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As filed with the Securities and Exchange Commission on August 5, 1997
File No. 33-89702
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
U.S. ROBOTICS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 36-3994412
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
8100 NORTH MCCORMICK BOULEVARD (847) 982-5010
SKOKIE, ILLINOIS 60076-2999 (Telephone Number, Including Area
(Address, Including Zip Code, of Code, of Principal Executive
Principal Executive Offices) Offices)
KEY EMPLOYEE STOCK OPTION PLAN OF
U.S. ROBOTICS CORPORATION
(Full Title of the Plan)
Mark D. Michael, Esq.
c/o: U.S. Robotics Corporation
8100 North McCormick Boulevard
Skokie, Illinois 60076
(Name and Address of Agent For Service)
(847) 982-5010
(Telephone Number, Including Area Code, of Agent For Service)
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Page 1 of 3 pages
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This Post-Effective Amendment No. 1 is being filed to remove from
registration 11,133,494 shares of common stock, $.01 par value per share, of
U.S. Robotics Corporation ("USR") which remain unsold at the termination of the
offering of such shares under the Key Employee Stock Option Plan of U.S.
Robotics Corporation. Such offering has been terminated in connection with the
Amended and Restated Agreement and Plan of Merger by and among 3Com
Corporation, TR Acquisitions Corporation, 3Com (Delaware) Corporation and USR,
pursuant to which USR has become a wholly-owned subsidiary of 3Com Corporation.
Page 2 of 3 pages
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SIGNATURES
THE REGISTRANT. 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 Santa Clara, State of California, on
this 30th day of July, 1997.
U.S. ROBOTICS CORPORATION
By: /s/ Mark D. Michael
--------------------------------
Mark D. Michael, Vice President,
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in their
respective capacities on this 30th day of July, 1997.
Signature Title
--------- -----
/s/ Alan D. Groves
- ------------------ President and Director
Alan D. Groves
/s/ Mark D. Michael Vice President, General
- ------------------- Counsel, Secretary and
Mark D. Michael Director
/s/ George A. Vinyard
- --------------------- Vice President and Director
George A. Vinyard
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