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Proc-Type: 2001,MIC-CLEAR
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0001032210-98-000464.txt : 19980513
0001032210-98-000464.hdr.sgml : 19980513
ACCESSION NUMBER: 0001032210-98-000464
CONFORMED SUBMISSION TYPE: S-3
PUBLIC DOCUMENT COUNT: 3
FILED AS OF DATE: 19980512
SROS: NASD
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: MICROSOFT CORP
CENTRAL INDEX KEY: 0000789019
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED
SOFTWARE [7372]
IRS NUMBER: 911144442
STATE OF INCORPORATION: WA
FISCAL YEAR END: 0630
FILING VALUES:
FORM TYPE: S-3
SEC ACT:
SEC FILE NUMBER: 333-52377
FILM NUMBER: 98616009
BUSINESS ADDRESS:
STREET 1: ONE MICROSOFT WAY #BLDG 8
STREET 2: NORTH OFFICE 2211
CITY: REDMOND
STATE: WA
ZIP: 98052
BUSINESS PHONE: 2068828080
MAIL ADDRESS:
STREET 1: ONE MICROSOFT WAY - BLDG 8
STREET 2: NORTH OFFICE 2211
CITY: REDMOND
STATE: WA
ZIP: 98052-6399
S-3
1
MICROSOFT CORPORATION FORM S-3
================================================================================
FORM S-3
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.)
----------------------------------------
Robert A. Eshelman
General Counsel
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)
----------------------------------------
================================================================================
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]
Title of each
class
Proposed
maximum
Proposed
maximum
of securities
to be
Amount to
be
offering
price per
aggregate
offering
Amount of
registered
registered
share*
price*
registration
fee*
--------------
----- ---
---------
------------
------ ----
--------------
----------
-------
Common
Shares par
value
$.000025
352,097
shares
$84.00
$29,576,148
$8,725
TABLE OF CONTENTS
Page
----
AVAILABLE
INFORMATION.................................................... 2
INCORPORATION OF CERTAIN INFORMATION
BY REFERENCE........................ 2
THE
COMPANY..............................................................
3
USE OF
PROCEEDS.......................................................... 3
SELLING
SHAREHOLDERS.....................................................
3
PLAN OF
DISTRIBUTION..................................................... 3
LEGAL
MATTERS............................................................ 4
EXPERTS..................................................................
4
INFORMATION NOT REQUIRED IN
PROSPECTUS................................... II-1
SIGNATURES...............................................................
II-3
INDEX TO
EXHIBITS........................................................ II-4
PROSPECTUS
----------
MICROSOFT CORPORATION
352,097 Common Shares
Par Value of $.000025 Per Share
----------------------------------------
The Common Shares are registered as a result of the merger (the "Merger")
of Softfire, Inc., a Delaware corporation and wholly owned subsidiary of
Microsoft, with and into Firefly Network, Inc., a Delaware corporation
("Firefly"). Pursuant to the Merger, Microsoft agreed to register the Common
Shares received by the Selling Shareholders in connection with the Merger. In
connection with the Merger, each Selling Shareholder entered into an investment
agreement with Microsoft (the "Investment Agreement").
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 May 8, 1998 was $84.00 per Common Share.
----------------------------------------
________________________________________
________________________________________
-2-
THE COMPANY
USE OF PROCEEDS
Microsoft will not receive any proceeds from the sale of the Common Shares
offered hereby; nor will such proceeds be available for Microsoft's use or
benefit.
SELLING SHAREHOLDERS
All of the Common Shares described in this Prospectus will be owned
immediately after registration by former shareholders of Firefly (the "Selling
Shareholders"). All of the shares offered by the Selling Shareholders were
acquired in connection with the Merger. Such shares do not exceed one percent
(1%) of Microsoft's outstanding capitalization. None of the Selling
Shareholders has a material relationship with Microsoft, except that certain
Selling Shareholders are or will be non-officer employees of Firefly or
Microsoft.
