-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, pC/B2xrIXX4uILnxJthX2rRSfCjXyTgR2UP9FPrhHwroDfnxiywWLW92dt3GaJII KhURNUokw3l5UTm4WfkZMA== 0000025506-95-000005.txt : 19950414 0000025506-95-000005.hdr.sgml : 19950412 ACCESSION NUMBER: 0000025506-95-000005 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950406 EFFECTIVENESS DATE: 19950425 SROS: BSE SROS: MSE SROS: NYSE SROS: PHLX SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CRAY RESEARCH INC CENTRAL INDEX KEY: 0000025506 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 391161138 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-58451 FILM NUMBER: 95527179 BUSINESS ADDRESS: STREET 1: 655A LONE OAK DR CITY: EAGAN STATE: MN ZIP: 55121 BUSINESS PHONE: 6126837100 MAIL ADDRESS: STREET 1: 655A LONE OAK DRIVE CITY: EAGAN STATE: MN ZIP: 55121 S-8 1 Registration No. 33- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CRAY RESEARCH, INC. (Exact name of registrant as specified in its charter) Delaware 39-1161138 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 655A Lone Oak Drive Eagan, Minnesota 55121 (Address of Principal Executive Offices) (Zip Code) 1989 EMPLOYEE BENEFIT STOCK PLAN (Full title of the plan) ROBERT H. EWALD President and Chief Operating Officer Cray Research, Inc. 655A Lone Oak Drive Eagan, Minnesota 55121 (Name and address of agent for service) (612) 452-6650 (Telephone number, including area code, of agent for service) Copy to: DEAN R. EDSTROM Doherty, Rumble & Butler Professional Association 3500 Fifth Street Towers 150 South Fifth Street Minneapolis, Minnesota 55402-4235 (612) 340-5575 CALCULATION OF REGISTRATION FEE Title of Proposed Maximum Proposed Maximum Securities Amount Offering Aggregate Amount of to be to be Price Offering Registra. Registered Registered Per Share Price Fee Common Stock, $1.00 par value (1) 764,000 shares(2) $18.25(3) $13,943,000(3) $4,808 (1) With Common Share Purchase Rights attached. (2) The 1989 Employee Benefit Stock Plan authorizes the issuance of 4,000,000 shares of Common Stock, plus a number of shares equal to 3% of the total outstanding shares of Common Stock as of the first day of each calendar year beginning in 1992, such increases to be cumulative. A total of 6,358,000 shares of Common Stock have previously been registered pursuant to five Registration Statements on Form S-8, Registration Nos. 33-25858, 33-33374, 33-49396, 33-62410 and 33-55361. 764,000 shares were added to the Plan in 1995 as a consequence of the described provisions. (3) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(h) on the basis of the average of the high and low prices of the Registrant's shares of Common Stock on the New York Stock Exchange as reported by The Wall Street Journal. On March 30, 1995, the average of the high and low prices was $18.25. PART II INFORMATION REQUIRED BY GENERAL INSTRUCTION E TO FORM S-8 1. Incorporation by Reference. There are incorporated in this Registration Statement by reference the contents of the Registrant's registration statements on Form S-8 Nos. 33-25858, 33-33374, 33-49396, 33-62410 and 33-55361. The contents of such registration statements incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement or document contained herein or incorporated herein by reference or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such contents. 2. Exhibits (Required Opinions and Consents). 5 - Opinion of Doherty, Rumble & Butler Professional Association, with respect to the legality of the securities to be issued pursuant to the 1989 Employee Benefit Stock Plan. 23.1 - Consent of KPMG Peat Marwick LLP, independent auditors. 23.2 - Consent of Doherty, Rumble & Butler Professional Association (included in Exhibit 5). 24 - Power of Attorney (included on the signature pages of this Registration Statement). 