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- Alternative Formats (Word, et al.)
- Abstentions and broker nonvotes
- Accountants
- Accounting treatment of the merger
- Additional amendments
- Amendment to merger agreement
- Article Ii Effect of the Merger on the Capital Stock of the Constituent Corporations, Exchange of Certificates
- Article Iii Representations and Warranties
- Article I the Merger
- Article Iv Covenants of Company
- Article Ix General Provisions
- Article V Covenants of Microsoft
- Article Vi Additional Agreements
- Article Vii Conditions Precedent
- Article Viii Termination, Amendment and Waiver
- Background of the merger
- Companies, The
- Comparative Stock Price and Dividend Information
- Comparison of Rights of Holders of Visio Common Stock and Microsoft Common Stock
- Conditions to completion of the merger
- Conduct of business before closing of the merger
- Date, time, place and purpose of Visio's special meeting
- Dissenters' rights
- Documents incorporated by reference into this proxy statement/prospectus
- Exchange of Visio stock certificates for Microsoft stock certificates
- Exclusivity
- Expenses of proxy solicitation
- Experts
- Extension; waiver
- How to revoke your proxy
- Interests of Visio's directors and executive officers in the merger
- Legal Matters
- Listing of Microsoft common stock; delisting and deregistration of Visio common stock
- Material United States federal income tax consequences of the merger
- Merger Agreement, The
- Merger consideration; conversion of Visio common stock
- Merger, The
- Microsoft Corporation
- Microsoft's reasons for the merger
- Operations after the merger
- Opinion of Visio's financial advisor
- Proxy Statement/Prospectus
- Questions and Answers About the Microsoft/Visio Merger
- Quorum; vote required
- Recommendation of Visio's board of directors
- Record date; outstanding shares; shares entitled to vote
- Regulatory filings and approvals required to complete the merger
- Related Agreements
- Representations and warranties
- Restrictions on sales by affiliates of Visio and Microsoft
- Rights of dissenting Visio shareholders
- Risk Factors
- Selected financial data of Microsoft and Visio
- Shareholder Proposals
- Share ownership of management
- Share Ownership of Principal Shareholders, Management and Directors of Visio
- Statements Regarding Forward-Looking Information
- Stock Option Agreement
- Structure of the merger; completion and effectiveness of the merger
- Summary of the Transaction
- Summary of This Proxy Statement/Prospectus
- Termination fee
- Termination of the merger agreement
- The Companies
- The Merger
- The Merger Agreement
- The Visio Special Meeting
- The Visio stock option agreement
- Treatment of options and employee stock purchase and benefit plans
- Visio Common Stock
- Visio Corporation
- Visio management voting agreements
- Visio Special Meeting, The
- Visio's reasons for the merger
- Visio stock option agreement, The
- Voting electronically via Internet or telephone
- Voting of proxies
- Where you can find more information
- 1.1 Effective Time of the Merger
- 1.2 Closing
- 1.3 Effects of the Merger
- 1.4 Tax-Free Reorganization
- 1.5 Accounting Treatment
- 2.1.1 Capital Stock of Sub
- 2.1.2 Cancellation of Company Common Stock
- 2.1.3 Conversion of Company Common Stock
- 2.1.4 Adjustments of Exchange Ratio
- 2.1.5 Dissenters' Rights
- 2.1.6 Fractional Shares
- 2.1 Effect on Capital Stock
- 2.2.1 Exchange Agent
- 2.2.2 Microsoft to Provide Common Stock and Cash
- 2.2.3 Exchange Procedures
- 2.2.4 No Further Ownership Rights in Company Common Stock
- 2.2.5 Return to Microsoft
- 2.2 Exchange of Certificates
- 2.3.1 Assumption by Microsoft
- 2.3.2 Registration
- 2.3.3 Notice; Reservation of Shares
- 2.3 Company Options
- 2.4 Employee Stock Purchase Plan
- 3.1.10 No Violations
- 3.1.11 Certain Agreements
- 3.1.12 Employee Benefit Plans
- 3.1.13 Major Contracts
- 3.1.14 Taxes
- 3.1.15 Interests of Officers
- 3.1.16 Technology and Intellectual Property Rights
- 3.1.17 Opinion of Financial Advisor
- 3.1.18 Vote Required
- 3.1.19 Accounting Matters
- 3.1.1 Organization, Standing and Power
- 3.1.20 Brokers and Finders
- 3.1.21 Change of Control
- 3.1.22 Leases in Effect
- 3.1.23 Environmental
- 3.1.24 Certain Payments
- 3.1.25 Reliance
- 3.1.2 Capital Structure
- 3.1.3 Authority
- 3.1.4 SEC Documents and Financial Statements
- 3.1.5 Information Supplied
- 3.1.6 No Defaults
- 3.1.7 Litigation
- 3.1.8 No Material Adverse Change
- 3.1.9 Absence of Undisclosed Liabilities
- 3.1 Representations and Warranties of Company
- 3.2.10 Accounting Matters
- 3.2.11 Brokers and Finders
- 3.2.12 Interim Operation of Sub
- 3.2.13 Reliance
- 3.2.1 Organization; Standing and Power
- 3.2.2 Capital Structure
- 3.2.3 Authority
- 3.2.4 SEC Documents and Financial Statements
- 3.2.5 Information Supplied
- 3.2.6 No Defaults
- 3.2.7 Absence of Certain Changes or Events
- 3.2.8 Absence of Undisclosed Liabilities
- 3.2.9 No Vote Required
- 3.2 Representations and Warranties of Microsoft and Sub
- 4.10 Tax Returns
- 4.1.10 Claims
- 4.1.11 Agreement
- 4.1.1 Ordinary Course
- 4.11 Representations of Shareholders
- 4.12.1 Service Credit
- 4.12.2 Section 16 Approval
- 4.12.3 Retention Plans and Related Matters
- 4.1.2 Dividends: Changes in Stock
- 4.12 Employee Benefits Matters
- 4.1.3 Issuance of Securities
- 4.1.4 Governing Documents
- 4.1.5 Exclusivity; Acquisition Proposals
- 4.1.6 No Acquisitions
- 4.1.7 No Dispositions
- 4.1.8 Indebtedness
- 4.1.9 Plans
- 4.1 Conduct of Business
- 4.2 Breach of Representations and Warranties
- 4.3 Pooling
- 4.4 Consents
- 4.5 Commercially Reasonable Best Efforts
- 4.6 Information for Prospectus/Proxy Statement
- 4.7 Company Plans
- 4.8 Employee Transition Committee
- 4.9 Shareholder Approval
- 5.10 Retention Plans
- 5.1 Representations and Warranties
- 5.2 Conduct of Business by Microsoft Pending the Merger
- 5.3 Consents
- 5.4 Commercially Reasonable Best Efforts
- 5.5 Agreements of Microsoft Affiliates
- 5.6 Representations of Shareholders
