0001104659-04-040844.txt : 20041222 0001104659-04-040844.hdr.sgml : 20041222 20041222130014 ACCESSION NUMBER: 0001104659-04-040844 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20041222 DATE AS OF CHANGE: 20041222 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TIPPINGPOINT TECHNOLOGIES INC CENTRAL INDEX KEY: 0001097297 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 742902814 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-58745 FILM NUMBER: 041219931 BUSINESS ADDRESS: STREET 1: 7501B NORTH CAPITAL OF TEXAS HIGHWAY CITY: AUSTIN STATE: TX ZIP: 78731 BUSINESS PHONE: 5126818320 MAIL ADDRESS: STREET 1: 7501B NORTH CAPITAL OF TEXAS HIGHWAY CITY: AUSTIN STATE: TX ZIP: 78731 FORMER COMPANY: FORMER CONFORMED NAME: NETPLIANCE INC DATE OF NAME CHANGE: 19991221 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: 3COM CORP CENTRAL INDEX KEY: 0000738076 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 942605794 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 350 CAMPUS DRIVE CITY: MARLBOROUGH STATE: MA ZIP: 01752-3064 BUSINESS PHONE: 508-323-5000 MAIL ADDRESS: STREET 1: 350 CAMPUS DRIVE CITY: MARLBOROUGH STATE: MA ZIP: 01752-3064 SC 13D 1 a04-15142_1sc13d.htm SC 13D

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

TippingPoint Technologies, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

888011 10 3

(CUSIP Number)

3Com Corporation
350 Campus Drive
Marlborough, Massachusetts
(508) 323-5000
Attn: General Counsel

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 13, 2004

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* 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 (“Act”) 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).

CUSIP No. 888011 10 3

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) 3Com Corporation (I.R.S. Identification No. 94-2605794)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý Not Applicable

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 4,096,717(1)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,294,618(2)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 54.0%(3)

	14.	Type of Reporting Person (See Instructions) CO

(1) Beneficial ownership of the common stock referred to herein is being reported hereunder solely because 3Com Corporation (the “Reporting Company”) may be deemed to have beneficial ownership of such shares as a result of the voting agreements and irrevocable proxies described in Item 6 hereof. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by 3Com Corporation that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. 4,096,717 outstanding shares of TippingPoint Technologies, Inc. common stock are subject to voting agreements and irrevocable proxies entered into between TippingPoint Technologies, Inc. and certain stockholders of TippingPoint Technologies, Inc. (discussed in Items 3 and 4 below), which number excludes 197,901 shares issuable upon exercise of outstanding options which are either vested or will vest within 60 days of December 13, 2004.

(2) Based on the number of shares of TippingPoint Technologies, Inc. common stock outstanding as of December 10, 2004 (as represented by TippingPoint Technologies, Inc. in the Merger Agreement discussed in Item 4 below). The number of shares of TippingPoint Technologies, Inc. common stock indicated, including the 197,901 shares of TippingPoint Technologies, Inc. common stock subject to options that are currently exercisable or exercisable within sixty days of December 13, 2004, represents approximately 54.0% of the outstanding TippingPoint Technologies, Inc. common stock.

(3) Based on the number of shares of TippingPoint Technologies, Inc. common stock outstanding as of December 10, 2004 (as represented by TippingPoint Technologies, Inc. in the Merger Agreement discussed in Item 4 below). The number of shares of TippingPoint Technologies, Inc. common stock indicated, including the 197,901 shares of TippingPoint Technologies, Inc. common stock subject to options that are currently exercisable or exercisable within sixty days of December 13, 2004, represents approximately 54.0% of the outstanding TippingPoint Technologies, Inc. common stock.

