As filed with the Securities and Exchange Commission on July 31, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Microsoft
Corporation
(Exact Name of Registrant as Specified in Its Charter)
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Washington
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91-1144442
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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One Microsoft Way
Redmond, Washington 98052-6399
(425) 882-8080
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants
Principal Executive Offices)
Keith R. Dolliver, Esq.
Deputy General Counsel, Corporate, External, and Legal Affairs, and Assistant Secretary
Microsoft Corporation
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)
Copy to:
M. Christopher Hall
Allison C. Handy
Perkins Coie LLP
1201 Third Avenue
Suite 4900
Seattle, WA 98101
Tel: (206) 359-8000
Approximate date of commencement of proposed sale to the public: From time to time after
the effective date of this registration statement.
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, 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. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon
filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities
or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting
company and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities To Be Registered
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Amount
To Be
Registered
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Proposed
Maximum
Offering Price
Per Security(1)
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Proposed
Maximum
Aggregate
Offering
Price(1)
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Amount of
Registration Fee
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Common Stock, par value $0.00000625 per share
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1,272,024 shares
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$200.19
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$254,646,484.56
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$33,053.11
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(1)
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Estimated in accordance with Rule 457(c) solely for purposes of calculating the registration fee on the basis of the
average of the high and low prices of the Registrants Common Stock as reported on The Nasdaq Global Select Market on July 24, 2020.
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