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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 25, 2008
3COM CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware
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0-12867
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94-2605794 |
(State or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
350 Campus Drive
Marlborough, Massachusetts
01752
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code: (508) 323-1000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
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| Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) Bonus Determination for Dr. Shusheng Zheng, Chief Operating Officer of H3C. On March 25,
2008, the Compensation Committee (the “Committee”) of the Board of Directors of 3Com Corporation
(“3Com”) approved bonus payments for H3C’s fiscal year 2007 for Dr. Zheng. The Committee approved
a regular annual bonus payment of $309,100. In addition, under H3C’s long term incentive plan, the
Committee approved a payment of $500,000, payable over three years subject to continued employment.
These bonuses were determined based on a variety of factors, including the Committee’s review of
specified business performance metrics for H3C’s fiscal year 2007 and specific metrics for H3C’s
fourth quarter of 2007. The Committee also considered Dr. Zheng’s contribution and individual
performance.
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| ITEM 7.01 |
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Regulation FD Disclosure |
As required by its senior secured credit facility the Company made available to its senior
secured bank lenders certain summary financial information concerning H3C. This
financial data is attached hereto as Exhibit 99.1 and is hereby incorporated by reference into this
Item 7.01. As described in Exhibit 99.1, the financial data set forth in Exhibit 99.1 differs from
the H3C segment data published by the Company in its financial press releases.
The information in Item 7.01 of this Form 8-K and the exhibit attached hereto as Exhibit 99.1
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
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| ITEM 9.01 |
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Financial Statements and Exhibits |
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| Exhibit Number |
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Description |
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99.1
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H3C — Summary Financial Information Provided to Bank Lenders |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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3COM CORPORATION
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| Date: March 31, 2008 |
By: |
/s/ Jay Zager |
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Jay Zager |
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Executive Vice President and Chief
Financial Officer |
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EXHIBIT INDEX
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Description |
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99.1
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H3C — Summary Financial Information Provided to Bank Lenders |