Item 1.	Security and Issuer
The class of equity securities to which this Schedule 13D relates is the common stock, $0.01 par value per share (the “Common Stock”), of TippingPoint Technologies, Inc., a Delaware corporation (the “Issuer”), with its principal executive office at 7501B North Capital of Texas Highway, Austin, Texas 78731.
Item 2.	Identity and Background
This Schedule 13D is being filed on behalf of 3Com Corporation, a Delaware corporation (the “Reporting Company”), with its principal executive office at 350 Campus Drive, Marlborough, Massachusetts 01752. The principal business of the Reporting Company is the development of secure, converged voice and data networking solutions for enterprises of all sizes.
Attached as Annex A is a chart setting forth, with respect to each executive officer, director and controlling person of the Reporting Company, his or her name, residence or business address, present principal occupation or employment (along with the name, principal business and address of any corporation or other organization in which such employment is conducted) and citizenship, in each case as of the date hereof.
During the last five years, neither Reporting Company nor, to the knowledge of Reporting Company, any executive officer, director or controlling person of Reporting Company named on Annex A have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, neither Reporting Company nor, to the knowledge of Reporting Company, any executive officer, director or controlling person of Reporting Company named on Annex A is or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
To the knowledge of the Reporting Company, each executive officer, director or controlling person of Reporting Company is a citizen of the United States.
Item 3.	Source and Amount of Funds or Other Consideration
Reporting Company, Issuer and Topaz Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of the Reporting Company (the “Merger Sub”), entered into an Agreement and Plan of Merger, dated as of December 13, 2004 (the “Merger Agreement”). Pursuant to the Merger Agreement, Merger Sub will be merged with and into Issuer with Issuer continuing as the surviving corporation and a wholly-owned subsidiary of Reporting Company (the “Merger”). As a result of the Merger, each issued and outstanding share of the Issuer’s Common Stock will be automatically converted into the right to receive $47.00 in cash. In addition, Reporting Company will assume all options or other rights to purchase capital stock of the Issuer outstanding under the Issuer’s existing stock option plans, excluding the Issuer’s stock purchase plans, and each such option or other right to purchase capital stock of the Issuer will be or will later become exercisable for shares of the Reporting Company rather than shares of the Issuer, in a number adjusted to reflect the Option Exchange Ratio (as defined in the Merger Agreement), and at an exercise price adjusted to reflect the Option Exchange Ratio. The consummation of the Merger is subject to the approval of the stockholders of the Issuer, receipt of necessary approvals under applicable antitrust laws, and other customary closing conditions.
The Merger Agreement is incorporated by reference from Exhibit 2.1 to the Reporting Company’s current report on Form 8-K filed with the SEC on December 16, 2004 and any references to or descriptions of the Merger and the Merger Agreement are qualified in their entirety by reference to the Merger Agreement, which is incorporated by reference herein in its entirety where such references or descriptions appear.

In addition, as an inducement for the Reporting Company to enter into the Merger Agreement, certain stockholders of the Issuer, as identified in Item 6, entered into voting agreements and irrevocable proxies dated as of December 13, 2004, with respect to an aggregate of 4,096,717 shares of Common Stock (the “Voting Agreements”). The Reporting Company did not pay additional consideration to these stockholders in connection with the execution and delivery of the Voting Agreements. For a description of the Voting Agreements, see Item 6 below, which description is incorporated herein by reference in response to this Item 3. The form of Voting Agreement is filed herewith as Exhibit 2.
Item 4.	Purpose of Transaction
1. (a)-(j). The purpose of the Merger and the Merger Agreement is to enable Reporting Company to acquire control of Issuer and to acquire all of the outstanding shares of Common Stock. For a description of the Merger Agreement and Voting Agreements, see Item 3 above and Item 6 below, which descriptions are incorporated herein by reference in response to this Item 4.
2. Once the Merger is consummated, Merger Sub will be merged with and into Issuer, the separate corporate existence of Merger Sub will cease and Issuer will continue as the surviving corporation and a wholly-owned subsidiary of Reporting Company. As a result of the Merger, all issued and outstanding shares of Common Stock will be cancelled and automatically converted into the right to receive $47.00 per share in cash. After the closing of the Merger, Reporting Company intends to terminate the listing of Issuer’s shares on the Nasdaq National Market and terminate Issuer’s registration pursuant to Section 12(g)(4) of the Act.
Item 5.	Interest in Securities of the Issuer
(a)		According to the representations made in Article II of the Merger Agreement, as of December 10, 2004, there were issued and outstanding 7,759,454 shares of Common Stock. As of the date hereof, the Reporting Company has beneficial ownership of 4,294,618(4) of such shares, representing approximately 54.0% of the outstanding shares of Common Stock. Except as set forth in this Item 5, none of Reporting Company, nor any other person controlling Reporting Company nor, to the knowledge of Reporting Company, any individual named in Annex A to this Schedule 13D, beneficially owns any shares of Common Stock.
(b)		The Reporting Company has the shared power to vote or to direct the vote of 4,096,717 shares of Common Stock held by Reporting Company.
(c)		To the knowledge of Reporting Company, no transactions in the Common Stock were effected during the past 60 days or since the most recent filing of Schedule 13D, whichever is less, by the persons named in response to Item 5(a).
(d)		To the knowledge of Reporting Company, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer.
(e)		Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The following stockholders of the Issuer entered into Voting Agreements dated as of December 13, 2004, with respect to an aggregate of 4,096,717 shares of Common Stock: John McHale, the McHale-Mathesson Foundation, Paul Zito, Z Start I, L.P., the McHale Family Trust, Donald K. McKinney, the McKinney Family Trust, Watershed Capital I, L.P., James E. Cahill, Craig Cantrell, Marc Willebeek-LeMair, and James Hamilton.

