1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------------------------- REGISTRATION STATEMENT ON FORM S-3 Under THE SECURITIES ACT OF 1933 COMMISSION FILE NO. 0-14278 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 (206) 882-8080 (Address, including zip code, and telephone number including area code, of registrant's principal executive office) ---------------------------------------- Robert A. Eshelman Associate General Counsel One Microsoft Way Redmond, Washington 98052-6399 (206) 882-8080 (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------------------------------------- Copies of all communications to: Richard B. Dodd Christopher H. Cunningham Preston Gates & Ellis 5000 Columbia Center 701 Fifth Avenue Seattle, Washington 98104-7078 ---------------------------------------- 2 Approximate date of commencement of proposed sale to the public: At such time or times after the effective date of this Registration Statement as the Selling Shareholder shall determine. 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: [X] 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. CALCULATION OF REGISTRATION FEE *Estimated pursuant to Rule 457(c) solely for purposes of calculating amount of registration fee, based upon the average of the high and low prices reported on September 17, 1996, as reported on the Nasdaq Stock Market. **Pursuant to Rule 111, the minimum filing fee of $100 is being paid in connection with the filing of this registration statement. The Index to Exhibits is located at Page II-4. i
Proposed Title of each maximum Proposed class of offering maximum Amount of securities to Amount to be price per aggregate registration be registered registered* share* offering price* fee** ------------- ------------ --------- --------------- ------------ Common shares 345 shares $133.44 $46,036.80 $100.00 par value ---------- ------- ---------- ------- $.00005 3 TABLE OF CONTENTS ii
PAGE AVAILABLE INFORMATION................................................. 2 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE..................... 2 THE COMPANY........................................................... 3 SELLING SHAREHOLDERS.................................................. 3 LEGAL MATTERS......................................................... 3 EXPERTS............................................................... 4 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES............................................ 4 INFORMATION NOT REQUIRED IN PROSPECTUS................................ II-1 SIGNATURES............................................................ II-3 INDEX TO EXHIBITS..................................................... II-4 4 PROSPECTUS MICROSOFT CORPORATION 345 Common Shares Par Value of $.00005 Per Share ---------------------------------------- This Prospectus relates to up to 345 shares of common stock (the "Shares") of Microsoft Corporation, a Washington corporation ("Microsoft"), which may be offered from time to time by the selling shareholders named herein (the "Selling Shareholders"). Microsoft will not receive any of the proceeds from the sale of the Shares. Microsoft will bear the costs relating to the registration of the Shares estimated to be approximately $5,100. The Shares are registered as a result of the merger (the "Merger") of Microsoft with eShop Inc., a California corporation ("eShop"). Pursuant to the Merger, Microsoft agreed to register the Shares received by each Selling Shareholder in connection with the Merger. In an agreement related to the Merger, each Selling Shareholder entered into an investment agreement with Microsoft (the "Investment Agreement"). The Investment Agreement limits the amount of Shares the Selling Shareholder may sell until July 15, 1997. Microsoft has been advised by each Selling Shareholder that, subject to the terms of the Investment Agreement, the Selling Shareholder expects to offer his, her, or its Shares to or through brokers and dealers and underwriters to be selected by the Selling Shareholder from time to time. In addition, the Shares may be offered for sale through the Nasdaq Stock Market, in the over-the-counter market, through a market maker, in one or more private transactions, or a combination of such methods of sale, at prices and on terms then prevailing, at prices related to such prices, or at negotiated prices. Each Selling Shareholder may pledge all or a portion of the Shares owned by him or her as collateral in loan transactions. Upon default by such a Selling Shareholder the pledgee in such loan transaction would have the same rights of sale as the Selling Shareholder under this Prospectus. The Selling Shareholder also may enter into exchange traded listed option transactions which require the delivery of the Shares listed hereunder. Subject to the terms of the Investment Agreement, each Selling Shareholder may also transfer Shares owned by him, her, or it in other ways not involving market makers or established trading markets, including directly by gift, distribution, or other transfer without consideration, and upon any such transfer the transferee would have the same rights of sale as such Selling Shareholder under this Prospectus. