMMON STOCK.
The Exhibit Index appears after the Signature Page
of this registration statement.
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference into this
registration statement:
(a) Microsoft's Annual Report on Form 10-K for the fiscal year ended June
30, 2000, filed with the Securities and Exchange Commission (the "Commission")
on September 28, 2000, which contains audited consolidated financial statements
for the most recent fiscal year for which such statements have been filed.
(b) Microsoft's Proxy Statement dated September 28, 2000.
(c) Microsoft's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2000, filed with the Commission on November 14, 2000.
(d) The description of Microsoft's common stock, which is contained in a
registration statement filed on Form S-3, dated December 2, 1996, registration
number 333-17143, as amended.
In addition, all documents subsequently filed pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all shares of Microsoft common stock offered have
been sold or which deregisters all of such shares then remaining unsold, shall
be deemed to be incorporated by reference into this registration statement and
to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the securities that may be offered under the Microsoft
Corporation 2001 Stock Plan will be passed upon for Microsoft by Preston Gates &
Ellis LLP, 5000 Columbia Center, 701 Fifth Avenue, Seattle, Washington 98104.
Attorneys who are partners or employed by Preston Gates & Ellis LLP who have
provided advice with respect to this matter in the aggregate own less than
2,000,000 shares of Microsoft's common stock.
Item 6. Indemnification of Directors and Officers.
Article XII of Microsoft's Restated Articles of Incorporation authorizes
Microsoft to indemnify any present or former director, officer, employee, or
agent of Microsoft, or a person serving in a similar post in another
organization at the request of Microsoft, against expenses, judgments, fines,
and amounts paid in settlement incurred by him in connection with any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, to the fullest extent not prohibited
by the Washington Business Corporation Act, public policy or other applicable
law. Chapter 23B.08.510 and .570 of the Washington Business Corporation Act
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.
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.
<PAGE>
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The Exhibits to this registration statement are listed in the Index to
Exhibits on page 6.
Item 9. Undertakings.
(a) 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:
To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) 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 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.
<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-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
----------------------------------
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.
<TABLE>
<CAPTION>
Dated
-----------------
<S> <C> <C>
/s/ William H. Gates 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>
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description
-------------- -----------
5.1 Opinion of Counsel regarding legality
23.1 Consent of Independent Public Accountant
23.2 Consent of Counsel (included in Exhibit 5.1)
24 Power of Attorney (Contained within Signature Page)
99.1 Microsoft Corporation 2001 Stock Plan