(4) Includes 4,096,717 outstanding shares of Common Stock, and 197,901 shares of Common Stock issuable upon exercise of options to purchase Common Stock that are exercisable within 60 days of December 13, 2004.

The Voting Agreements provide that the respective stockholders shall not, among other things, transfer any of such party’s shares of Common Stock subject to the Voting Agreement until the expiration date of the Voting Agreement. The expiration of the Voting Agreements is the earlier of (i) the effective time of the Merger or (ii) the termination of the Merger Agreement. In addition, the Voting Agreements provide that until the expiration of the Merger Agreements as described above, the respective stockholders shall vote all of their shares, including any additional shares acquired after the date of the Voting Agreement, at any meeting of stockholders (i) in favor of the adoption of the Merger Agreement, (ii) against the approval of any proposal made in opposition to, or in competition with, the Merger Agreement and the consummation of the Merger, (iii) against any other action that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement and (iv) in favor of waiving any notice that may have been or may be required relating to the approval of the Merger.
In connection with the Voting Agreements, each stockholder listed above also delivered to the Reporting Company an irrevocable proxy with respect to the Common Stock held by such stockholder and subject to the Voting Agreements. The irrevocable proxies allow the Reporting Company to vote the shares of Common Stock subject to the Voting Agreements in the same manner as set forth above.
References to and descriptions of the Voting Agreements in this Item 6 and throughout this Statement on Schedule 13D are qualified in their entirety by this reference to the form of Voting Agreement, which is filed as Exhibit 2 to this Statement on Schedule 13D, where such references or descriptions appear.
Except as described above and in Items 3 through 5 of this Statement on Schedule 13D, which is hereby incorporated by reference in this Item 6, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Company and any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7.	Material to Be Filed as Exhibits
1.		Agreement and Plan of Merger by and among 3Com Corporation, Topaz Acquisition Corporation and TippingPoint Technologies, Inc., dated as of December 13, 2004 (incorporated by reference to the Reporting Company’s current report on Form 8-K filed with the SEC on December 16, 2004).
2.		Form of Voting Agreement.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	December 22, 2004
	Date
	/s/ Neal Goldman
	Signature
	Neal Goldman, Senior Vice President, Management Services, General Counsel and Secretary
	Name/Title

Annex A

Set forth below is the name, residence or business address, present principal occupation or employment (along with the name, principal business and address of any corporation or other organization in which such employment is conducted) and citizenship of each director and executive officer of the Reporting Company. Unless otherwise indicated, each person identified below has United States citizenship and each executive officer is employed by the Reporting Company. The principal address of Reporting Company, and unless otherwise indicated below, the current business address for each executive officer listed below is 350 Campus Drive, Marlborough, Massachusetts 01752.

EXECUTIVE OFFICERS

Name		Position with the Reporting Company
Bruce L. Claflin		President and Chief Executive Officer

Donald M. Halsted, III		Executive Vice President, Finance and Chief Financial Officer

Susan H. Bowman		Senior Vice President, Human Resources

Neal D. Goldman		Senior Vice President, Management Services, General Counsel and Secretary

Hilton Nicholson		Senior Vice President, Product Operations

Anik Bose		Vice President, Corporate Business Development

DIRECTORS

Name	Present Business Address	Present Principal Occupation
Eric A. Benhamou	See address of the Reporting Company above.	Chairman of the Board of Directors of the Reporting Company; Chairman of the Board of the following companies: PalmOne, Inc., PalmSource, Inc. and Cypress Semidonductor Corporation

Bruce L. Claflin	See address of the Reporting Company above.	President and Chief Executive Officer of the Reporting Company