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 of the Securities Act of 1933, as amended (the "1933 Act"), may be sold under Rule 144 rather than pursuant to this Prospectus. Finally, each Selling Shareholder and any brokers and dealers through whom sales of the Shares are made may be deemed to be "underwriters" within the meaning of the 1933 Act, and the commissions or discounts and other compensation paid to such persons may be regarded as underwriters' compensation. The Shares are traded on the Nasdaq Stock Market. The average of the high and low prices of the Shares as reported on the Nasdaq Stock Market on September 17, 1996 was $133.44 per Share. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ---------------------------------------- The date of this Prospectus is September __, 1996. All of the securities to be registered hereby are to be offered for the account of security holders. 5 AVAILABLE INFORMATION Microsoft is subject to the informational requirements of the Securities Exchange Act of 1934 and files reports and other information with the Securities and Exchange Commission (the "Commission") in accordance therewith. Such reports, proxy statements, and other information filed by Microsoft are available for inspection and copying at the public reference facilities of the Commission at Room 1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and at the Commission's Regional Offices located at Room 1028, Jacob K. Javits Federal Building, 26 Federal Plaza, New York, New York 10278 and Room 3190, Kluczynski Federal Building, 230 South Dearborn Street, Chicago, Illinois 60604. Copies of such material may be obtained by mail from the Public Reference Section of the Commission at 450 Fifth St., N.W., Judiciary Plaza, Washington, D.C. 20549, at prescribed rates. Microsoft's Shares are listed on the Nasdaq Stock Market. In addition to the addresses listed above, reports, proxy statements, and other information concerning Microsoft can be inspected at the offices of the Nasdaq Stock Market. ---------------------------------------- INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The following documents filed by Microsoft with the Commission are incorporated by reference in this Prospectus: 1. Microsoft's Annual Report on Form 10-K for the year ended June 30, 1995. 2. Microsoft's Proxy Statement dated September 25, 1995. 3. Microsoft's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995. 4. Microsoft's Quarterly Report on Form 10-Q for the quarter ended December 31, 1995. 5. Microsoft's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996. 6. The description of the Common Stock of Microsoft which is contained in the registration statement of Microsoft filed on Form S-4, dated February 17, 1995. All documents filed by Microsoft pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering of the Shares offered hereby shall be deemed to be incorporated by reference into this Prospectus and to be a part hereof. Microsoft hereby undertakes to provide without charge to each person to whom this Prospectus has been delivered, upon the written or oral request of any such person, a copy of any and all of the foregoing documents incorporated herein by reference (other than exhibits to such documents which are not specifically incorporated by reference into the information that this Prospectus incorporates). Written or telephone requests should be directed to Investor Relations Department, Microsoft Corporation, One Microsoft Way, Redmond, Washington 98052-6399, telephone number (206) 882-8080. No dealer, salesman, or any other person has been authorized to give any information or to make any representation not contained in this Prospectus, and, if given or made, such information and representation must not be relied upon as having been authorized by Microsoft. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby in any state to any person to whom it is unlawful to make such offer in such state. Neither the delivery of this Prospectus nor any sales made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of Microsoft since the date hereof. ---------------------------------------- 6 This Prospectus constitutes a part of a Registration Statement which Microsoft has filed with the Commission under the 1933 Act, with respect to the Shares. This Prospectus omits certain of the information contained in the Registration Statement, and reference is hereby made to the Registration Statement and related Exhibits thereto for further information with respect to Microsoft and the securities offered hereby. Such additional information can be obtained from the Commission's office in