sv8
As filed with the Securities and Exchange Commission on July 25, 2008
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
3COM CORPORATION
(Exact name of Registrant as specified in its charter)
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| Delaware
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94-2605794 |
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| (State of Incorporation)
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(I.R.S. Employer Identification Number) |
350 Campus Drive
Marlborough, MA 01752
(Address of Principal Executive Offices)
Stand Alone Restricted Stock Agreement with Ronald A. Sege
Stand Alone Stock Option Agreement with Ronald A. Sege
Stand Alone Restricted Stock Agreement with Eileen Nelson
Stand Alone Stock Option Agreement with Eileen Nelson
(Full title of the plans)
Neal D. Goldman, Esq.
Executive Vice President, Chief Administrative and Legal Officer and Secretary
350 Campus Drive
Marlborough, MA 01752
(Name and address of agent for service)
(508) 323-1000
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer þ |
Accelerated filer o |
Non-accelerated filer o
(Do not check if a smaller reporting company) |
Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
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Proposed Maximum |
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Proposed Maximum |
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Title of Securities to |
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Amount |
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Offering Price |
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Aggregate Offering |
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Amount of |
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be Registered (1) |
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to be Registered (2) |
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Per Share (3) |
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Price (3) |
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Registration Fee (4) |
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Common Stock, $0.01 par value per share |
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1,000,000 |
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$1.98 |
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$1,980,000 |
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$77.81 |
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Common Stock, $0.01 par value per share |
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2,000,000 |
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$2.61 |
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$5,220,000 |
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$205.15 |
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Common Stock, $0.01 par value per share |
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75,000 |
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$1.98 |
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$148,500 |
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$5.84 |
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Common Stock, $0.01 par value per share |
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300,000 |
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$2.48 |
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$744,000 |
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$29.24 |
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Total |
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3,375,000 |
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$8,092,500 |
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$318.04 |
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Shares of 1.0 million offered pursuant to the Registrant’s Stand Alone Restricted Stock
Agreement with Ronald A. Sege. Shares of 2.0 million offered pursuant to the Registrant’s
Stand Alone Stock Option Agreement with Ronald A. Sege. Shares of 75,000 offered pursuant
to the Registrant’s Stand Alone Restricted Stock Agreement with Eileen Nelson. Shares of
300,000 offered pursuant to the Registrant’s Stand Alone Stock Option Agreement with
Eileen Nelson. The foregoing agreements are collectively defined as the “Plans”. Each
share of common stock includes a preferred stock purchase right. The preferred stock
purchase rights, which are attached to the shares of common stock being registered
hereunder, will be issued for no additional consideration. Accordingly, no additional
registration fee is payable. |
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Pursuant to Rule 416 under the Securities Act of 1933, as amended, to the extent
additional shares of common stock may be issued or issuable as a result of a stock split
or other distribution declared at any time by the Board of Directors while this
registration statement is in effect, this registration statement is hereby deemed to cover
all such additional shares of common stock. |
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For the 2.0 million shares offered to Mr. Sege and the 300,000 shares offered to Ms.
Nelson, the Proposed Maximum Offering Price Per Share and the Proposed Maximum Aggregate
Offering Price are based on the actual exercise price of each tranche of options granted
under the applicable Plan and is calculated in accordance with Rule 457(h)(1) promulgated
under the Securities Act of 1933. For the 1.0 million shares offered to Mr. Sege and the
75,000 shares offered to Ms. Nelson, the Proposed Maximum Offering Price Per Share and the
Proposed Maximum Aggregate Offering Price are estimated in accordance with Rule 457(c) and
457(h) solely for the purpose of calculating the filing fee on the basis of $1.98 per
share, which represents the average of the high and low prices of the Common Stock as
reported on The NASDAQ Global Select Market on July 22, 2008 (a date within five business
days of July 25, 2008, the filing date). |
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The Amount of Registration Fee is based on a fee rate of $39.30 per million. The total
filing fee for Common Stock registered herein of $318.04 is offset pursuant to Rule 457(p)
of the Securities Act by filing fees totaling $4,737 previously paid with respect to
unsold shares registered pursuant to a Registration Statement on Form S-8 filed by 3Com
Corporation on May 31, 2006 (a date within five years of the date of the filing of this
Registration Statement) for the Stand Alone Option Agreement with Scott Murray dated
January 25, 2006 (Commission File No. 333-134610). (An amount of $1,471 has been
previously offset against the May 31, 2006 registration statement.) Therefore, no fee is
being paid herewith. |
TABLE OF CONTENTS
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a) Prospectus is omitted from
this registration statement in accordance with Rule 428 under the Securities Act of 1933, as
amended.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents and information heretofore filed by Registrant with the Securities and
Exchange Commission (the “Commission”) are hereby incorporated by reference in this registration
statement:
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(a) |
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The Registrant’s Annual Report on Form 10-K for the fiscal year ended May 30,
2008, filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”); |
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(b) |
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The Registrant’s Current Reports on Form 8-K filed on June 23 and July 15, 2008
and the Registrant’s Current Report on Form 8-K/A filed on July 7, 2008; |
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(c) |
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The description of the Registrant’s Common Stock contained in the registration
statement on Form 8-A, filed with the Commission on September 18, 1984, and any
amendment or report filed for the purpose of updating such description; and |
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(d) |
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The description of the Registrant’s preferred share purchase rights contained
in the registration statement on Form 8-A, filed with the Commission on September 22,
1989, as amended and restated on November 27, 2002 and amended on September 28, 2007. |
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment to the registration
statement which indicates that all of the shares of common stock offered have been sold or which
deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date of the filing of
such documents; except as to any portion of any future annual or quarterly report to stockholders
or other report or document that is not deemed filed under such provisions. For the purposes of
this registration statement, any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded to the extent that a
statement contained herein or in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a
part of this registration statement.
