I finally found the S1. It helped to look under PALM instead of 3COM.
Just for the record, and to aid my memory, I copied the following pieces from the S1, dated 01/20/00, which gives some info on the number of PALM shares:
We are currently a wholly-owned subsidiary of 3Com Corporation. After the
completion of this offering and the private placements, 3Com will own
approximately 93.3% of the outstanding shares of our common stock, or
approximately 92.8% if the underwriters fully exercise their option to purchase
additional shares. 3Com currently plans to complete its divestiture of Palm
approximately six months following this offering by distributing all of the
shares of Palm common stock owned by 3Com to the holders of 3Com's common
stock. However, 3Com is not obligated to complete the distribution, and the
distribution may not occur by the anticipated time or at all.
3Com will, in its sole discretion, determine the timing, structure and all
terms of its distribution of our common stock that it owns. 3Com's distribution
is subject to receiving a private letter ruling from the Internal Revenue
Service that the distribution of its shares of Palm common stock to 3Com
stockholders will be tax-free to the stockholders and that our separation from
3Com qualifies as a reorganization for United States federal income tax
purposes.
..........
THE OFFERING
<TABLE>
<S> <C>
Common stock offered....................... 23,000,000 shares
Common stock to be outstanding immediately
after this offering and the private
placements................................ 570,000,000 shares
Common stock to be held by 3Com immediately
after this offering and the private
placements................................ 532,000,000 shares
.............
This information is based on 532,000,000 shares outstanding immediately prior
to this offering and the private placements, all of which are owned by 3Com.
Unless we specifically state otherwise, the information in this prospectus does
not take into account the issuance of up to 3,450,000 shares of common stock
that the underwriters have the option to purchase. If the underwriters exercise
in full their option to purchase additional shares, 573,450,000 shares of
common stock will be outstanding after this offering and the private
placements.
The number of shares of our common stock to be outstanding immediately after
this offering listed above does not take into account approximately 25,500,000
shares of our common stock reserved for issuance under our stock plans, of
which no options to purchase shares have been granted as of January 27, 2000,
but does include an aggregate of 15,000,000 shares to be issued to America
Online, Motorola and Nokia in private placements concurrently with the closing
of this offering. In addition, we will assume substantially all of the 3Com
options held by our employees on the date 3Com distributes our common stock,
which options will convert into options to purchase our common stock.
I'm assuming that the shares reserved to cover employee options comes out of the 532 million shares. Does anyone know if that is right? If it is, it looks like the number of shares to be distributed to COMS shareholders will be:
532,000,000, minus
25,500,000 (approx), minus
x number of PALM shares for COMS options.
This could get us closer to the rough number of an 80% distribution. 80% of 573,450,000 is 458,760,000. I have not looked into the number of COMS shares 3COM reserves for its employees' options, and I have no idea of how many of them would apply to PALM (depends on which employees, how many options, etc.); in other words I'm over my head.
Thoughts?
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