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Technology Stocks : 3Com Corporation (COMS) -- Ignore unavailable to you. Want to Upgrade?

To: Danny who wrote (39083)	2/9/2000 5:03:00 PM
From: Ditchdigger	Respond to of 45548

s1/a update biz.yahoo.com (audio) Filing text 10kwizard.com "SHARES ELIGIBLE FOR FUTURE SALE All of the shares of our common stock sold in this offering will be freelytradable without restriction under the Securities Act, except for any shareswhich be may acquired by an affiliate of Palm, as that term is defined in Rule144 under the Securities Act. Persons who may be deemed to be affiliatesgenerally include individuals or entities that control, are controlled by, orare under common control with, Palm and may include directors and officers ofPalm as well as significant stockholders of Palm, if any. 3Com currently plans to complete its divestiture of Palm approximately sixmonths following this offering by distributing all of the shares of Palm commonstock owned by 3Com to the holders of 3Com's common stock. Shares of our commonstock distributed to 3Com stockholders in the distribution generally will befreely transferable, except for shares of common stock received by persons whomay be deemed to be affiliates. Persons who are affiliates will be permitted tosell the shares of common stock that are issued in this offering or that theyreceive in the distribution only through registration under the Securities Act,or under an exemption from registration, such as the one provided by Rule 144. The shares of our common stock held by 3Com before distribution and theshares of our common stock purchased in the America Online, Motorola and Nokiaprivate placements are deemed "restricted securities" as defined in Rule 144,and may not be sold other than through registration under the Securities Act orunder an exemption from registration, such as the one provided by Rule 144.3Com, our directors and officers and we have agreed not to offer or sell anyshares of our common stock, subject to exceptions, for a period of 180 daysafter the date of this prospectus, without the prior written consent of theunderwriters. America Online, Motorola and Nokia have agreed with Palm not todispose of or hedge any of their common stock during the period from the dateof this prospectus continuing through the date 180 days after the date of thisprospectus. We will grant shares of our common stock pursuant to the 1999 Stock Plansubject to restrictions. See "Management--Incentive Plans--1999 Stock Plan." Wecurrently expect to file a registration statement under the Securities Act toregister shares reserved for issuance under the 1999 Stock Plan and 1999Employee Stock Purchase Plan. Shares issued pursuant to awards after theeffective date of the registration statement, other than shares issued toaffiliates, generally will be freely tradable without further registrationunder the Securities Act. Shares issued pursuant to any vested and exercisableoptions of 3Com converted into our options will also be freely tradable withoutregistration under the Securities Act after the effective date of theregistration statement. See "Management--Treatment of 3Com Options."