Gary T. DiCamillo	TAC Worldwide Companies 888 Washington Street Dedham, Massachusetts 02026	Chief Executive Officer, TAC Worldwide Companies (a large privately-held technical staffing company)

Julie St. John	Fannie Mae 3900 Wisconsin Avenue, NW Washington, DC 20016-2892	Executive Vice President and Chief Information Officer, Enterprise Systems and Operations division, Fannie Mae (a large non-bank financial services company)

James R. Long	See address of the Reporting Company above.	Retired Executive Vice President, Nortel Networks Corporation (a provider of telephony, data, wireless and wireline solutions for the Internet)

Raj Reddy	Carnegie Mellon University 5000 Forbes Avenue Pittsburgh, Pennsylvania 15213	Professor of Computer Science and Robotics, Carnegie Mellon University

David C. Wajsgras	Lear Corporation 21557 Telegraph Road Southfield, MI 48086	Senior Vice President and Chief Financial Officer, Lear Corporation (a Fortune 500 automotive supplier)

Paul G. Yovovich	Lake Capital 676 North Michigan Ave Suite 3900 Chicago, IL 60611	President, Lake Capital (a private investment firm)

EX-2 2 a04-15142_1ex2.htm EX-2

Exhibit 2

FORM OF COMPANY VOTING AGREEMENT

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 13, 2004, by and among 3Com Corporation, a Delaware corporation (“Parent”), TippingPoint Technologies, Inc., a Delaware corporation (the “Company”), and the undersigned stockholder (“Stockholder”) of the Company.

RECITALS

A. Concurrently with the execution of this Agreement, Parent and the Company have entered into an Agreement and Plan of Merger (the “Merger Agreement”), which provides for the merger (the “Merger”) of a wholly owned subsidiary of Parent with and into the Company.

B. Pursuant to the Merger, all of the issued and outstanding shares of capital stock of the Company will be canceled and converted into the right to receive the consideration set forth in the Merger Agreement, all upon the terms and subject to the conditions set forth in the Merger Agreement.

C. As of the date hereof, Stockholder is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of the number of shares of outstanding capital stock of the Company (the “Shares”) and other securities convertible into, or exercisable or exchangeable for, shares of capital stock of the Company, all as set forth on the signature page of this Agreement.

D. As a material inducement to Parent to enter into and to consummate the transactions contemplated by the Merger Agreement, Parent has required that Stockholder agree, and Stockholder is willing to agree, to restrict the transfer or disposition of any of the Shares, or any other shares of capital stock of the Company acquired by Stockholder hereafter and prior to the Expiration Time (as defined in Section 1(a) hereof), and to vote the Shares and any other such shares of capital stock of the Company as set forth in this Agreement.

NOW, THEREFORE, the parties hereto hereby agree as follows:

1. Agreement to Retain Shares.

(a) Transfer. Stockholder agrees that, at all times during the period beginning on the date hereof and ending at the Expiration Time, Stockholder shall not Transfer (as defined below) any of the Shares or any New Shares (as defined in Section 1(b) hereof), or make any agreement regarding any Transfer, in each case without the prior written consent of Parent. Stockholder agrees that any Transfer in violation of this Agreement shall be void and of no force or effect.

As used herein, the term “Expiration Time” shall mean the earlier to occur of (i) such date and time as the Merger shall become effective in accordance with the terms and provisions of the Merger Agreement, or (ii) the termination of the Merger Agreement in accordance with the terms thereof. As used herein, the term “Transfer” shall mean, with respect to any security, the direct or indirect assignment, sale, transfer, tender, pledge, hypothecation, or the gift, placement in trust, or the Constructive Sale (as defined below) or other disposition of such security (excluding transfers by testamentary or intestate succession or otherwise by operation of law) or any right, title or interest therein (including, but not limited to, any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise), or the record or beneficial ownership thereof, the offer to make such a sale, transfer, Constructive Sale or other disposition, and each agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing, excluding any Transfer (A) pursuant to a court order, (B) pursuant to the Merger, or (C) to any affiliate or family member of Stockholder if such transferee, prior to the Transfer, executes a binding agreement with Parent and the Company substantially in the form of this Agreement. As used herein, the term “Constructive Sale” shall mean, with respect to any security, a short sale with respect to such security, entering into or acquiring an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership.

