UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):

November 11, 2005

 

3COM CORPORATION

 

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-12867

 

94-2605794

(State or other jurisdiction of

incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

350 Campus Drive

Marlborough, Massachusetts

01752

(Address of Principal Executive Offices)

(Zip Code)

 

Registrant’s telephone number, including area code: (508) 323-5000

 

 

(Former name or former address, if changed since last report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

(17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

(17 CFR 240.13e-4(c))

 

 

 

 

 


 

ITEM 1.01.

Entry into a Material Definitive Agreement.

 

 

On November 11, 2005, the Compensation Committee of the Board of Directors of 3Com Corporation (the “Company”) approved the issuance of an option to purchase 200,000 shares of the Company’s common stock and a grant of 100,000 shares of restricted common stock to Neal Goldman, the Company’s Senior Vice President, Management Services, General Counsel and Secretary. The stock option grant was made pursuant to the Company’s Form of Non-Qualified Stock Option Agreement, a copy of which is attached hereto as Exhibit 10.1, and vests annually over four years. The restricted stock grant was made pursuant to the Company’s Form of Restricted Stock Agreement (Time-Based Vesting), a copy of which is attached hereto as Exhibit 10.2, and vests annually over two years.

 

 


 

 

ITEM 9.01

Financial Statements and Exhibits

 

(c)

Exhibits

 

 

 

 

Incorporated by Reference

 

Exhibit Number

 

Exhibit Description

 

Form

 

File No.

 

Exhibit

 

Filing Date

Filed Herewith

10.1

Form of Non-Qualified Stock Option Agreement *

10-K

000-12867

10.8

8/5/05

 

10.2

Form of Restricted Stock Agreement (Time-Based Vesting) *

 

 

 

 

X

 

 

* Indicates a management contract or compensatory plan.

 

 


 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

3COM CORPORATION

 

 

 

 

Date:  November 16, 2005

By:

/s/ Neal D. Goldman

 

 

Neal D. Goldman

Senior Vice President, Management
Services, General Counsel and Secretary

 

 

 


 

EXHIBIT INDEX

 

 

 

 

Incorporated by Reference

 

Exhibit Number

 

Exhibit Description

 

Form

 

File No.

 

Exhibit

 

Filing Date

Filed Herewith

10.1

Form of Non-Qualified Stock Option Agreement *

10-K

000-12867

10.8

8/5/05

 

10.2

Form of Restricted Stock Agreement (Time-Based Vesting) *

 

 

 

 

X

 

 

* Indicates a management contract or compensatory plan.