As filed with the Securities and Exchange Commission on January 10,
2003 Registration No. 333-79461
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MICROSOFT CORPORATION
(Exact name of registrant
as specified in its charter)
| Washington |
91-1144442 | |
| (State or other jurisdiction of
incorporation or organization) |
(IRS Employer 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)
John A. Seethoff
Deputy General Counsel, Finance and Operations
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)
Copies of all
communications to:
Christopher H. Cunningham
Kathleen A.
Keizer
Preston Gates & Ellis LLP
701 Fifth Avenue,
Suite 5000
Seattle, Washington 98104-7078
(206) 623-7580
Approximate date of commencement of proposed sale to the public: Not applicable.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans,
please check the following box. ¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, please check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ¨
The registrant hereby
amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said section 8(a), may determine.
On May 27, 1999, Microsoft Corporation (“Microsoft”) filed a
Registration Statement on Form S-3, SEC 1933 Act Number 333-79461 (the “Registration Statement”) covering 507,140 shares of Microsoft’s common stock (the “Common Stock”) on behalf of certain “Selling Shareholders”
of Microsoft.
The Registration Statement was filed in order to register shares of Common Stock issued to former
shareholders of Bruce Carver and Associates, Inc., Chris J. Jones and Associates, Inc., Jump Networks, Inc., and OmniBrowse, Inc. Microsoft acquired substantially all of the assets of Bruce Carver and Associates, Inc. and Chris J. Jones and
Associates, Inc. and merged with Jump Networks, Inc. on April 30, 1999. Microsoft merged with OmniBrowse, Inc. on May 20, 1999.
Pursuant to the terms of agreements between Microsoft and certain former shareholders of Bruce Carver and Associates, Inc., Chris J. Jones and Associates, Inc., Jump Networks, Inc., and OmniBrowse, Inc., Microsoft’s obligations
to maintain the effectiveness of the Registration Statement expired on May 20, 2001. Accordingly, Microsoft hereby de-registers all of its Common Stock registered pursuant to the Registration Statement and remaining unsold thereunder.
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 January 8, 2003.
| MICROSOFT CORPORATION | ||
| By: |
* | |
| Steven A. Ballmer Chief Executive
Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the capacities and on the dates indicated.
| * Steven A. Ballmer |
Chief Executive Officer, Director (Principal Executive Officer) | |
| * William H. Gates III |
Chairman, Chief Software Architect, Director | |
| * John G. Connors |
Senior Vice President, Finance and Administration, Chief Financial Officer | |
| * James I. Cash |
Director | |
| * Raymond V. Gilmartin |
Director | |
| * David F. Marquardt |
Director | |
| * Ann McLaughlin Korologos |
Director | |
| * W. G. Reed, Jr. |
Director | |
| * Jon A. Shirley |
Director |
| *By: |
/S/ KEITH R.
DOLLIVER | |
| Keith R. Dolliver Attorney-in-Fact
pursuant to a power of attorney attached as an Exhibit hereto. |
EXHIBITS
| 24. |
Power of Attorney |
Exhibit 24
CONSENT RESOLUTION OF BOARD OF DIRECTORS
AND POWER OF ATTORNEY
The undersigned, being all of the Directors of Microsoft Corporation, a Washington corporation, do by their signatures hereto, pursuant to RCW 23B.08.210, consent to the
following action:
RESOLVED: that each person whose signature appears below hereby authorizes and appoints John G.
Conners, John A. Seethoff, and Keith R. Dolliver his or her attorneys-in-fact, for any of them in any and all capacities, to sign any post-effective amendments to the S-3 registration statements indicated on Schedule A hereto, and to file the same,
with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Resolution and Power of Attorney has been signed by the
following persons in the capacities and on the dates indicated.
| /s/ STEVEN A.
BALLMER Steven A. Ballmer |
Director, Chief Executive Officer (Principal Executive Officer) |
December 26, 2002 | ||
| /s/ WILLIAM H. GATES
III William H. Gates III |
Director, Chairman, Chief Software Architect |
December 11, 2002 | ||
| /s/ JOHN G.
CONNORS John G. Connors |
Senior Vice President, Chief Financial Officer |
December 26, 2002 | ||
| /s/ JAMES I.
CASH James I. Cash |
Director |
December 26, 2002 | ||
| /s/ RAYMOND V.
GILMARTIN Raymond V. Gilmartin |
Director |
December 26, 2002 | ||
| /s/ DAVID F.
MARQUARDT David F. Marquardt |
Director |
December 26, 2002 | ||
| /s/ ANN MCLAUGHLIN
KOROLOGOS Ann McLaughlin Korologos
|
Director |
December 19, 2002 | ||
| /s/ W. G. REED,
JR. W. G. Reed, Jr. |
Director |
December 18, 2002 | ||
| /s/ JON A.
SHIRLEY Jon A. Shirley |
Director |
December 26, 2002 |
Schedule A – List of S-3 Registration Statements
| SEC File Number |
Dates Filed and Amended | |
| 033-56039 |
Filed 10/14/94; Amended 10/21/94; Amended 10/24/95 | |
| 033-57277 |
Filed 1/13/95; Amended 2/17/95 | |
| 033-57899 |
Filed 3/1/95; Amended 4/7/95 | |
| 033-58867 |
Filed 4/27/95 | |
| 033-62725 |
Filed 9/18/95 | |
| 033-63471 |
Filed 10/18/95 | |
| 333-00857 |
Filed 2/12/96; Amended 2/22/96; Amended 6/27/96 | |
| 333-01177 |
Filed 2/23/96; Amended 3/1/96; Amended 6/27/96 | |
| 333-02759 |
Filed 4/23/96 | |
| 333-05961 |
Filed 6/13/96 | |
| 333-08081 |
Filed 7/12/96; Amended 8/12/96 | |
| 333-12441 |
Filed 9/20/96 | |
| 333-17143 |
Filed 12/2/96/ Amended 12/13/96; Amended 12/16/96 | |
| 333-18055 |
Filed 12/17/96 | |
| 333-18195 |
Filed 12/18/96 | |
| 333-23621 |
Filed 3/19/97 | |
| 333-31803 |
Filed 7/22/97 | |
| 333-37841 |
Filed 10/14/97 | |
| 333-41387 |
Filed 12/3/97 | |
| 333-43449 |
Filed 12/30/97 | |
| 333-45989 |
Filed 2/10/98 | |
| 333-52377 |
Filed 5/12/98 | |
| 333-61507 |
Filed 8/14/98 | |
| 333-65813 |
Filed 10/16/98; Amended 12/23/98 | |
| 333-69027 |
Filed 12/16/98; Amended 1/19/99 | |
| 333-75389 |
Filed 3/31/99 | |
| 333-79461 |
Filed 5/27/99 | |
| 333-83873 |
Filed 7/27/99 | |
| 333-89793 |
Filed 10/27/99 | |
| 333-94499 |
Filed 1/12/00; Amended 2/10/00; Amended 2/18/00 | |
| 333-38694 |
Filed 6/6/00; Amended 6/19/00; Amended 6/27/00 | |
| 333-40998 |
Filed 7/7/00; Amended 7/31/00 | |
| 333-47814 |
Filed 10/12/00 | |
| 333-53378 |
Filed 1/8/01 | |
| 333-60782 |
Filed 5/11/01; Amended 6/6/01 |