(b) New Shares. Stockholder agrees that any shares of capital stock of the Company that Stockholder purchases or with respect to which Stockholder otherwise acquires beneficial ownership after the date of this Agreement and prior to the Expiration Time, including, without limitation, shares issued or issuable upon the conversion, exercise or exchange, as the case may be, of all securities held by Stockholder which are convertible into, or exercisable or exchangeable for, shares of capital stock of the Company (“New Shares”), shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares as of the date hereof.

2. Agreement to Vote Shares. Until the Expiration Time, at every meeting of stockholders of the Company called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of stockholders of the Company with respect to any of the following, Stockholder shall vote, to the extent not voted by the person(s) appointed under the Proxy (as defined in Section 3), the outstanding Shares and any outstanding New Shares (to the extent any such New Shares may be voted):

(i) in favor of approval and adoption of the Merger Agreement and in favor of each of the other actions contemplated by the Merger Agreement and the Proxy and any action required in furtherance thereof;

(ii) against approval of any proposal made in opposition to, or in competition with, consummation of the Merger and the transactions contemplated by the Merger Agreement;

(iii) against any of the following actions (other than those actions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of the Company or any subsidiary of the Company with any party, (B) any sale, lease, license or transfer of any significant part of the assets of the Company or any subsidiary of the Company, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any subsidiary of the Company, (D) any material change in the capitalization of the Company or any subsidiary of the Company, or the corporate structure of the Company or any subsidiary of the Company, or (E) any other action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement; and

(iv) in favor of waiving any notice that may have been or may be required relating to any reorganization of the Company or any subsidiary of the Company, any reclassification or recapitalization of the capital stock of the Company or any subsidiary of the Company, any sale of assets, change of control or acquisition of the Company or any subsidiary of the Company by any other person, or any consolidation or merger of the Company or any subsidiary of the Company with or into any other person.

Prior to the Expiration Time, Stockholder shall not enter into any agreement or understanding with any person to vote or give instructions in any manner inconsistent with this Section 2.

3. Irrevocable Proxy. Concurrently with the execution of this Agreement, Stockholder agrees to deliver to Parent an irrevocable proxy in the form attached hereto as Appendix A (the “Proxy”), which shall be irrevocable to the fullest extent permitted by applicable law, covering the total number of Shares and New Shares.

4. Representations, Warranties and Covenants of Stockholder. Stockholder represents, warrants and covenants to Parent as follows:

(i) Stockholder is the beneficial owner of the Shares, with full power to vote or direct the voting of the Shares for and on behalf of any and all beneficial owners of the Shares.

(ii) As of the date hereof, the Shares are, and at all times up until the Expiration Time the Shares will be, free and clear of any rights of first refusal, co-sale rights, security interests, liens, pledges, claims, options, charges or other encumbrances of any kind or nature, in each case that would impair Stockholder’s ability to fulfill its obligations under Section 2, other than the number of Shares listed on the signature page to this Agreement that are pledged to the individual listed on the signature page to this Agreement pursuant to a pledge agreement and note (the “Pledged Shares”), which Pledged Shares are, and at all times up until the Expiration Time will be, subject in all respects to a voting agreement and proxy that (A) is identical to this Agreement and the Proxy (except as to the identity of Stockholder and the number of Shares beneficially owned by such Stockholder) and (B) obligates the holder of such Pledged Shares to vote all such Pledged Shares in the manner set forth in Section 2 hereof and

the Proxy. The execution and delivery of this Agreement by Stockholder do not, and Stockholder’s performance of its obligations under this Agreement will not conflict with or violate any order, decree, judgment or agreement applicable to Stockholder or by which Stockholder or any of Stockholder’s properties or Shares is bound.

(iii) Stockholder does not beneficially own any shares of capital stock of the Company, or any securities convertible into, or exchangeable or exercisable for, shares of capital stock of the Company, other than as set forth on the signature page hereto.

(iv) Stockholder has full power and authority to make, enter into and carry out the terms of this Agreement, the Proxy and any other related agreements to which Stockholder is a party.

(v) Stockholder shall not take any action that the Company is prohibited from authorizing or permitting any Representative (as defined in the Merger Agreement) from taking under Section 5.4(a) of the Merger Agreement, whether or not Stockholder is or remains a Representative.

