Per my conversation with Glenn Zagoren on Friday, we spoke about the initial value of shares (the "par" value) established during the Incorporation of the company.
We spoke about this issue in the context of the business world. From my own experience Incorporating, I like Zagoren saw that their was no big deal in the amount or cost of "par" shares issued to Jean Pierre Collardeau.
As part of our conversation, Zagoren said look at Microsoft. Look at Bill Gates. Zagoren asked what did Gates pay for his shares?
Well, I looked at Gates and Microsoft. Below is an example of what I found. Here is a recent transaction by a registered shareholder of MSFT (maybe Gates, maybe not). Please note the initial or "par" value of Microsoft shares was $.000025. Now think about how and why Gates is a billionaire and owns 20% of the shares in Microsoft. Plus remember neither MS-DOS or the GUI interface were his ideas. He took these ideas and re-worked them, and then marketed the hell out of them to give them their current position. He did this even though, many including myself, think his OS and browser are second rate.
No one can anticipate the value of a company when the par value is established. So to make an issue of the number or value of par issues is just plain hysteria.
Recently a registered shareholder
of Microsoft sold shares to purchase another company.
In order to sell the shares, the share holder had to file
a "FORM S-3". As documented in the excerpts taken from the form,
this shareholder sold a specified number of shares (352,097),
that were initially received at a "par" value of $.000025,
at a maximum price of $84.oo for a profit of $29,576,148.00
Form S-3 Registration statement for
certain issuers offered
pursuant to certain types
of transactions
SECURITIES AND EXCHANGE COMMISSION
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MICROSOFT CORPORATION
Microsoft Corporation
One Microsoft Way
Redmond, WA 98052
Re: Registration Statement on Form S-3
----------------------------------
Ladies and Gentlemen:
In connection with the registration of 352,097 shares of common stock, par value $.000025 per share (the "Common 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 Common Shares by 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 Common 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 LLP
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
Title of each class of securities to be registered: Common Shares par value $.000025
Amount to be registered : 352,097 shares
Proposed maximum offering price per share* : $84.00
Proposed maximum aggregate offering price*: $29,576,148
Amount of registration fee* : $8,725
*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 May 8, 1998, as reported on the Nasdaq Stock Market.
Forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Act of 1995. Investors are cautioned that such forward-looking statements involve risk and uncertainties, including, but not limited to, dependence on the PC and consumer electronics, and Internet technologies and on new services based on new technologies; reliability; competition and pricing pressures; and other risks
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