threecom13g-021210.htm
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
(RULE
13d - 102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND
(d)
AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(Amendment No. )*
3Com
Corporation
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
885535104
(CUSIP
Number)
February 2,
2010
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is
filed:
[
]Rule 13d-1(b)
[x]Rule 13d-1(c)
[
]Rule 13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
or otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the Notes).
1.NAMES OF REPORTING PERSONS
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5.SOLE VOTING POWER
8,602,349
6.SHARED VOTING POWER
0
7.SOLE DISPOSITIVE POWER
8,602,349
8.SHARED DISPOSITIVE POWER
0
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
8,602,349
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9)
EXCLUDES CERTAIN SHARES*[
]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
2.2%
12.TYPE OF REPORTING PERSON*
PN
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1.NAMES OF REPORTING PERSONS
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
|
Elliott
International, L.P.
|
2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman Islands, British West
Indies
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5.SOLE VOTING POWER
0
6.SHARED VOTING POWER
12,903,522
7.SOLE DISPOSITIVE POWER
0
8.SHARED DISPOSITIVE POWER
12,903,522
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
12,903,522
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9)
EXCLUDES CERTAIN SHARES*[
]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
3.3%
12.TYPE OF REPORTING PERSON*
PN
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1.NAMES OF REPORTING PERSONS
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
|
Elliott
International Capital Advisors Inc.
|
2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.SOLE VOTING POWER
0
6.SHARED VOTING POWER
12,903,522
7.SOLE DISPOSITIVE POWER
0
8.SHARED DISPOSITIVE POWER
12,903,522
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
12,903,522
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9)
EXCLUDES CERTAIN SHARES*[
]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
3.3%
12.TYPE OF REPORTING PERSON*
CO
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
ITEM
1(a). Name of Issuer:
3Com Corporation
(“Issuer”)
Item
1(b). Address of Issuer's Principal Executive Offices:
350
Campus Drive
Marlborough,
Massachusetts 01752
Item
2(a). Name of Persons Filing:
The
names of the persons filing this statement on Schedule 13G are: Elliott
Associates, L.P. and its wholly-owned subsidiaries (collectively, "Elliott
Associates"), Elliott International, L.P. ("Elliott International"), and Elliott
International Capital Advisors Inc. ("International Advisors" and collectively
with Elliott Associates and Elliott International, the "Reporting
Persons"). Paul E. Singer ("Singer"), Elliott Capital Advisors, L.P.,
a Delaware limited partnership ("Capital Advisors"), which is controlled by
Singer, and Elliott Special GP, LLC, a Delaware limited liability company
(“Special GP”), which is controlled by Singer, are the general partners of
Elliott. Hambledon, Inc. ("Hambledon") is the general partner of
Elliott International. International Advisors is the investment
manager for Elliott International. International Advisors expressly
disclaims equitable ownership of and pecuniary interest in any Common
Stock.
Item
2(b).
|
Address
of Principal Business Office or, if None,
Residence:
|
The
business address of Elliott Associates, International Advisors, Capital
Advisors, Singer and Special GP is 712 Fifth Avenue, 36th Floor, New York, New
York 10019.
The
business address of Elliott International and Hambledon is c/o Maples &
Calder, P.O. Box 309, Ugland House, South Church Street, George Town, Cayman
Islands, British West Indies.
Item
2(c). Citizenship:
Each
of Elliott Associates and Capital Advisors is a limited partnership formed under
the laws of the State of Delaware.
Elliott
International is a limited partnership formed under the laws of the Cayman
Islands, British West Indies.
International
Advisors is a corporation formed under the laws of the State of
Delaware.
Special
GP is a limited liability company formed under the laws of the State of
Delaware.
Hambledon
is a corporation formed under the laws of the Cayman Islands, British West
Indies.
Singer
is a U.S. citizen.
Item
2(d). Title of Class of Securities:
Common Stock, par value $.01 per share
(“Common Stock”).
Item 2(e). CUSIP Number:
885535104
Item
3. If This Statement is Filed Pursuant to Rule 13d
1(b),
or 13d-2(b) or (c), Check
Whether the Person Filing
is a:
|
(a)
[ ] Broker or dealer registered under Section 15 of the Exchange
Act.
|
|
(b)
[ ] Bank as defined in Section 3(a)(6) of the Exchange
Act.
|
|
(c)
[ ] Insurance company defined in Section 3(a)(19) of the Exchange
Act.
|
|
(d)
[ ] Investment company registered under Section 8 of the Investment
Company Act.
|
|
(e)
[ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
|
|
(f)
[ ] An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F).
|
|
(g)
[ ] A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G).
|
|
(h)
[ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
|
|
(i)
[ ] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of
the Investment Company Act;
|
|
(j)
[ ] Group, in accordance with Rule
13d-1(b)(1)(ii)(J).
|
If this statement is filed pursuant
to Rule 13d-1(c), check this box [x]
Provide the following information
regarding the aggregate number and percentage of the class of securities of the
issuer identified in Item 1.
|
(a)
Amount beneficially owned:
|
|
Elliott
Associates owns 8,602,349
shares of Common Stock. Elliott Associates owns its 8,602,349
shares of Common Stock through The Liverpool Limited Partnership, a
wholly-owned subsidiary.
|
|
Elliott
International and International Advisors together beneficially own 12,903,522
shares of Common Stock.
|
|
Elliott
Associates, Elliott International and International Advisors together
beneficially own an aggregate of 21,505,871 shares
of Common Stock.
|
(b)Percent of class:
|
Elliott
Associates’ ownership of 8,602,349 shares of Common Stock constitutes 2.2%
of all of the outstanding shares of Common
Stock.
|
|
Elliott
International and International Advisors' aggregate beneficial ownership
of 12,903,522 shares
of Common Stock constitutes 3.3% of all of the outstanding shares of
Common Stock.
|
|
Elliott
Associates, Elliott International and International Advisors' aggregate
beneficial ownership of 21,505,871 shares
of Common Stock constitutes 5.4% of all the outstanding shares of Common
Stock.
|
|
(c)
Number of shares as to which such person
has:
|
|
(i)
Sole power to vote or to direct the
vote
|
|
Elliott
Associates has sole power to vote or direct the vote of 8,602,349 shares
of Common Stock.
|
|
(ii)
Shared power to vote or to direct the
vote
|
|
Elliott
International and International Advisors together have shared power to
vote or direct the vote of 12,903,522 shares of Common
Stock.
|
|
(iii)
Sole power to dispose or to direct the disposition
of
|
|
Elliott
Associates has sole power to dispose or direct the disposition of
8,602,349 shares of Common Stock.
|
(iv) Shared power to dispose
or to direct the
disposition of
|
Elliott
International and International Advisors together have shared power to
dispose or direct the disposition of 12,903,522 shares of Common
Stock.
|
Item
5. Ownership of Five Percent or Less of a
Class.
|
If
this statement is being filed to report the fact that as of the date hereof the
Reporting Persons have ceased to be the beneficial owner of more than five
percent of the class of securities, check the following
[ ].
Item
6. Ownership of More than Five Percent on Behalf of Another
Person.
|
Item
7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on
by the Parent Holding Company.
|
Elliott
Associates holds its 8,602,349
shares of Common Stock through The Liverpool Limited Partnership, a
Bermuda limited partnership that is a wholly-owned subsidiary of Elliott
Associates.
Item
8. Identification and Classification of Members of the
Group.
|
See Item 2(a) in lieu of an Exhibit
for the identity of the Reporting Persons.
Item
9. Notice of Dissolution of
Group.
|
By
signing below the undersigned certifies that, to the best of its knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or
effect.
SIGNATURES
After reasonable inquiry and to the
best of its knowledge and belief, each of the undersigned certifies that the
information with respect to it set forth in this statement is true, complete,
and correct.
Dated:
February 12, 2010
ELLIOTT
ASSOCIATES, L.P.
By:
Elliott Capital Advisors, L.P., as General Partner
By:
Braxton Associates, Inc., as General Partner
By: /s/ Elliot Greenberg
Elliot Greenberg
Vice President
ELLIOTT
INTERNATIONAL, L.P.
By:
Elliott International Capital Advisors Inc.,
as Attorney-in-Fact
By:
/s/ Elliot
Greenberg
Elliot Greenberg
Vice President
ELLIOTT
INTERNATIONAL CAPITAL ADVISORS INC.
By:
/s/ Elliot
Greenberg
Elliot Greenberg
Vice President
EXHIBIT
A
JOINT
FILING AGREEMENT
The undersigned hereby agree that
the statement on Schedule 13G with respect to the Common Stock of 3Com Corporation
dated February 12, 2010, and any further amendments thereto signed by
each of the undersigned shall be, filed on behalf of each of the undersigned
pursuant to and in accordance with the provisions of Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended.
Dated:
February 12, 2010
ELLIOTT
ASSOCIATES, L.P.
By:
Elliott Capital Advisors, L.P., as General Partner
By:
Braxton Associates, Inc., as General Partner
By: /s/ Elliot Greenberg
Elliot Greenberg
Vice President
ELLIOTT
INTERNATIONAL, L.P.
By:
Elliott International Capital Advisors Inc.,
as Attorney-in-Fact
By:
/s/ Elliot
Greenberg
Elliot Greenberg
Vice President
ELLIOTT
INTERNATIONAL CAPITAL ADVISORS INC.
By:
/s/ Elliot
Greenberg
Elliot Greenberg
Vice President