II-1
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of our common stock offered by this Registration Statement will be
passed upon for us by Jeffrey M. Held, Esq., our Deputy General Counsel and Assistant Secretary.
Mr. Held is paid a salary by 3Com Corporation, is a participant in various employee benefit plans
offered to employees of 3Com Corporation generally, owns shares of 3Com Corporation common stock
and has options to purchase shares of 3Com Corporation common stock.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware authorizes a Delaware
corporation to indemnify officers, directors, employees, and agents of the corporation, in
connection with actual or threatened actions, suits or proceedings provided that such officer,
director, employee, or agent acted in good faith and in a manner such officer reasonably believed
to be in or not opposed to the corporation’s best interests, and, for criminal proceedings, had no
reasonable cause to believe his or her conduct was unlawful. This authority is sufficiently broad
to permit indemnification under certain circumstances for liabilities (including reimbursement for
expenses incurred) arising under the Securities Act of 1933, as amended.
The Registrant’s By-laws provide for indemnification of officers and directors to the fullest
extent permitted by Delaware law. In addition, the Registrant has, and intends in the future to
enter into, agreements to provide indemnification for directors and officers in addition to that
provided for in the Bylaws. These agreements, among other things, indemnify the Registrant’s
directors and officers for certain expenses (including attorney fees), judgments, fines and
settlement amounts incurred by any such person in any action or proceeding, including any action by
or in the right of the Registrant, arising out of such person’s services as a director or officer
of the Registrant, any subsidiary of the Registrant or any other company or enterprise to which the
person provides services at the request of the Registrant. The Registrant believes that these
provisions and agreements are necessary to attract and retain qualified directors and officers.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing
provisions, the Registrant has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act and is therefore
unenforceable.
The Registrant maintains insurance on behalf of any person who is a director or officer
against any loss arising from any claim asserted against such person and expense incurred by such
person in any capacity, subject to certain exclusions.
Item 7. Exemption from Registration Claimed.
Not Applicable.
II-2
Item 8. Exhibits.
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Description |
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4.1 |
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Third Amended and Restated Preferred Shares Rights Agreement, dated as of
November 4, 2002 (the “Rights Plan”)(incorporated by reference from Exhibit 4.1
to Form 8-A/A (File No. 0-12867) filed on November 27, 2002) |
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4.2 |
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Amendment No. 1 to Rights Plan, dated as of September 28, 2007(incorporated by
reference from Exhibit 4.1 to Form 8-K/A (File No. 0-12867) filed on September
28, 2007) |
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5.1 |
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Opinion of Jeffrey M. Held, Deputy General Counsel and Assistant Secretary of
the Registrant* |
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10.1 |
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Stand Alone Stock Option Agreement by and between Ronald A. Sege and the
Registrant (incorporated by reference from Exhibit 10.32 to Annual Report on
Form 10-K (File No. 0-12867) filed on July 25, 2008) |
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10.2 |
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Stand Alone Restricted Stock Agreement by and between Ronald A. Sege and the
Registrant (incorporated by reference from Exhibit 10.33 to Annual Report on
Form 10-K (File No. 0-12867) filed on July 25, 2008) |
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10.3 |
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Stand Alone Stock Option Agreement by and between Eileen Nelson and the
Registrant* |
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10.4 |
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Stand Alone Restricted Stock Agreement by and between Eileen Nelson and the
Registrant* |
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10.5 |
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3Com Corporation 2003 Stock Plan, as amended (incorporated by reference from
Exhibit 10.1 to Form S-8 filed on November 17, 2005) |
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23.1 |
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Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm* |
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23.2 |
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Consent of Jeffrey M. Held, Deputy General Counsel and Assistant Secretary of
the Registrant (contained in Exhibit 5.1)* |
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24.1 |
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Power of Attorney (see page II-6)* |
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(i) To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(1) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as
amended (the “Securities Act”);
(2) 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
II-3
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 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 percent change in
the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in
the effective registration statement;
(3) 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 (a)(1)(i) and (a)(1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the Securities and Exchange Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”) that are incorporated by reference in this registration statement.
