Post-Effective Amendment No. 1 to Form S-8

As filed with the Securities and Exchange Commission on January 6, 2004

Registration No. 333-52852


 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

POST EFFECTIVE AMENDMENT NO. 1

TO

FORM S-8

 

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

(Address of Principal Executive Offices, including zip code)

 

 

Microsoft Corporation 2001 Stock Plan

(Full title of the plan)

 

 

John Seethoff

Deputy General Counsel, Finance and Operations

One Microsoft Way

Redmond, Washington 98052-6399

(425) 882-8080

(Name, address and telephone number, including area code, of agent for service)

 

 

Copies of all communications to:

 

 

Richard B. Dodd

Matthew S. Topham

Preston Gates & Ellis LLP

925 Fourth Avenue, Suite 2900

Seattle, WA 98104

(206) 623-7580

 



EXPLANATORY NOTE

 

Microsoft Corporation (“Microsoft”), is filing this post-effective amendment to deregister 26,802,083 shares of Microsoft common stock that were registered under the Registration Statement on Form S-8 filed on December 28, 2000 (File No. 333-52852) for issuance pursuant to the Microsoft Corporation 2001 Stock Plan, as amended (the “2001 Stock Plan”).

 

On December 11, 2003, 26,802,083 options to purchase shares of common stock that were originally granted pursuant to the 2001 Stock Plan were transferred to JP Morgan Chase Bank in connection with an option transfer program. Pursuant to the terms of the 2001 Stock Plan, the transferred options must be removed from the 2001 Stock Plan and the shares subject to such options will not be available for regrant under the 2001 Stock Plan regardless of whether the transferred options are exercised or expire without exercise.

 

Item 8. Exhibits.

 

24   

Power of Attorney

 


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-8 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 this 5th day of January, 2004.

 

MICROSOFT CORPORATION

By:

 

/s/ John G. Connors


    John G. Connors
    Senior Vice President, Chief Financial
   

Officer (Principal Financial and

Accounting Officer)

 


Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 5, 2004.

 

Signature


           

Title


*


William H. Gates III

           

Chairman, Chief Software

Architect, Director

*


Steven A. Ballmer

           

Chief Executive Officer, Director

(Principal Executive Officer)

*


James I. Cash, Jr., Ph.D.

           

 

Director

*


Raymond V. Gilmartin

           

 

Director

*


Ann McLaughlin Korologos

           

 

Director

*


David F. Marquardt

           

 

Director

*


Charles H. Noski

           

 

Director

*


Helmut Panke

           

 

Director

*


W. G. Reed, Jr.

           

 

Director

*


Jon A. Shirley

           

 

Director

*


John G. Connors

           

 

Senior Vice President, Chief Financial Officer

(Principal Financial and Accounting Officer)

 
*By:   /s/ John A. Seethoff     
 
    John A. Seethoff

Attorney-In-Fact pursuant to

a Power of Attorney attached

as an exhibit hereto

Power of Attorney

EXHIBIT 24

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby authorizes and appoints John G. Connors, 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-8 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.

 

This Power of Attorney has been signed by the following persons in the capacities and on the dates indicated.

 

Signature


  

Title


 

Date


/s/ William H. Gates III


William H. Gates III

  

Chairman, Chief Software

Architect, Director

  December 11, 2003

/s/ Steven A. Ballmer


Steven A. Ballmer

  

Chief Executive Officer, Director

(Principal Executive Officer)

  December 11, 2003

/s/ James I. Cash, Jr. Ph.D.


James I. Cash, Jr., Ph.D.

  

Director

  December 11, 2003

/s/ Raymond V. Gilmartin


Raymond V. Gilmartin

  

Director

  December 11, 2003

/s/ Ann McLaughlin Korologos


Ann McLaughlin Korologos

  

Director

  December 11, 2003

/s/ David F. Marquardt


David F. Marquardt

  

Director

  December 11, 2003

/s/ Charles H. Noski


Charles H. Noski

  

Director

  December 11, 2003


Signature


  

Title


 

Date


/s/ Helmut Panke


Helmut Panke

  

Director

  December 18, 2003

/s/ W.G. Reed, Jr.


W.G. Reed, Jr.

  

Director

  December 11, 2003

/s/ Jon A. Shirley


Jon A. Shirley

  

Director

  December 11, 2003

/s/ John G. Connors


John G. Connors

  

Senior Vice President, Chief Financial Officer

(Principal Financial and Accounting Officer)

  December 11, 2003


Schedule A – List of S-8 Registration Statements

 

SEC File Number


  

Dates Filed and Amended


33-44302

   Filed 11/27/91

33-51583

   Filed 12/20/93; Amended 12/28/00

333-06298

   Filed 11/22/96

333-52852

   Filed 12/28/00