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Proc-Type: 2001,MIC-CLEAR
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0000898430-99-001359.txt : 19990402
0000898430-99-001359.hdr.sgml : 19990402
ACCESSION NUMBER: 0000898430-99-001359
CONFORMED SUBMISSION TYPE: S-3
PUBLIC DOCUMENT COUNT: 3
FILED AS OF DATE: 19990331
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: 333-75389
FILM NUMBER: 99583460
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
918,702
shares
$83.74
$76,932,105.48
$21,387.13
PROSPECTUS
MICROSOFT CORPORATION
918,702 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 March 24, 1999 was $83.74 per Common Share.
All
calculations and share amounts in this prospectus reflect the two-for-one stock
split effected March 26, 1999.
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....................................................
3
USE OF
PROCEEDS................................................ 3
LEGAL
MATTERS.................................................. 4
EXPERTS........................................................
4
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
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.
All of the common shares registered for sale under this prospectus will be
owned immediately after registration by all of the former shareholders of
Compare Net, Inc. (the "selling shareholders").
3
hold the selling shareholders' interests. Microsoft will pay the costs and fees
of registering the common shares, but the selling shareholders will pay any
brokerage commissions, discounts or other expenses relating to the sale of the
common shares.
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 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
The financial statements included in our 1998 Annual Report on Form 10-K
have been audited by Deloitte & Touche LLP, independent auditors. We have
incorporated these financial statements by reference in this prospectus and in
the registration statement in reliance upon Deloitte & Touche LLP's report given
on their authority as experts in accounting and auditing.
. 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.
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
Registration Fee --
Securities and Exchange Commission $21,387.13
Accountants' Fees $ 5,000.00
Legal Fees $10,000.00
Miscellaneous $ 2,000.00
----------
Total $38,387.13
(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
March
30, 1999
- ----------
------------
------------
-- Officer
(Principal
Financial
and
Gregory B.
Maffei
Accounting
Officer)
/s/ William
H. Gates
III
Chairman,
Chief
Executive
Officer,
March
30, 1999
- ----------
------------
------------
-- Director
(Principal
Executive
Officer)
William H.
Gates III
/s/ Paul G.
Allen
Director
March 30,
1999
- ----------
------------
------------
--
Paul G.
Allen
/s/ Jill E.
Barad
Director
March 30,
1999
- ----------
------------
------------
--
Jill E.
Barad
/s/ Richard
A.
Hackborn
Director
March 30,
1999
- ----------
------------
------------
--
Richard A.
Hackborn
/s/ David
F.
Marquardt
Director
March 30,
1999
- ----------
------------
------------
--
David F.
Marquardt
/s/ William
G. Reed,
Jr.
Director
March 30,
1999
- ----------
------------
------------
--
William G.
Reed, Jr.
/s/ Jon A.
Shirley
Director
March 30,
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
II-4
EX-5
2
OPINION OF PRESTON GATES & ELLIS LLP
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
INDEPENDENT AUDITORS' CONSENT
EXHIBIT 23.1