Washington, D.C. Any statements contained herein concerning the provisions of any documents are not necessarily complete, and, in each instance, reference is made to the copy of such document filed as an exhibit to the Registration Statement or otherwise filed with the Commission. Each such statement is qualified in its entirety by such reference. THE COMPANY Microsoft Corporation, a Washington corporation, has its principal executive offices at One Microsoft Way, Redmond, Washington 98052-6399, telephone number (206) 882-8080. Microsoft was founded as a partnership in 1975 and was incorporated in 1981. Microsoft develops, manufactures, licenses, sells, and supports a wide range of software products, including operating system platforms for personal computers (PCs), workstations, and servers; business and consumer applications for productivity, reference, education, and entertainment; and development tools. In addition, Microsoft offers software products for browsing the internet and private intranets. Microsoft also offers an online service, sells personal computer books and input devices, and is engaged in the research and potential development of advanced technology software products. Microsoft's products are available for 16-bit and 32-bit microcomputers, including AST Research, Acer, Apple, Digital Equipment Corporation, Dell, Compaq, Gateway 2000, Hewlett-Packard, International Business Machines (IBM), NEC, Olivetti, Packard Bell, and Toshiba. Microsoft develops most of its software products internally using proprietary development tools and methodology. Microsoft markets and distributes its products domestically and internationally through the original equipment manufacturer ("OEM") channel and through the finished goods channels primarily by means of independent distributors and resellers. SELLING SHAREHOLDERS All of the Shares described in this Prospectus will be owned immediately after registration by the individuals listed below. All of the shares offered below were acquired in connection with the Merger. The Selling Shareholders have no material relationship with Microsoft. (1) None of the Selling Shareholders held any office with Microsoft during the last three years. (2) All amounts are less than 1% of the issued and outstanding shares of common stock of Microsoft. -------------------------------- LEGAL MATTERS The validity of the Shares offered hereby will be passed upon for Microsoft by Preston Gates & Ellis, 5000 Columbia Center, 701 Fifth Avenue, Seattle, Washington 98104. Attorneys who are partners or employed by Preston Gates & Ellis who have provided advice with respect to the Merger in the aggregate own less than 50,000 Shares.
Microsoft Number of Number of Shares Shares Shares Owned Name of Owned Prior to Offered After the Selling Shareholders (1) Offering(2) Hereby Offering - ------------------------ -------------- --------- ------------ Daniel Fitting 0 164 164 Ewout Walraven 0 181 181 -- ---- ---- Totals 0 345 345 7 EXPERTS The consolidated financial statements of Microsoft as of June 30, 1995, and 1994 and for each of the three years in the period ended June 30, 1995, 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. DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES Article XII of Microsoft's Restated Articles of Incorporation authorizes Microsoft to indemnify any present or former director, officer, employee, or agent of Microsoft, or a person serving in a similar post in another organization at the request of Microsoft, against expenses, judgments, fines, and amounts paid in settlement incurred by him in connection with any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, to the fullest extent not prohibited by the Washington Business Corporation Act, public policy or other applicable law. Chapter 23B.08.510 and .570 of the Washington Business Corporation Act authorizes a corporation to indemnify its directors, officers, employees, or agents in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including provisions permitting advances for expenses incurred) arising under the 1933 Act. Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers, or persons controlling the registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. 