(vi) Stockholder agrees that it will not bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any action, claim, suit or cause of action, in law or in equity, in any court or before any governmental entity, which (a) challenges the validity of or seeks to enjoin the operation of any provision of this Agreement or (b) alleges that the execution and delivery of this Agreement by Stockholder, either alone or together with the other Company voting agreements and proxies to be delivered in connection with the execution of the Merger Agreement, or the approval of the Merger Agreement by the board of directors of the Company, breaches any fiduciary duty of the board of directors of the Company or any member thereof; provided, that Stockholder may defend against, contest or settle any such action, claim, suit or cause of action brought against Stockholder that relates solely to Stockholder’s capacity as a director or officer of the Company.

(vii) Stockholder hereby agrees and covenants that, as soon as practicable after the date hereof, Stockholder shall take any and all actions reasonably necessary to suspend (until the Expiration Time) or terminate any and all plans adopted pursuant to Rule 10b5-1 promulgated under the Exchange Act to which such Stockholder is a party that relate to the Shares (each, a “10b5-1 Plan”).

5. Additional Documents. Stockholder hereby covenants and agrees to execute and deliver any additional documents reasonably necessary or desirable to carry out the purpose and intent of this Agreement.

6. Consents and Waivers. Stockholder hereby gives any consents or waivers that are reasonably required for the consummation of the Merger under the terms of any agreement or instrument to which Stockholder is a party or subject or in respect of any rights Stockholder may have. Stockholder further consents to the Company placing a stop transfer order on the Shares and any New Shares with its transfer agent(s) in accordance with Section 8.

7. Termination. This Agreement and the Proxy delivered in connection herewith shall terminate automatically and shall have no further force or effect as of the Expiration Time.

8. Company Covenants. The Company agrees to make a notation on its records and give instructions to its transfer agent(s) to not permit, prior to the Expiration Time, the transfer of any Shares or New Shares, except as permitted pursuant to Section 1(a).

9. Miscellaneous.

(a) Directors and Officers. Notwithstanding any provision of this Agreement to the contrary, Stockholder has entered into this Agreement in his or her capacity as a Stockholder of the Company, and nothing in this Agreement shall limit or restrict Stockholder from acting, if applicable, in the Stockholder’s capacity as a director or officer of the Company (it being understood that this Agreement shall apply to Stockholder solely in Stockholder’s capacity as a stockholder of the Company) or voting in Stockholder’s sole discretion on any matter other than those matters referred to in Section 2. Parent covenants that it will not bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any action, claim, suit or cause of action, in law or in equity, in any court or before any governmental entity, which (i) alleges that any action taken (or not taken) by Stockholder solely in Stockholder’s capacity as a director or officer of the Company breaches or violates or would breach or violate any provision of this Agreement or the Proxy or (ii) challenges the right of Stockholder to vote or challenges the validity of or seeks to enjoin any vote by Stockholder on any matter other than those matters set forth in Section 2.

(b) Waiver. No waiver by any party hereto of any condition or any breach of any term or provision set forth in this Agreement shall be effective unless in writing and signed by the other party hereto. The waiver of any breach of any term or provision of this Agreement shall not operate as or be construed to be a waiver of any other previous or subsequent breach of any term or provision of this Agreement. No delay or omission by Parent in exercising any right under this Agreement shall operate as a waiver of that right or any other right under this Agreement.

(c) Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly given (i) on the date of delivery if delivered personally, (ii) on the date of confirmation of receipt (or the first business day following such receipt if the date is not a business day) if sent via facsimile (receipt confirmed), or (iii) on the date of confirmation of receipt (or the first business day following such receipt if the date is not a business day) if delivered by a nationally recognized courier service. All notices hereunder shall be delivered to the parties at the following addresses or facsimile numbers (or pursuant to such other instructions as may be designated in writing by the party to receive such notice):

(i) if to Parent, to:

350 Campus Drive

Marlborough, Massachusetts 01752

Attention: General Counsel

Telephone: (508) 323-5000

Facsimile: (508) 323-1044

with a copy to:

Wilson Sonsini Goodrich & Rosati

Professional Corporation

650 Page Mill Road

Palo Alto, California 94304

Attention: Katharine A. Martin

Facsimile: (650) 493-6811

and to:

Wilson Sonsini Goodrich & Rosati
Professional Corporation
12 East 49th Street
30th Floor
New York City, New York 10017-8203
Attention: Robert D. Sanchez

Facsimile: (212) 999-5899

(ii) if to Company, to:

7501B N. Capital of Texas Highway

Austin, Texas 78731

Attention: General Counsel

Telephone: (512) 681-8000

Facsimile: (512) 681-8499

with a copy to:

Vinson & Elkins L.L.P.