(ii) That, for the purpose of determining any liability under the Securities 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.
(iii) 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant’s annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of any employee
benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act 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 Securities 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 of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication of such issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Marlborough, Commonwealth of
Massachusetts, on July 25, 2008.
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3COM CORPORATION
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By: |
/s/ NEAL D. GOLDMAN
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Neal D. Goldman, Esq. |
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Executive Vice President, Chief
Administrative and Legal
Officer and Secretary |
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II-5
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes
and appoints Neal D. Goldman and Jeffrey M. Held, and each of them acting individually, as his or
her true and lawful attorneys-in-fact and agents, each with full power of substitution, to sign and
execute on behalf of the undersigned any and all amendments (including post-effective amendments)
to this registration statement, any registration statement for the same offering covered by this
registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated
under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to
file the same, with all exhibits thereto and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the foregoing, as fully to all intents and purposes as the
undersigned might or could do in person, and each of the undersigned does hereby ratify and confirm
all that such attorneys-in-fact and agents or any of them, or any substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed by the following persons in the capacities and on the date indicated.
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Title |
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/s/ Robert Y. L. Mao
Robert Y. L. Mao
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Director and Chief Executive
Officer (principal executive
officer)
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July 25, 2008 |
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Executive Vice President and
Chief Financial Officer
(principal financial and
accounting officer)
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July 25, 2008 |
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/s/ Eric A. Benhamou
Eric A. Benhamou
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Chairman of the Board
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July 25, 2008 |
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/s/ Gary T. DiCamillo
Gary T. DiCamillo
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Director
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July 25, 2008 |
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Director
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Director
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/s/ Ronald A. Sege
Ronald A. Sege
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Director and President and
Chief Operating Officer
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July 25, 2008 |
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/s/ Dominique Trempont
Dominique Trempont
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Director
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July 25, 2008 |
II-6
INDEX TO EXHIBITS
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| Exhibit |
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| Number |
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Description |
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4.1 |
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Third Amended and Restated Preferred Shares Rights Agreement, dated as of
November 4, 2002 (the “Rights Plan”)(incorporated by reference from Exhibit 4.1
to Form 8-A/A (File No. 0-12867) filed on November 27, 2002) |
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4.2 |
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Amendment No. 1 to Rights Plan, dated as of September 28, 2007(incorporated by
reference from Exhibit 4.1 to Form 8-K/A (File No. 0-12867) filed on September
28, 2007) |
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5.1 |
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Opinion of Jeffrey M. Held, Deputy General Counsel and Assistant Secretary of
the Registrant* |
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10.1 |
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Stand Alone Stock Option Agreement by and between Ronald A. Sege and the
Registrant (incorporated by reference from Exhibit 10. 32 to Annual Report on
Form 10-K (File No. 0-12867) filed on July 25, 2008) |
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10.2 |
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Stand Alone Restricted Stock Agreement by and between Ronald A. Sege and the
Registrant (incorporated by reference from Exhibit 10.33 to Annual Report on
Form 10-K (File No. 0-12867) filed on July 25, 2008) |
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10.3 |
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Stand Alone Stock Option Agreement by and between Eileen Nelson and the
Registrant* |
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10.4 |
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Stand Alone Restricted Stock Agreement by and between Eileen Nelson and the
Registrant* |
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10.5 |
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3Com Corporation 2003 Stock Plan, as amended (incorporated by reference from
Exhibit 10.1 to Form S-8 filed on November 17, 2005) |
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23.1 |
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Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm* |
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23.2 |
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Consent of Jeffrey M. Held, Deputy General Counsel and Assistant Secretary of
the Registrant (contained in Exhibit 5.1)* |
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24.1 |
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Power of Attorney (see page II-6)* |