8 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. The expenses relating to the registration of Shares will be borne by the registrant. Such expenses are estimated to be as follows: Item 15. Indemnification of Directors and Officers. Article XII of the Restated Articles of Incorporation of Microsoft authorizes Microsoft to indemnify any present or former director or officer to the fullest extent not prohibited by the Washington Business Corporation Act, public policy or other applicable law. Chapter 23B.8.510 and .570 of the Washington Business Corporation Act authorizes a corporation to indemnify its directors, officers, employees, or agents in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including provisions permitting advances for expenses incurred) arising under the 1933 Act. The directors and officers of Microsoft are entitled to indemnification by the Selling Shareholders against any cause of action, loss, claim, damage, or liability to the extent it arises out of or is based upon the failure of the Selling Shareholder (or his donees, legatees, or pledgees) and each underwriter to comply with the Prospectus delivery requirements under the federal securities laws or any applicable state securities laws or upon any untrue statement or alleged untrue statement or omission or alleged omission made in this Registration Statement and the Prospectus contained herein, as the same shall be amended or supplemented, made in reliance upon or in conformity with written information furnished to Microsoft by such Selling Shareholder or such underwriter. Item 16. List of Exhibits. The Exhibits to this registration statement are listed in the Index to Exhibits on page II-4. Item 17. Undertakings. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent II-1
Registration Fee-- Securities and Exchange Commission $100 Accountant's Fees $1,000 Legal Fees $3,000 Miscellaneous $1,000 Total $5,100 9 no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; 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 Securities Exchange Act of 1934, as amended (the "Exchange Act") that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) For purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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. [Remainder of Page Intentionally Omitted] II-2 10 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 September 17, 1996. MICROSOFT CORPORATION /S/ William H. Gates -------------------------------------- William H. Gates III -------------------------------------- Chairman and Chief Executive Officer -------------------------------------- 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. 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. Dated /s/ Michael W. Brown Vice President, Finance; September 17, 1996 - ------------------------ Chief Financial Officer Michael W. Brown (Principal Financial and Accounting Officer) /s/ William H. Gates III ________________________ Chairman, Chief Executive September 19, 1996 William H. Gates III Officer, Director (Principal Executive Officer) /s/ Paul G. Allen Director September 16, 1996 - ------------------------ Paul G. Allen /s/ Richard A. Hackborn Director September 17, 1996 - ------------------------ Richard A. Hackborn /s/ David F. Marquardt Director September 16, 1996 - ------------------------ David F. Marquardt /s/ Robert D. O'Brien Director September 6, 1996 - ------------------------ Robert D. O'Brien /s/ William G. Reed, Jr. Director September 16, 1996 - ------------------------ William G. Reed, Jr. /s/ Jon A. Shirley Director September 16, 1996 - ------------------------ Jon A. Shirley /s/ Jill E. Barad Director September 16, 1996 - ------------------------ Jill E. Barad II-3 11 INDEX TO EXHIBITS Exhibit No. Description Page or Footnote - ----------- ----------- ---------------- 3.1 Restated Articles of Incorporation See footnote (1) 3.2 Bylaws See footnote (1) 5 Opinion of Counsel re: legality See attached. 13 1995 Annual Report to Shareholders See footnote (1) 23.1 Consent of Deloitte & Touche LLP See attached. as Independent Accountants 23.2 Consent of Preston Gates & Ellis See footnote (2) 24 Power of Attorney See page II-3 - -------- (1) Incorporated by reference to Microsoft's Form 10-K for the fiscal year ended June 30, 1995. (2) Contained within Exhibit 5. II-4
1 Exhibit 5 OPINION OF PRESTON GATES & ELLIS September 20, 1996 Microsoft Corporation One Microsoft Way Redmond, WA 98052 Re: Registration Statement on Form S-3 Gentlemen: In connection with the registration of 345 shares of common stock, par value $.00005 per share (the "Shares") of Microsoft Corporation (the "Company") with the Securities and Exchange Commission on a Registration Statement on Form S-3 (the "Registration Statement"), relating to the sales, if any, of the Shares by the selling shareholders, (the "Selling Shareholders"), we have examined such documents, records and matters of law as we have considered relevant. Based upon such examination and upon our familiarity as counsel for the Company with its general affairs, it is our opinion that: The Shares being registered are legally issued, fully paid, and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, PRESTON GATES & ELLIS By /S/ Richard B. Dodd Richard B. Dodd
1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Microsoft Corporation on Form S-3 of our report dated July 17, 1995 (August 21, 1995 as to Contingencies Note), included in the Annual Report on Form 10-K of Microsoft Corporation for the year ended June 30, 1995, and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement. Deloitte & Touche LLP Seattle, Washington September 13, 1996