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):

October 28, 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 8.01.

Other Events.

 

On October 28, 2005, 3Com Corporation (“3Com”) entered into an agreement to purchase 194,100 equity securities of Huawei-3Com Co., Ltd (“H-3C”) from an affiliate of Huawei Technologies Co., Ltd. (“Huawei”) for an aggregate purchase price of $28 million. The purchase of such shares is subject to regulatory approval by the Chinese government, as well as other customary closing conditions. 3Com and Huawei are in the process of submitting the Agreement to the Chinese government for approval. If this purchase is consummated, 3Com will own a majority interest in H-3C and if certain criteria of Emerging Issues Task Force No. 96-16, “Investor’s Accounting for an Investee When the Investor Has a Majority of the Voting Interest but the Minority Shareholder or Shareholders Have Certain Approval or Veto Rights” are met, 3Com expects to consolidate H-3C’s financial statements.

 

 

 


 

 

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 1, 2005

By:

/s/ Donald M. Halsted, III

 

 

 

Donald M. Halsted, III

Executive Vice President and Chief Financial Officer