- 5.7 Tax Free Reorganization
- 5.8 Nasdaq Listing
- 5.9 Employee Transition Committee
- 6.10 Stock Option Agreement
- 6.11 Additional Agreements
- 6.12 Public Announcements
- 6.13 State Takeover Laws
- 6.14 Publication of Operating Results
- 6.1 Preparation of S-4
- 6.2 Intentionally deleted
- 6.3 Intentionally deleted
- 6.4 Access to Information
- 6.5 Legal Conditions to the Merger
- 6.6 Affiliates
- 6.7.1 Filings and Cooperation
- 6.7.2 Objections
- 6.7 HSR Act Filings
- 6.8 Officers and Directors
- 6.9 Expenses
- 7.1.1 Shareholder Approval
- 7.1.2 Consents
- 7.1.3 S-4
- 7.1.4 No Restraints
- 7.1.5 Tax-Free Reorganization
- 7.1.6 No Burdensome Condition
- 7.1 Conditions to Each Party's Obligation to Effect the Merger
- 7.2.1 Representations and Warranties of Company
- 7.2.2 Performance of Obligations of Company
- 7.2.3 Affiliates
- 7.2.4 Pooling of Interests; Comfort Letters
- 7.2.5 Opinion of Company's Counsel
- 7.2 Conditions of Obligations of Microsoft and Sub
- 7.3.1 Representations and Warranties of Microsoft and Sub
- 7.3.2 Performance of Obligations of Microsoft and Sub
- 7.3.3 Opinion of Microsoft Counsel
- 7.3 Conditions of Obligation of Company
- 8.1 Termination
- 8.2 Effect of Termination
- 8.3 Break-up Fee
- 8.4 Amendment
- 8.5 Extension, Waiver
- 9.1 Nonsurvival of Representations, Warranties and Agreements
- 9.2 Notices
- 9.3 Interpretation
- 9.4 Counterparts
- 9.5 Miscellaneous
- 9.6 No Joint Venture
- 9.7 Governing Law
- 9.8 Specific Performance
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1 | 1st Page - Filing Submission
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3 | Proxy Statement/Prospectus
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5 | Questions and Answers About the Microsoft/Visio Merger
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7 | Summary of This Proxy Statement/Prospectus
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" | The Companies
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" | Microsoft Corporation
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8 | Visio Corporation
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9 | Summary of the Transaction
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14 | Selected financial data of Microsoft and Visio
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16 | Risk Factors
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18 | Comparative Stock Price and Dividend Information
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20 | The Visio Special Meeting
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" | Date, time, place and purpose of Visio's special meeting
|
" | Record date; outstanding shares; shares entitled to vote
|
" | Quorum; vote required
|
" | Voting of proxies
|
" | Recommendation of Visio's board of directors
|
" | Share ownership of management
|
21 | How to revoke your proxy
|
" | Abstentions and broker nonvotes
|
" | Voting electronically via Internet or telephone
|
" | Expenses of proxy solicitation
|
22 | Dissenters' rights
|
" | Accountants
|
23 | The Merger
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" | Background of the merger
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25 | Visio's reasons for the merger
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26 | Opinion of Visio's financial advisor
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28 | Visio Common Stock
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32 | Microsoft's reasons for the merger
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" | Structure of the merger; completion and effectiveness of the merger
|
" | Merger consideration; conversion of Visio common stock
|
33 | Treatment of options and employee stock purchase and benefit plans
|
" | Interests of Visio's directors and executive officers in the merger
|
35 | Restrictions on sales by affiliates of Visio and Microsoft
|
" | Material United States federal income tax consequences of the merger
|
37 | Accounting treatment of the merger
|
" | Regulatory filings and approvals required to complete the merger
|
" | Exchange of Visio stock certificates for Microsoft stock certificates
|
38 | Listing of Microsoft common stock; delisting and deregistration of Visio common stock
|
" | Operations after the merger
|
39 | The Merger Agreement
|
" | Conditions to completion of the merger
|
" | Representations and warranties
|
40 | Conduct of business before closing of the merger
|
42 | Exclusivity
|
43 | Termination of the merger agreement
|
" | Termination fee
|
44 | Extension; waiver
|
" | Amendment to merger agreement
|
" | Additional amendments
|
45 | Related Agreements
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" | The Visio stock option agreement
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46 | Visio management voting agreements
|
47 | Comparison of Rights of Holders of Visio Common Stock and Microsoft Common Stock
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48 | Rights of dissenting Visio shareholders
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51 | Share Ownership of Principal Shareholders, Management and Directors of Visio
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53 | Legal Matters
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" | Experts
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" | Shareholder Proposals
|
54 | Documents incorporated by reference into this proxy statement/prospectus
|
" | Where you can find more information
|
55 | Statements Regarding Forward-Looking Information
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64 | Article I the Merger
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" | 1.1 Effective Time of the Merger
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" | 1.2 Closing
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65 | 1.3 Effects of the Merger
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" | 1.4 Tax-Free Reorganization
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" | 1.5 Accounting Treatment
