Академический Документы
Профессиональный Документы
Культура Документы
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
Sj4eLPisXMgyREbaoinBRMY7kGmjyhP9P0WZaeGMfux6Rmu7/i4bXOZDFHBpt/u4
HR9gwIewNVSKllrtMY/TEg==
0001032210-99-001090.txt : 19990728
0001032210-99-001090.hdr.sgml : 19990728
ACCESSION NUMBER: 0001032210-99-001090
CONFORMED SUBMISSION TYPE: S-3
PUBLIC DOCUMENT COUNT: 3
FILED AS OF DATE: 19990727
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: 333-83873
FILM NUMBER: 99671276
BUSINESS ADDRESS:
STREET 1: ONE MICROSOFT WAY #BLDG 8
STREET 2: NORTH OFFICE 2211
CITY: REDMOND
STATE: WA
ZIP: 98052
BUSINESS PHONE: 4258828080
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.)
- --------------------------------------------------------------------------------
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)
- --------------------------------------------------------------------------------
Jonathan Fisher
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
664,030
shares
$88.719
$58,912,077.57
$16,377.56
PROSPECTUS
----------
MICROSOFT CORPORATION
664,030 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 July 26, 1999 was $88.719 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.......................................................... 3
USE OF PROCEEDS...................................................... 3
SELLING SHAREHOLDERS AND PLAN OF DISTRIBUTION........................ 3
LEGAL MATTERS........................................................ 4
EXPERTS.............................................................. 4
WHERE YOU CAN FIND MORE INFORMATION.................................. 5
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
Intrinsa Corporation (the "selling shareholders").
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:
LEGAL MATTERS
For purposes of this 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 consolidated financial statements of Microsoft for each of the
three years in the period ended June 30, 1998, incorporated by reference in this
Prospectus from Microsoft's Annual Report on Form 10-K, have been audited by
Deloitte & Touche LLP, independent public accountants, as stated in their report
which is incorporated herein by reference, and have been so incorporated in
reliance upon such report given upon the authority of said firm 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.
You may also review and/or download free copies of items 1, 2 and 4 at our web
site at http://www.microsoft.com/MSFT.
PART II
Registration Fee --
Securities and Exchange Commission $16,377.56
Accountants' Fees $ 5,000.00
Legal Fees $10,000.00
Miscellaneous $ 2,000.00
----------
Total $33,377.56
(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
July 27,
1999
- ----------
------------
------------
-- Officer
(Principal
Financial
and
Gregory B.
Maffei
Accounting
Officer)
/s/ William
H. Gates
III
Chairman,
Chief
Executive
Officer,
July 27,
1999
- ----------
------------
------------
--
William H.
Gates III
Director
(Principal
Executive
Officer)
/s/ Paul G.
Allen
Director
July 27,
1999
- ----------
------------
------------
--
Paul G.
Allen
/s/ Jill E.
Barad
Director
July 27,
1999
- ----------
------------
------------
--
Jill E.
Barad
/s/ Richard
A.
Hackborn
Director
July 27,
1999
- ----------
------------
------------
--
Richard A.
Hackborn
/s/ David
F.
Marquardt
Director
July 27,
1999
- ----------
------------
------------
--
David F.
Marquardt
/s/ Wm. G.
Reed, Jr.
Director
July 27,
1999
- ----------
------------
------------
--
Wm. G.
Reed, Jr.
/s/ Jon A.
Shirley
Director
July 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
See
attached.
Independent
Auditors
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
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.
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT