<PAGE>
As filed with the Securities and Exchange Commission on January 8, 2001
Registration No.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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
Jonathan J. Fisher
Russell L. Cooper
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. [_]
CALCULATION OF REGISTRATION FEE*
<TABLE>
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<CAPTION>
Title of each class of Proposed Proposed Amount of
securities to be Amount to maximum offering maximum aggregate registration
registered be registered price per share* offering price* fee*
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<S> <C> <C> <C> <C>
Common Shares par value
$.0000125............. 137,062 shares $43.93 $6,021,133.60 $1505.29
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</TABLE>
* 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 2, 2001, as reported on the Nasdaq Stock Market.
----------------
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.
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<PAGE>
[LOGO OF MICROSOFT]
137,062 Shares
Common Stock
----------------
This prospectus is part of a registration statement that covers 137,062
shares of common stock of Microsoft. These shares may be offered and sold from
time to time by certain of our shareholders (the "selling shareholders"). We
will not receive any of the proceeds from the sale of the common shares. We
will bear the costs relating to the registration of the common shares, which
we estimate to be $1505.29.
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 2, 2001 was $43.93 per common share.
----------------
An investment in Microsoft common stock involves risks.
See the section entitled "Risk Factors" beginning on page 2.
----------------
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 , 2001.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
The Company.............................................................. 1
Risk Factors............................................................. 2
Use of Proceeds.......................................................... 5
Selling Shareholders and Plan of Distribution............................ 5
Legal Matters............................................................ 6
Experts.................................................................. 6
Where You Can Find More Information...................................... 6
</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.
<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
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 MSNTM 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.
Our current position in the market for computer software is continuously
threatened because this market is intensely competitive and technology is
constantly changing.
Microsoft is the leading producer of software for personal computers, PCs,
in the world. Nonetheless, rapid change, uncertainty due to new and emerging
technologies, and fierce competition characterize the PC software industry,
which means that our market position is always at risk. Our ability to
maintain our current market share may depend upon our ability to satisfy
customer requirements, enhance existing products, develop and introduce new
products and achieve market acceptance of such products. 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.
Further, the PC software industry is inherently complex. New products and
product enhancements can require long development and testing periods.
Significant delays in new product releases or significant problems in creating
new products could damage our business.
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 companies that develop and support operating systems such as
the open source Linux operating system and Unix operating systems for many
business installations. These competitors include Caldera Systems, Inc., Red
Hat, Inc., IBM and Sun Microsystems, Inc. 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
revenue and cause our business to suffer.
Because of increasing competition in the PC industry, we may experience
reduced product sales and lower revenue growth.
The nature of the PC market is changing in ways that may reduce our software
sales and our revenue growth. We earn a portion of our revenue by licensing
our software to PC manufacturers, who install Microsoft applications during
production and sell PCs to consumers that are fully operational at the time of
purchaser. Recently, manufacturers have sought to reach more consumers by
developing and producing lower cost PCs--PCs that come without pre-installed
software or contain software with reduced functionality to keep prices down.
In addition to the influx of low-cost PCs, a market for hand-held computing
and communication devices, like hand-held computers and wireless communication
devices that have the ability to communicate with the Internet, has developed.
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While these devices are not as powerful or versatile as PCs, they threaten
to erode sales growth in the market for PCs with pre-installed software. This
may affect our revenue growth because manufacturers may choose not to install
Microsoft software in these low-cost PCs or consumers may purchase alternative
devices that do not utilize Microsoft software. These lower-priced devices
require us to provide lower-priced software with a subset of the original
functionality. As a result, we will experience slower revenue growth from the
sale of software produced for these devices than from the sale of software for
traditional PCs.
In addition, in response to present and future anticipated competitive
pressures in our industry, we are providing alternative distribution of our
products at a cost lower than if the customer were to purchase the individual
products in a shrink wrapped box at a traditional retail, mail order or online
store. For instance, we offer suites of software products like the Microsoft
Office suite, which is a collection of standalone products such as Excel,
Word, Outlook and PowerPoint. By packaging the products as a suite, we offer
the customers the opportunity to purchase a license to use a collection of
products for less cost than purchasing each of the individually-licensed
products in standard boxes from a retail, mail order or online store.
Additionally, we are offering products through alternative distribution
channels than the standard individually shrink wrapped boxes sold through
traditional retail vendors. These channels include:
. Licensing agreements--customers may purchase multiple-user licenses for
a suite of products for a lower cost than paying for each license
separately
. Subscriptions--customers may enter into an annual gold license, which
entitles them to automatic upgrades and replacement products for a lower
cost than acquiring upgrades and replacement products on an individual
basis
. Downloads over the Internet--customers are able to download service
releases and upgrades as well as other products directly from the
Internet
As a result of responding to competitive pressures in the marketplace by
offering products through alternative distribution methods, we may experience
slower revenue growth.
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 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
more versatile software products faster than our competitors. We plan to
continue significant investments in software research and development. We also
expend significant resources on researching and developing new technologies
such as voice recognition and ClearType software, a software that provides
improved font sharpness and text display on color LCD screens allowing for
better on-screen reading comparable to reading on paper. We are also making
significant investments in strategic relationships with third parties, and 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 that significant revenue from these product opportunities
will be achieved for a number of years, if at all.
Our profit margins internationally may be threatened by factors in other
countries that are outside of our control and force down the price of our
software relative to our costs.
We develop and sell our products throughout the world. The prices of our
products in countries outside of the United States are generally higher than
our prices in the United States because of the costs incurred in
3
<PAGE>
localizing software for non-U.S. markets and the costs of producing and
selling our products in these countries are also higher. Pressures to
globalize our pricing structure might require that we reduce the sales price
of our software in other countries, even though the costs of the software
continue to be higher than in the United States. This would reduce our margins
and result in overall declines in our revenue growth.
Negative changes in the following factors, among others, could also have an
impact on our business and results of operations outside of the United States:
. software "piracy" trade protection laws, policies and measures and other
regulatory requirements affecting trade and investment;
. 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; and
. potential adverse foreign tax consequences.
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.
We cannot predict the outcome or impact of antitrust claims by the U.S. and
several states.
We are a defendant in a lawsuit 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 and various state antitrust laws. After the
trial, the District Court entered the Findings of Fact and Conclusions of Law
stating that we had violated sections of the Sherman Act and various state
antitrust laws. A Judgment was entered on June 7, 2000 ordering, among other
things, the breakup of Microsoft into two companies. In addition, the
Judgment, if not stayed or modified, would impose severe product design and
business conduct restrictions. We filed a motion with the District Court on
June 7, 2000 seeking to stay all provisions of the Judgment pending appeal
and, on June 13, 2000, we filed an appeal of the Judgment and a motion in the
Court of Appeals to stay or suspend the conduct restrictions pending appeal.
On June 20, 2000, the District Court entered an order staying the Judgment of
June 7, 2000 in its entirety until the appeal therefrom is heard and decided,
unless the stay is earlier vacated by an appellate court. Although we believe
we will obtain ultimate relief from the Judgment, we can not predict with
certainty when or the extent to which such relief will be obtained. The
failure to obtain sufficient relief through the appeal 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
that are available at the following websites:
www.microsoft.com/presspass/trial/default.asp, www.usdoj.gov/atr/cases/ms
index.htm, and www.dcd.uscourts.gov/microsoft-all.html.
We may not be able to maintain our present revenue growth rate or operating
margins.
Our revenue growth rate in 2001 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.
4
<PAGE>
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 all of the former
shareholders of WebAppoint.com, Inc. (the "selling shareholders").
All of the shares offered by the selling shareholders were acquired in
connection with the merger of WebAppoint.com, Inc., a Delaware corporation
with a wholly owned subsidiary of Microsoft (the "merger"). Under the terms of
the merger, Microsoft agreed to register the common shares received by the
selling shareholders in connection with the merger. The shares held by the
selling shareholders do not exceed one percent (1%) of Microsoft's outstanding
capitalization. In the past three years, none of the selling shareholders has
had a material relationship with Microsoft, except that certain selling
shareholders have become non-officer employees of Microsoft after the merger.
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
. 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
5
<PAGE>
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, 2000, incorporated by reference in this
Prospectus from Microsoft's Annual Report on Form 10-K, have been audited by
Deloitte & Touche LLP, independent auditors, 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.
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.
6
<PAGE>
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 for the fiscal year ended June 30,
2000, filed with the SEC on September 28, 2000, which contains audited
consolidated financial statements for the most recent fiscal year for which
such statements have been filed.
2. Microsoft's Proxy Statement dated September 28, 2000.
3. Microsoft's Quarterly Report on Form 10-Q for the quarter ended September
30, 2000, filed with the SEC on November 14, 2000.
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 2,
1996 (333-17143).
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 and 4 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............. $ 1505.29
Accountants' fees................................................ 5,000.00
Legal fees....................................................... 12,000.00
Miscellaneous.................................................... 2,000.00
----------
Total.......................................................... $20,505.29
==========
</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-5.
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 offered would not exceed that which was registered) and any
deviation from the low or high end of the
II-1
<PAGE>
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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Redmond, State of Washington on December 31, 2000.
MICROSOFT CORPORATION
/s/ Steven A. Ballmer
By: _________________________________
Steven A. Ballmer
Chief Executive Officer and
Director
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Steven A. Ballmer, 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 in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<C> <S> <C>
/s/ Steven A. Ballmer Chief Executive Officer, December 31, 2000
____________________________________ Director (Principal
Steven A. Ballmer Executive Officer)
/s/ William H. Gates III Chairman, Chief Software December 31, 2000
____________________________________ Architect, Director
William H. Gates III
/s/ John Connors Vice President, Finance, December 31, 2000
____________________________________ Chief Financial Officer
John Connors (Principal Financial
and Accounting Officer
/s/ David F. Marquardt Director December 31, 2000
____________________________________
David F. Marquardt
/s/ Ann McLaughlin Director December 31, 2000
____________________________________
Ann McLaughlin
/s/ William G. Reed, Jr. Director December 31, 2000
____________________________________
William G. Reed, Jr.
/s/ Jon A. Shirley Director December 31, 2000
____________________________________
Jon A. Shirley
</TABLE>
II-3
<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>
----------------
(1) Contained within Exhibit 5.