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" | Article Ii Effect of the Merger on the Capital Stock of the Constituent Corporations, Exchange of Certificates
|
" | 2.1 Effect on Capital Stock
|
" | 2.1.1 Capital Stock of Sub
|
" | 2.1.2 Cancellation of Company Common Stock
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66 | 2.1.3 Conversion of Company Common Stock
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" | 2.1.4 Adjustments of Exchange Ratio
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" | 2.1.5 Dissenters' Rights
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" | 2.1.6 Fractional Shares
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67 | 2.2 Exchange of Certificates
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" | 2.2.1 Exchange Agent
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" | 2.2.2 Microsoft to Provide Common Stock and Cash
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" | 2.2.3 Exchange Procedures
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" | 2.2.4 No Further Ownership Rights in Company Common Stock
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68 | 2.2.5 Return to Microsoft
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" | 2.3 Company Options
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" | 2.3.1 Assumption by Microsoft
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" | 2.3.2 Registration
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69 | 2.3.3 Notice; Reservation of Shares
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" | 2.4 Employee Stock Purchase Plan
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" | Article Iii Representations and Warranties
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" | 3.1 Representations and Warranties of Company
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" | 3.1.1 Organization, Standing and Power
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70 | 3.1.2 Capital Structure
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" | 3.1.3 Authority
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71 | 3.1.4 SEC Documents and Financial Statements
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" | 3.1.5 Information Supplied
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72 | 3.1.6 No Defaults
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" | 3.1.7 Litigation
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" | 3.1.8 No Material Adverse Change
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73 | 3.1.9 Absence of Undisclosed Liabilities
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" | 3.1.10 No Violations
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" | 3.1.11 Certain Agreements
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" | 3.1.12 Employee Benefit Plans
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74 | 3.1.13 Major Contracts
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" | 3.1.14 Taxes
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75 | 3.1.15 Interests of Officers
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" | 3.1.16 Technology and Intellectual Property Rights
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77 | 3.1.17 Opinion of Financial Advisor
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" | 3.1.18 Vote Required
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78 | 3.1.19 Accounting Matters
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" | 3.1.20 Brokers and Finders
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" | 3.1.21 Change of Control
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" | 3.1.22 Leases in Effect
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" | 3.1.23 Environmental
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79 | 3.1.24 Certain Payments
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" | 3.1.25 Reliance
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" | 3.2 Representations and Warranties of Microsoft and Sub
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" | 3.2.1 Organization; Standing and Power
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" | 3.2.2 Capital Structure
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80 | 3.2.3 Authority
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" | 3.2.4 SEC Documents and Financial Statements
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81 | 3.2.5 Information Supplied
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" | 3.2.6 No Defaults
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" | 3.2.7 Absence of Certain Changes or Events
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" | 3.2.8 Absence of Undisclosed Liabilities
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" | 3.2.9 No Vote Required
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" | 3.2.10 Accounting Matters
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82 | 3.2.11 Brokers and Finders
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" | 3.2.12 Interim Operation of Sub
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" | 3.2.13 Reliance
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" | Article Iv Covenants of Company
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" | 4.1 Conduct of Business
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" | 4.1.1 Ordinary Course
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83 | 4.1.2 Dividends: Changes in Stock
|
" | 4.1.3 Issuance of Securities
|
" | 4.1.4 Governing Documents
|
" | 4.1.5 Exclusivity; Acquisition Proposals
|
85 | 4.1.6 No Acquisitions
|
" | 4.1.7 No Dispositions
|
" | 4.1.8 Indebtedness
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" | 4.1.9 Plans
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" | 4.1.10 Claims
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" | 4.1.11 Agreement
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" | 4.2 Breach of Representations and Warranties
|
" | 4.3 Pooling
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86 | 4.4 Consents
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" | 4.5 Commercially Reasonable Best Efforts
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" | 4.6 Information for Prospectus/Proxy Statement
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" | 4.7 Company Plans
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" | 4.8 Employee Transition Committee
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" | 4.9 Shareholder Approval
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87 | 4.10 Tax Returns
|
" | 4.11 Representations of Shareholders
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" | 4.12 Employee Benefits Matters
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" | 4.12.1 Service Credit
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" | 4.12.2 Section 16 Approval
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88 | 4.12.3 Retention Plans and Related Matters
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" | Article V Covenants of Microsoft
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" | 5.1 Representations and Warranties
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" | 5.2 Conduct of Business by Microsoft Pending the Merger
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" | 5.3 Consents
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" | 5.4 Commercially Reasonable Best Efforts
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89 | 5.5 Agreements of Microsoft Affiliates
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" | 5.6 Representations of Shareholders
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" | 5.7 Tax Free Reorganization
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" | 5.8 Nasdaq Listing
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90 | 5.9 Employee Transition Committee
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" | 5.10 Retention Plans
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" | Article Vi Additional Agreements
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" | 6.1 Preparation of S-4
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" | 6.2 Intentionally deleted
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" | 6.3 Intentionally deleted
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" | 6.4 Access to Information
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91 | 6.5 Legal Conditions to the Merger
|
" | 6.6 Affiliates
|
" | 6.7 HSR Act Filings
|
" | 6.7.1 Filings and Cooperation
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" | 6.7.2 Objections
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92 | 6.8 Officers and Directors
|
" | 6.9 Expenses
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" | 6.10 Stock Option Agreement
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" | 6.11 Additional Agreements
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93 | 6.12 Public Announcements
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" | 6.13 State Takeover Laws
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" | 6.14 Publication of Operating Results
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" | Article Vii Conditions Precedent
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" | 7.1 Conditions to Each Party's Obligation to Effect the Merger
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" | 7.1.1 Shareholder Approval
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" | 7.1.2 Consents
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94 | 7.1.3 S-4
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" | 7.1.4 No Restraints
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" | 7.1.5 Tax-Free Reorganization
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" | 7.1.6 No Burdensome Condition
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" | 7.2 Conditions of Obligations of Microsoft and Sub
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" | 7.2.1 Representations and Warranties of Company
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" | 7.2.2 Performance of Obligations of Company
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" | 7.2.3 Affiliates
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95 | 7.2.4 Pooling of Interests; Comfort Letters
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" | 7.2.5 Opinion of Company's Counsel
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" | 7.3 Conditions of Obligation of Company
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" | 7.3.1 Representations and Warranties of Microsoft and Sub
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" | 7.3.2 Performance of Obligations of Microsoft and Sub
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" | 7.3.3 Opinion of Microsoft Counsel
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96 | Article Viii Termination, Amendment and Waiver
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" | 8.1 Termination
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" | 8.2 Effect of Termination
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" | 8.3 Break-up Fee
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97 | 8.4 Amendment
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" | 8.5 Extension, Waiver
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" | Article Ix General Provisions
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" | 9.1 Nonsurvival of Representations, Warranties and Agreements
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98 | 9.2 Notices
|
" | 9.3 Interpretation
|
99 | 9.4 Counterparts
|
" | 9.5 Miscellaneous
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" | 9.6 No Joint Venture
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" | 9.7 Governing Law
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" | 9.8 Specific Performance
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101 | Stock Option Agreement
|