The Terrace 7

2801 Via Fortuna

Suite 100

Austin, Texas 78746-7568

Attention: Kyle Fox, Esq.

Facsimile: (512) 542-8612

(iii) if to Stockholder: To the address for notice set forth on the signature page hereof.

(d) Headings. All captions and section headings used in this Agreement are for convenience only and do not form a part of this Agreement.

(e) Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart.

(f) Entire Agreement; Amendment. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement may not be changed or modified, except by an agreement in writing specifically referencing this Agreement and executed by each of the parties hereto.

(g) Severability. In the event that any provision of this Agreement, shall be determined to be invalid, unlawful, void or unenforceable to any extent, the remainder of this Agreement shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law.

(h) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof.

(i) Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

(j) Remedies. The parties acknowledge that Parent will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of Stockholder set forth herein. Therefore, it is agreed that, in addition to any other remedies that may be available to Parent upon any such violation, Parent shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to Parent at law or in equity.

(k) No Assignment. Unless otherwise provided for herein, Stockholder may not assign this Agreement. This Agreement shall inure to the benefit of Parent, Company and their respective successors and assigns.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date first above written.

3COM CORPORATION					STOCKHOLDER:

By:
Name:					Signature
Title:


					Print Name

TIPPINGPOINT TECHNOLOGIES, INC.


By:					Address
Name:
Title:					Shares:

					Company Common Stock:
					Company Options:

[SIGNATURE PAGE TO COMPANY VOTING AGREEMENT]

APPENDIX A

IRREVOCABLE PROXY

The undersigned stockholder (“Stockholder”) of TippingPoint Technologies, Inc., a Delaware corporation (the “Company”), hereby irrevocably (to the fullest extent permitted by law) appoints Bruce L. Claflin and Neal D. Goldman of 3Com Corporation, a Delaware corporation (“Parent”), and each of them, as the sole and exclusive attorneys-in-fact and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to all of the shares of capital stock of the Company that now are or hereafter may be beneficially owned by the undersigned, and any and all other shares or securities of the Company issued or issuable in respect thereof on or after the date hereof (collectively, the “Shares”), in accordance with the terms of this Proxy until the Expiration Time (as defined in the that certain Voting Agreement, dated of even date herewith, by and among Parent, the Company and Stockholder (the “Voting Agreement”)). The Shares beneficially owned by the undersigned stockholder of the Company as of the date of this Proxy are listed on the final page of this Proxy. Upon the undersigned’s execution of this Proxy, any and all prior proxies given by the undersigned with respect to any Shares are hereby revoked and the undersigned hereby agrees not to grant any subsequent proxies with respect to the Shares until after the Expiration Time (as defined in the Voting Agreement).

This Proxy is irrevocable (to the fullest extent permitted by law), is coupled with an interest and is granted pursuant to the Voting Agreement, and is granted in consideration of Parent entering into that certain Agreement and Plan of Merger, dated as of December 13, 2004, by and among Parent, the Company and certain other parties (the “Merger Agreement”). The Merger Agreement provides for the merger of a wholly owned subsidiary of Parent with and into the Company in accordance with its terms (the “Merger”), and Stockholder is receiving a portion of the proceeds of the Merger.

The attorneys-in-fact and proxies named above are hereby authorized and empowered by the undersigned, at any time prior to the Expiration Time (as defined in the Voting Agreement), to act as the undersigned’s attorney-in-fact and proxy to vote the Shares, and to exercise all voting, consent and similar rights of the undersigned with respect to the Shares (including, without limitation, the power to execute and deliver written consents), at every annual, special, adjourned or postponed meeting of stockholders of the Company and in every written consent in lieu of such meeting:

(i) in favor of approval and adoption of the Merger Agreement and in favor of each of the other actions contemplated by the Merger Agreement and this Proxy and any action required in furtherance thereof;

(ii) against approval of any proposal made in opposition to, or in competition with, consummation of the Merger and the transactions contemplated by the Merger Agreement;

The attorneys-in-fact and proxies named above may not exercise this Proxy on any other matter except as provided in clauses (i), (ii), (iii) or (iv) above, and Stockholder may vote the Shares on all other matters.

Any obligation of the undersigned hereunder shall be binding upon the successors and assigns of the undersigned.

This Proxy shall terminate, and be of no further force and effect, automatically as of the Expiration Time.