Filed pursuant to Rule 424(b)(3)
Registration Statement No. 33-86856
Supplement dated October 2, 1996
to Prospectus dated September 5, 1995
U.S. Robotics Corporation
The following information supplements and amends the Prospectus, dated
September 5, 1995, and supersedes the Supplement to Prospectus, dated January
23, 1996, of U.S. Robotics Corporation (the "Company") relating to the offer and
sale from time to time by the Selling Stockholders named therein, or by
pledgees, donees, transferees or other successors in interest to the Selling
Stockholders, of shares (the "Shares") of the Company's common stock, par value
$.01 per share (the "Common Stock"). This Supplement should be read in
conjunction with the Prospectus dated September 5, 1995 . All terms not
otherwise defined herein have the meanings ascribed to them in the Prospectus
dated September 5, 1995.
In order to update the information contained in the section entitled
"Selling Stockholders," the following paragraph replaces the first paragraph
contained in such section in the Prospectus dated September 5, 1995:
This Prospectus covers the offer and sale from time to time of the
Shares by Spencer F. Kirk*, the Krispen Charitable Trust, the SFK
Family Foundation, the Bryan Eugene Clarke Charitable Trust, the
Jennifer Clarke Sorensen Charitable Trust, the Colette Clarke Charitable
Trust, the Drew John Clarke Charitable Trust, the James Nathan Clarke
Charitable Trust, the Scott Alan Clarke Charitable Trust, the David
Donald Kirk Charitable Trust, the Kathleen Seare Kirk Lindsay Charitable
Trust, the Preston Fairbanks Kirk Charitable Trust, the Suzanne
Fairbanks Kirk Hawker Charitable Trust, the Matthew Fairbanks Kirk
Charitable Trust, the Annette Fairbanks Kirk Horman Charitable Trust,
Allison Fairbanks Kirk Dale Charitable Trust, and the Warren Fairbanks
Kirk Charitable Trust, S.C.A. Investment Company, Ltd., Stephen C.
Aldous*, Stacy S. Aldous, David Spafford*, Spring Forth Investments,
Ltd., the Bourne-Spafford Foundation, and the WSW 1995 Exchange Fund,
the Meadowbrook Equity Fund, LLC (the "Selling Stockholders"), or by
pledgees, donees, transferees or other successors in interest to the
Selling Stockholders. As of October 2, 1996, the stock ownership of the
Selling Stockholders was as follows: Spencer F. Kirk owned 256,858
Shares, the SFK Family Foundation owned 83,000 Shares, the Krispen
Charitable Trust owned 60,000 Shares, the Bryan Eugene Clarke Charitable
Trust owned 16,000 Shares, the Jennifer Clarke Sorensen Charitable Trust
owned 16,000 Shares, the Colette Clarke Charitable Trust owned 16,000
Shares, the Drew John Clarke Charitable Trust owned 16,000 Shares, the
James Nathan Clarke Charitable Trust owned 16,000 Shares, the Scott Alan
Clarke Charitable Trust owned 16,000 Shares, the David Donald Kirk
Charitable Trust owned 12,000 Shares, the Kathleen Seare Kirk Lindsay
Charitable Trust owned 16,000 Shares, the Preston Fairbanks Kirk
Charitable Trust owned 16,000 Shares, the Suzanne Fairbanks Kirk Hawker
Charitable Trust owned 16,000 Shares, the Matthew Fairbanks Kirk
Charitable Trust owned 16,000 Shares, the Annette Fairbanks Kirk Horman
Charitable Trust owned 16,000 Shares, Allison Fairbanks Kirk Dale
Charitable Trust owned 16,000 Shares, and the Warren Fairbanks Kirk
Charitable Trust owned 16,000 Shares. S.C.A. Investment Company, Ltd.
owned 1,516,762 Shares, Stephen C. Aldous owned 6,243 Shares, Stacy S.
Aldous owned 6,243 Shares, Spring Forth Investments, Ltd. owned 493,122
Shares, the Bourne-Spafford Foundation owned 2,792 Shares, WSW 1995
Exchange Fund owned 36,400 Shares, Meadowbrook Equity Fund, LLC owned
73,200 Shares. All of such shares have been registered for sale
pursuant to this Prospectus. Each Selling Stockholder may from time to
time offer all or a portion of his, her or its Shares for sales pursuant
to this Prospectus, subject to the restrictions set forth below. The
number of Shares offered hereby reflects a two-for-one stock split that
was distributed in the form of a stock dividend on or about May 10, 1996
to all stockholders of record of the Company as of the close of business
on April 25, 1996, and a two-for-one stock split that was distributed in
the form of a stock dividend on or about September 8, 1995 to all
stockholders of record of the Company as of the close of business on
August 25, 1995.
* Spencer F. Kirk has gifted and subsequent to date of this supplement
may gift shares to Kristen C. Kirk, the Kirk Foundation, the SFK Family
Foundation, the SFKC Kirk Charitable Remainder Unitrust, the University
of Utah, the Church of Jesus Christ of Latter Day Saints, as well as
other similar entities established by Mr. Kirk. The number of Shares
being sold by Mr. Kirk and his various donees represents less than 1% of
the outstanding shares of the Company. Stephen C. Aldous has gifted and
subsequent to the date of this supplement may contribute shares to
S.C.A. Investment Company, Ltd. or withdraw shares from S.C.A.
Investment Company, Ltd. in order to gift shares to the ARA Charitable
Trust or the Church of Jesus Christ of Latter Day Saints. David
Spafford has gifted and subsequent to the date of this supplement may,
withdraw shares from Spring Forth Investments, Ltd., in order to gift
shares to the Bourne-Waldo Family Limited Partnership, the Hal H. and
Cynthia Bourne Family Limited Partnership, the Bourne-Spafford
Foundation, the Bourne-Spafford Charitable Trust, as well as other
similar entities established by Mr. Spafford, the University of Utah,
and the Church of Jesus Christ of Latter Day Saints. The number of
Shares being sold by Mr. Spafford and his various donees represents less
than 1% of the outstanding shares of the Company.
