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Proc-Type: 2001,MIC-CLEAR
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0001032210-99-000861.txt : 19990624
0001032210-99-000861.hdr.sgml : 19990624
ACCESSION NUMBER: 0001032210-99-000861
CONFORMED SUBMISSION TYPE: S-3
PUBLIC DOCUMENT COUNT: 3
FILED AS OF DATE: 19990527
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: 333-79461
FILM NUMBER: 99636190
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
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.)
Christopher H. Cunningham
Preston Gates & Ellis LLP
5000 Columbia Center
701 Fifth Avenue
Seattle, Washington 98104-7078
________________________________________
================================================================================
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
$.0000125
507,140
shares
$76.969
$39,034,058.66
$10,851.47
PROSPECTUS
MICROSOFT CORPORATION
507,140 Common Shares
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 24, 1999 was $76.969 per Common Share.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
________________________________________
TABLE OF CONTENTS
THE COMPANY............................................................. 1
USE OF PROCEEDS......................................................... 1
SELLING SHAREHOLDERS AND PLAN OF DISTRIBUTION........................... 1
LEGAL MATTERS........................................................... 2
EXPERTS................................................................. 2
WHERE YOU CAN FIND MORE INFORMATION..................................... 3
The shares of common stock are not being offered in any jurisdiction where
the offer is not permitted.
You should not assume that the information in this prospectus or any
prospectus supplement is accurate as of any date other than the date on the
front of the documents.
THE COMPANY
. sales of personal computer devices such as the Microsoft Mouse and the
Microsoft Natural Keyboard;
USE OF PROCEEDS
All net proceeds from the sale of the common shares covered by this
prospectus will go to the selling shareholders who offer and sell their shares.
We will not receive any proceeds from the sale of the common shares by the
selling shareholders.
SELLING SHAREHOLDERS AND PLAN OF DISTRIBUTION
All of the common shares registered for sale under this prospectus will be
owned immediately after registration by all of the former shareholders of Bruce
Carver and Associates, Inc., Chris J. Jones and Associates, Inc., Jump Networks,
Inc. and OmniBrowse, Inc. (the "selling shareholders").
All of the shares offered by the selling shareholders were acquired (i) in
connection with the acquisition by Microsoft of certain assets of Bruce Carver
and Associates, Inc., a Utah corporation, and Chris J. Jones and Associates
Inc., a Utah corporation, (ii) in connection with the merger of Jump How High
Inc., a wholly-owned Delaware subsidiary of Microsoft, with and into Jump
Networks, Inc., a Delaware corporation, and (iii) in connection with the merger
of OmniAcquisition, Inc. a wholly owned subsidiary of Microsoft, with and into
OmniBrowse, Inc. a Nevada corporation (together, the "transactions"). Under the
terms of the transactions, Microsoft agreed to register the common shares
received by the selling shareholders in connection with the transactions. The
shares held by the selling shareholders do not exceed one percent (1%) of
Microsoft's outstanding capitalization. In the past three years, none of the
selling shareholders has had a material relationship with Microsoft, except that
certain selling shareholders have become non-officer employees of Jump Networks,
OmniBrowse, Inc. or Microsoft after the transactions.
The selling shareholders may sell the common shares in the over-the-counter
market or otherwise, at market prices prevailing at the time of sale, at prices
related to the prevailing market prices, or at negotiated prices. In addition,
the selling shareholders may sell some or all of their common shares through:
When selling the common shares, the selling shareholders may enter into
hedging transactions. For example, the selling shareholders may:
. sell common shares short themselves and redeliver such shares to close
out their short positions;
. enter into option or other types of transactions that require the
selling shareholder to deliver common shares to a broker-dealer, who will then
resell or transfer the common shares under this prospectus; or
. loan or pledge the common shares to a broker-dealer, who may sell the
loaned shares or, in the event of default, sell the pledged shares.
. transfer their common shares in other ways not involving market makers
or established trading markets, including directly by gift, distribution, or
other transfer; or
. sell their common shares under Rule 144 of the 1933 Act rather than
under this prospectus, if the transaction meets the requirements of Rule 144.
LEGAL MATTERS
For purposes of this offering, Preston Gates & Ellis LLP, Seattle,
Washington, is giving its opinion on the validity of the common shares. As of
the date of this prospectus, attorneys in Preston Gates & Ellis LLP who have
worked on substantive matters for Microsoft own fewer than 1,000,000 common
shares.
EXPERTS
. Government Filings. We file annual, quarterly and special reports and other
information with the Securities and Exchange Commission (the "SEC"). You may
read and copy any document that we file at the SEC's public reference rooms in
Washington, D.C., New York, New York, and Chicago, Illinois. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC
filings are also available to you free of charge at the SEC's web site at
http://www.sec.gov. Most of our SEC filings are also available to you free of
charge at our web site at http://www.microsoft.com/MSFT.
. Stock Market. The common shares are traded as "National Market Securities"
on the Nasdaq National Market. Material filed by Microsoft can be inspected at
the offices of the National Association of Securities Dealers, Inc., Reports
Section, 1735 K Street, N.W., Washington, D.C. 20006.
We incorporate by reference the documents listed below and any future filings
we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 until this offering has been completed:
1. Microsoft's Annual Report on Form 10-K, which includes various pages from
its Annual Report to Shareholders, for the year ended June 30, 1998.
2. Microsoft's Quarterly Report on Form 10-Q for the quarters ended September
30, 1998, December 31, 1998, and March 31, 1999.
You may also review and/or download free copies of items 1, 2 and 3 at our web
site at http://www.microsoft.com/MSFT.
PART II
(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
27, 1999
- -----------
-------------
------------
Officer
(Principal
Financial
and
Gregory B.
Maffei
Accounting
Officer)
/s/ William
H. Gates III
Chairman,
Chief
Executive
Officer,
May 27,
1999
- -----------
-------------
------------
Director
(Principal
Executive
Officer)
William H.
Gates III
/s/ Paul G.
Allen
Director
May 27,
1999
- -----------
-------------
------------
Paul G.
Allen
/s/ Jill E.
Barad
Director
May 27,
1999
- -----------
-------------
------------
Jill E.
Barad
/s/ Richard
A.
Hackborn
Director
May 27,
1999
- -----------
-------------
------------
Richard A.
Hackborn
/s/ David F.
Marquardt
Director
May 27,
1999
- -----------
-------------
------------
David F.
Marquardt
/s/ William
G. Reed, Jr.
Director
May 27,
1999
- -----------
-------------
------------
William G.
Reed, Jr.
/s/ Jon A.
Shirley
Director
May 27,
1999
- -----------
-------------
------------
Jon A.
Shirley
II-3
INDEX TO
EXHIBITS
Exhibit No.
Description
Location
- -----------
-- ----------
-------------
-------------
-------------
------- ---
-------------
------
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
- ---------------------------------
/1/ Contained within Exhibit 5.
II-4
EX-5
2
OPINION OF COUNSEL
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
INDEPENDENT AUDITORS' CONSENT