Post-Effective Amendment No. 2
As filed with the Securities and Exchange Commission on January 10, 2003        Registration No. 33-57277
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
POST-EFFECTIVE AMENDMENT NO. 2
to
FORM S-3
 
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
MICROSOFT CORPORATION
(Exact name of registrant as specified in its charter)
 
Washington
  
91-1144442
(State or other jurisdiction
of incorporation or organization)
  
(IRS Employer
Identification No.)
 
One Microsoft Way
Redmond, Washington 98052-6399
(425) 882-8080
(Address, including zip code, and telephone
number including area code, of registrant’s principal
executive office)
 
John A. Seethoff
Deputy General Counsel, Finance and Operations
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)
 
Copies of all communications to:
Christopher H. Cunningham
Kathleen A. Keizer
Preston Gates & Ellis LLP
701 Fifth Avenue, Suite 5000
Seattle, Washington 98104-7078
(206) 623-7580
 
Approximate date of commencement of proposed sale to the public: Not applicable.
 
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, please 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. x
 
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ¨
 
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said section 8(a), may determine.

On January 13, 1995, Microsoft Corporation (“Microsoft”) filed a Registration Statement on Form S-3, SEC 1933 Act Number 33-57277 (the “Registration Statement”) covering 57,1201 shares of Microsoft’s common stock (the “Common Stock”) on behalf of certain “Selling Shareholders” of Microsoft. Microsoft amended such Registration Statement February 17, 1995.
 
The Registration Statement was filed in order to register shares of Common Stock issued to former shareholders of One Tree Software, Inc. (“One Tree”), a company which had been acquired by Microsoft on November 10, 1994.
 
Pursuant to the terms of agreements between Microsoft and certain former shareholders of One Tree, Microsoft’s obligations to maintain the effectiveness of the Registration Statement expired on November 10, 1996. Accordingly, Microsoft hereby de-registers all of its Common Stock registered pursuant to the Registration Statement and remaining unsold thereunder.
1
 
Represents 456,960 shares of Common Stock after taking into account the two-for-one stock splits effected by Microsoft on December 6, 1996, February 20, 1998, and March 26, 1999.

 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Redmond, State of Washington, on January 8, 2003.
 
MICROSOFT CORPORATION
 
By:
  
*
   
Steven A. Ballmer
Chief Executive Officer
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
        *        
Steven A. Ballmer
   
Chief Executive Officer, Director
(Principal Executive Officer)
        *        
William H. Gates III
   
 
Chairman, Chief Software Architect, Director
        *        
John G. Connors
   
Senior Vice President, Finance and Administration, Chief Financial Officer
        *        
James I. Cash
   
 
Director
        *        
Raymond V. Gilmartin
   
 
Director
        *        
David F. Marquardt
   
 
Director
        *        
Ann McLaughlin Korologos
   
 
Director
        *        
W. G. Reed, Jr.
   
 
Director
        *        
Jon A. Shirley
   
 
Director
*By:
  
/S/    KEITH R. DOLLIVER        
   
Keith R. Dolliver
Attorney-in-Fact pursuant to a power
of attorney attached as an Exhibit hereto.

 
EXHIBITS
 
24.
   
Power of Attorney