PLAN OF DISTRIBUTION
Microsoft has been advised by each Selling Shareholder that, subject to the
terms of the Investment Agreement, each Selling Shareholder expects to offer
his, her, or its Common Shares to or through brokers and dealers and
underwriters to be selected by the Selling Shareholder from time to time. In
addition, the Common Shares may be offered for sale through the Nasdaq Stock
Market, in the over-the-counter market, through a market maker, in one or more
private transactions, or a combination of such methods of sale, at prices and on
terms then prevailing, at prices related to such prices, or at negotiated
prices. Each Selling Shareholder may pledge all or a portion of the Common
Shares owned by him, her, or it as collateral in loan transactions. Upon default
by any such Selling Shareholder, the pledgee in such loan transaction would have
the same rights of sale as such Selling Shareholder under this Prospectus. Each
Selling Shareholder also may enter into exchange traded listed option
transactions that require the delivery of the Common Shares listed hereunder.
Subject to the terms of the Investment Agreement, each Selling Shareholder may
also transfer Common Shares owned by him, her, or it in other ways not involving
market makers or established trading markets, including directly by gift,
distribution, or other transfer without consideration, and upon any such
transfer the transferee would have the same rights of sale as such Selling
Shareholder under this Prospectus. In addition, any securities covered by this
Prospectus that qualify
-3-
for sale pursuant to Rule 144 of the Securities Act of 1933, as amended (the
"1933 Act"), may be sold under Rule 144 rather than pursuant to this Prospectus.
Finally, each Selling Shareholder and any brokers and dealers through whom sales
of the Common Shares are made may be deemed to be "underwriters" within the
meaning of the 1933 Act, and the commissions or discounts and other compensation
paid to such persons may be regarded as underwriters' compensation.
LEGAL MATTERS
The validity of the Common Shares offered hereby will be passed upon for
Microsoft by Preston Gates & Ellis LLP, 5000 Columbia Center, 701 Fifth Avenue,
Seattle, Washington 98104. As of the date hereof, attorneys in Preston Gates &
Ellis LLP who have worked on substantive matters for Microsoft own less than
500,000 Common Shares.
EXPERTS
-4-
PART II
Registration Fee --
Securities and Exchange Commission $ 8,725
Accountants' Fees 5,000
Legal Fees 10,000
Miscellaneous 2,000
-------
Total $25,725
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
II-1
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.
(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.
II-2
SIGNATURES
MICROSOFT CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears
below constitutes and appoints William H. Gates III, 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.
Dated
----
-
/s/ Gregory
B. Maffei
Vice
President,
Finance;
Chief
Financial
May 8,
1998
- ----------
------------
------------
-- Officer
(Principal
Financial
and
Gregory B.
Maffei
Accounting
Officer)
/s/ William
H. Gates
III
Chairman,
Chief
Executive
Officer,
May 8,
1998
- ----------
------------
------------
-- Director
(Principal
Executive
Officer)
William H.
Gates III
- ----------
------------
------------
--
/s/ Paul G.
Allen
Director
May 8,
1998
- ----------
------------
------------
--
Paul G.
Allen
/s/ Jill E.
Barad
Director
May 8,
1998
- ----------
------------
------------
--
Jill E.
Barad
/s/ Richard
A.
Hackborn
Director
May 8,
1998
- ----------
------------
------------
--
Richard A.
Hackborn
/s/ David
F.
Marquardt
Director
May 6,
1998
- ----------
------------
------------
--
David F.
Marquardt
/s/ William
G. Reed,
Jr.
Director
May 6,
1998
- ----------
------------
------------
--
William G.
Reed, Jr.
/s/ Jon A.
Shirley
Director
May 8,
1998
- ----------
------------
------------
--
Jon A.
Shirley
II-3
INDEX TO EXHIBITS
Exhibit No.
Description
Page or
Footnote
- -----------
--
-------
----
------
----------
5
Opinion of
Counsel re:
legality
See
attached.
23.1
Consent of
Deloitte &
Touche
LLP as
Independent
Accountants
See
attached.
23.2
Consent of
Preston
Gates &
Ellis LLP
See
footnote
/(1)/
24
Power of
Attorney
See page
II-3
- ---------------
/1/ Contained within Exhibit 5
II-4
EX-5
2
OPINION OF COUNSEL - PRESTON GATES & ELLIS LLP
Exhibit 5
OPINION OF PRESTON GATES & ELLIS LLP
Microsoft Corporation
One Microsoft Way
Redmond, WA 98052
The Common Shares being registered are legally issued, fully paid, and
nonassessable.
EX-23.1
3
CONSENT OF DELOITTE & TOUCHE LLP
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS