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0001032210-98-001360.txt : 19981217
0001032210-98-001360.hdr.sgml : 19981217
ACCESSION NUMBER: 0001032210-98-001360
CONFORMED SUBMISSION TYPE: S-3
PUBLIC DOCUMENT COUNT: 3
FILED AS OF DATE: 19981216
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: 333-69027
FILM NUMBER: 98770610
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.)
Jamie D. Pedersen
Preston Gates & Ellis LLP
5000 Columbia Center
701 Fifth Avenue
Seattle, Washington 98104-7078
________________________________________
Approximate date of commencement of proposed sale to the public: At such
time or times after the effective date of this Registration Statement as the
Selling Shareholders shall determine.
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
2,257,237
shares
$130.72
$295,066,020.64
$82,028.35
PROSPECTUS
----------
MICROSOFT CORPORATION
2,257,237 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 December 14, 1998 was $130.72 per Common
Share.
________________________________________
TABLE OF CONTENTS
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 quarter ended September
30, 1998.
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.
________________________________________
THE COMPANY
RISK FACTORS
You should carefully consider Risk Factors for our stock which are
discussed at pages 30-33 of our Annual Report to Shareholders and other
information incorporated by reference. See page 1 of this Prospectus.
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
All of the Common Shares registered for sale under this Prospectus will
be owned immediately after registration by all of the former shareholders of
LinkExchange (the "Selling Shareholders").
2
PLAN OF DISTRIBUTION
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:
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 500,000 Common
Shares.
EXPERTS
PART II
Registration Fee --
Securities and Exchange Commission $82,028.35
Accountants' Fees $ 5,000.00
Legal Fees $10,000.00
Miscellaneous $ 2,000.00
Total $99,028.35
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
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.
-----
/s/ Gregory
B. Maffei
Vice
President,
Finance;
Chief
Financial
December
16, 1998
- ----------
------------
------------
-- Officer
(Principal
Financial
and
Gregory B.
Maffei
Accounting
Officer)
/s/ William
H. Gates
III
Chairman,
Chief
Executive
Officer,
December
16, 1998
- ----------
------------
------------
-- Director
(Principal
Executive
Officer)
William H.
Gates III
/s/ Paul G.
Allen
Director
December
16, 1998
- ----------
------------
------------
--
Paul G.
Allen
/s/ Jill E.
Barad
Director
December
16, 1998
- ----------
------------
------------
--
Jill E.
Barad
/s/ Richard
A.
Hackborn
Director
December
16, 1998
- ----------
------------
------------
--
Richard A.
Hackborn
/s/ David
F.
Marquardt
Director
December
16, 1998
- ----------
------------
------------
--
David F.
Marquardt
/s/ William
G. Reed,
Jr.
Director
December
16, 1998
- ----------
------------
------------
--
William G.
Reed, Jr.
/s/ Jon A.
Shirley
Director
December
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
II-4
EX-5
2
OPINION OF COUNSEL RE: LEGALITY
EXHIBIT 5
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