Post-Effective Amendment No. 1 to Form S-3

As filed with the Securities and Exchange Commission on June 20, 2003

Registration No. 333-17143


 

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   (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)

 

John 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

Ryan R. Montecucco

Preston Gates & Ellis LLP

925 Fourth Avenue, Suite 2900

Seattle, Washington 98104-1158

(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 December 2, 1996, Microsoft Corporation (“Microsoft”) filed a Registration Statement on Form S-3, SEC 1933 Act Number 333-17143 (the “Registration Statement”), which was subsequently amended on December 13, 1996 and December 16, 1996, to cover $862,500,0001 of Microsoft’s 2¾% Convertible Exchangeable Principal-Protected Series A Preferred Shares (the “Series A Shares”).2

 

The Registration Statement was filed in order to register the Series A Shares, which were exchangeable, in certain defined circumstances, into convertible notes and/or shares of Microsoft Common Stock.

 

As all Series A Shares were converted to Microsoft Common Stock on December 15, 1999, Microsoft hereby de-registers all of its Series A Shares registered pursuant to the Registration Statement.

 


1 Represents approximately 10,798,122 Series A Shares at a price, determined on December 18, 1996, to be $79.875.

2 Microsoft later filed amendments to the Registration Statement pursuant to Rule 462(b) covering an additional 1,564,946 Series A Shares (SEC Numbers 333-18055 and 333-18195).


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 June 20, 2003.

 

MICROSOFT CORPORATION

By:

 

/s/    KEITH R. DOLLIVER        


   

Keith R. Dolliver

Associate General Counsel

 

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.


EXHIBIT INDEX

 

24.   Consent Resolution of Board of Directors and Power of Attorney
Consent Resolution of Board of Directors and 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