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-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Eagan, and the State of Minnesota, on this 28th day of March, 1995. CRAY RESEARCH, Inc. By ROBERT H. EWALD Robert H. Ewald President and Chief Operating 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. Each person whose signature to the Registration Statement appears below hereby appoints Robert H. Ewald and Laurence L. Betterley, or either of them, as his attorney-in-fact with full power to act alone, with full power of substitution or resubstitution, for him and in his name, place and stead, in any and all capacities to sign on his behalf, individually and in the capacity stated below, and to file any and all amendments and post-effective amendments to this Registration Statement, which amendment or amendments may make such changes and additions as such attorney-in- fact may deem necessary or appropriate. Signature Title Date ROBERT H. EWALD President, Chief March 28, 1995 Robert H. Ewald Operating Officer (Principal Executive Officer) and Director LAURENCE L. BETTERLEY Chief Financial Officer March 28, 1995 Laurence L. Betterley (Principal Financial Officer) STEVEN E. SNYDER Corporate Controller March 28, 1995 Steven E. Snyder (Principal Accounting Officer) LAWRENCE E. EATON Director March 28, 1995 Lawrence E. Eaton CATHERINE M. HAPKA Director March 28, 1995 Catherine M. Hapka PHILIP G. HEASLEY Director March 28, 1995 Philip G. Heasley ROBERT G. POTTER Director March 28, 1995 Robert G. Potter ANDREW SCOTT Director March 28, 1995 Andrew Scott JAN H. SUWINSKI Director March 28, 1995 Jan H. Suwinski EXHIBIT INDEX Page 5 - Opinion of Doherty, Rumble & Butler Professional Association, with respect to the legality of the securities to be issued pursuant to the 1989 Employee Benefit Stock Plan 8 23.1 - Consent of KPMG Peat Marwick LLP, independent auditors 11 23.2 - Consent of Doherty, Rumble & Butler Professional Association (included in Exhibit 5) 8 24 - Power of Attorney (included on the signature pages of this Registration Statement) 4 Exhibit 5 April 3, 1995 Cray Research, Inc. 655A Lone Oak Drive Eagan, MN 55121 Re: Cray Research, Inc. 1989 Employee Benefit Stock Plan Gentlemen: We are acting as special counsel for Cray Research, Inc., a Delaware corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of an aggregate of 764,000 shares of common stock, $1.00 par value (with related Common Share Purchase Rights) (collectively, the "Common Stock"), issuable pursuant to the Company's 1989 Employee Benefit Stock Plan (the "Plan"). A Registration Statement on Form S-8 has been prepared for filing under the Act. In connection with the offering of the Common Stock, we have examined originals or copies submitted to us that we have assumed are genuine, accurate and complete, of all such corporate records of the Company, agreements and other instruments, certificates of public officials, officers and representatives of the Company, and other documents we have deemed necessary or appropriate to require as the basis for the opinions hereinafter expressed. As to various questions of fact material to this opinion, where relevant facts were not independently established, we have relied upon statements of officers of the Company. Based and relying solely upon the foregoing, it is our opinion that when the 764,000 shares of the Common Stock, or any portion thereof, are issued pursuant to and in accordance with the Plan, such shares will be validly issued, fully paid and nonassessable. Cray Research, Inc. April 3, 1995 We hereby consent to the filing of this opinion as an exhibit to the above- referenced Registration Statement. Consent is also given to the reference to this firm under the caption "Legal Opinions" in a related prospectus as having passed upon the validity of the issuance of the Common Stock. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. Very truly yours, DOHERTY, RUMBLE & BUTLER PROFESSIONAL ASSOCIATION By: DEAN R. EDSTROM Exhibit 23.1 KPMG PEAT MARWICK LLP Independent Auditors' Consent The Board of Directors Cray Research, Inc.: We consent to the use of our report incorporated herein by reference and to the reference to our firm under the caption "Experts" in the Prospectus included in this Registration Statement on Form S-8. KPMG PEAT MARWICK LLP Minneapolis, Minnesota April 3, 1995 DRE:79770:hl 04/03/95(1) -----END PRIVACY-ENHANCED MESSAGE-----