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3COM CORPORATION


PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 11, 1997
SOLICITED BY THE BOARD OF DIRECTORS



The undersigned hereby appoints Eric A. Benhamou and Christopher C. Paisley, and each of them, proxies, with full power of substitution, to represent the undersigned and to vote all of the shares of stock of 3Com Corporation, a California corporation ("3Com"), which the undersigned is entitled to vote at the Special Meeting of Shareholders of 3Com (the "3Com Special Meeting") to be held at 3Com's principal executive offices located at 5400 Bayfront Plaza, Santa Clara, California on Wednesday, June 11, 1997, commencing at 9:00 a.m., local time, and at any adjournments or postponements thereof (1) as hereinafter specified upon the proposals listed on the reverse side and as more particularly described in the Joint Proxy Statement/Prospectus of 3Com dated May , 1997 (the "Joint Proxy Statement"), receipt of which is hereby acknowledged, and (2) in their discretion upon such other matters as may properly come before the 3Com Special Meeting, including any motion to adjourn the 3Com Special Meeting to a later date to permit further solicitation of proxies, or any postponements and adjournments thereof.


THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SUCH SHARES WILL BE VOTED "FOR" PROPOSALS 1, 2 AND 3. A VOTE FOR THE FOLLOWING PROPOSALS IS RECOMMENDED BY THE 3COM BOARD OF DIRECTORS.

1. To (a) approve and adopt an Amended and Restated Agreement For Against Abstain
and Plan of Merger, dated as of February 26, 1997 and / / / / / /
amended as of March 14, 1997 (the "Merger Agreement"), by
and among 3Com, TR Acquisitions Corporation, a Delaware
corporation and a wholly- owned subsidiary of 3Com ("Sub"),
3Com (Delaware) Corporation, a Delaware corporation and a
wholly-owned subsidiary of 3Com ("3Com Delaware"), and U.S.
Robotics Corporation, a Delaware corporation ("USR"),
pursuant to which, among other things (i) Sub will be merged
with and into USR, with USR to be the surviving corporation,
and USR will become a wholly-owned subsidiary of 3Com or
3Com Delaware, depending on whether Proposal 3 described
below is approved (the "Merger"), and (ii) each outstanding
share of common stock, par value $0.01 per share, of USR
will be converted into the right to receive 1.75 shares of
common stock, par value $0.01 per share, of 3Com or 3Com
Delaware ("3Com Common Stock"); and (b) to approve the
issuance of 3Com Common Stock in the Merger.

2. To approve and adopt an amendment to 3Com's Articles of For Against Abstain
Incorporation to increase the number of authorized shares of / / / / / /
3Com capital stock from 403,000,000 to 1,000,000,000 (the
"Charter Amendment"). 3. To change 3Com's state of incorporation from California to For Against Abstain
Delaware, and, in furtherance thereof, to approve and adopt / / / / / /
an Agreement and Plan of Merger and Reincorporation, dated
as of March 14, 1997, by and between 3Com and 3Com Delaware
(the "Reincorporation Agreement"), pursuant to which 3Com
will be merged with and into 3Com Delaware, with 3Com
Delaware to be the surviving corporation, and each
outstanding share of common stock, par value $0.01 per
share, of 3Com will be converted automatically into one
share of common stock, par value $0.01 per share, of 3Com
Delaware.

4. To transact such other business as may properly come before the 3Com Special Meeting,
including any motion to adjourn to a later date to permit further solicitation of proxies if
necessary to establish a quorum or to obtain additional votes in favor of the Merger
Agreement, the issuance of 3Com Common Stock in the Merger, the Charter Amendment or the
Reincorporation Agreement, or any adjournments or postponements thereof.


MARK HERE MARK HERE
FOR ADDRESS IF YOU PLAN
CHANGE AND / / TO ATTEND / /
NOTE AT LEFT THE MEETING

WHETHER OR NOT YOU PLAN TO ATTEND THE 3COM SPECIAL
MEETING, PLEASE COMPLETE, SIGN, DATE AND PROMPTLY
RETURN THIS PROXY CARD IN THE RETURN ENVELOPE SO
THAT YOUR STOCK MAY BE REPRESENTED AT THE 3COM
SPECIAL MEETING.

PLEASE SIGN HERE. If shares of stock are held
jointly, both or all of such persons should sign.
Corporate or partnership proxies should be signed
in full corporate or partnership name by an
authorized person. Persons signing in a fiduciary
capacity should indicate their full titles in such
capacity. Signature: ___________ Date: __________ Signature: __________ Date: __________

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