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Proc-Type: 2001,MIC-CLEAR
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0001047469-98-037491.txt : 19981019
0001047469-98-037491.hdr.sgml : 19981019
ACCESSION NUMBER: 0001047469-98-037491
CONFORMED SUBMISSION TYPE: S-3
PUBLIC DOCUMENT COUNT: 3
FILED AS OF DATE: 19981016
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: 333-65813
FILM NUMBER: 98726874
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
S-3
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
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.)
- --------------------------------------------------------------------------------
ONE MICROSOFT WAY
REDMOND, WASHINGTON 98052-6399
(425) 882-8080
(Address, including zip code, and telephone
number including area code, of registrant's principal
executive office)
-----------------------------------------------------
Robert A. Eshelman
General Counsel, Finance and Administration
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: //
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
3,152,677
shares*
$89.82
$283,173,448
$250*
PROSPECTUS
----------
MICROSOFT CORPORATION
3,152,677 Common Shares
Par Value of $.000025 Per Share
----------------------------------------
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 October 9, 1998 was $89.82 per Common Share.
----------------------------------------
AVAILABLE INFORMATION
-----------------------------------------
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
1. Microsoft's Annual Report on Form 10-K for the year ended June 30,
1998.
No dealer, salesman, or any other person has been authorized to give any
information or to make any representation not contained in this Prospectus, and,
if given or made, such information and representation must not be relied upon as
having been authorized by Microsoft. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any of the securities offered
hereby in any state to any person to whom it is unlawful to make such offer in
such state. Neither the delivery of this Prospectus nor any sales made
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of Microsoft since the date hereof.
-----------------------------------------
-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
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 which
require the delivery of the Common Shares listed hereunder. Subject to the
terms of the
-3-
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 which qualify 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 $250
Accountants' Fees 5,000
Legal Fees 10,000
Miscellaneous 2,000
------
Total $17,250
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
II-1
(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
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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Redmond, State of Washington on October 16, 1998.
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;
October
16, 1998
- ----------
------------
--- Chief
Financial
Officer
Gregory B.
Maffei
(Principal
Financial
and
Accounting
Officer)
/s/ William
H. Gates
III
Chairman,
Chief
Executive
October
16, 1998
- ----------
------------
---
Officer,
Director
William H.
Gates III
(Principal
Executive
Officer)
/s/ Paul G.
Allen
Director
October
16, 1998
- ----------
------------
---
Paul G.
Allen
/s/ Jill E.
Barad
Director
October
16, 1998
- ----------
------------
---
Jill E.
Barad
/s/ Richard
A.
Hackborn
Director
October
16, 1998
- ----------
------------
---
Richard A.
Hackborn
/s/ David
F.
Marquardt
Director
October
16, 1998
- ----------
------------
---
David F.
Marquardt
/s/ William
G. Reed,
Jr.
Director
October
16, 1998
- ----------
------------
---
William G.
Reed, Jr.
/s/ Jon A.
Shirley
Director
October
16, 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
Auditors
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
EXHIBIT 5
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
EXHIBIT 23.1
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS