-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TH2GSg8QjS/z5uYo0I7p0V8noNv2DpuMcFn7LGl7f1H/7vZ/8ZbKU4W59JPI39si F/Pwsu/Dl/c9f1HFLpJKTw== 0000950008-96-000366.txt : 19961203 0000950008-96-000366.hdr.sgml : 19961203 ACCESSION NUMBER: 0000950008-96-000366 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961202 EFFECTIVENESS DATE: 19961202 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TANDEM COMPUTERS INC /DE/ CENTRAL INDEX KEY: 0000315180 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 942266618 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-17139 FILM NUMBER: 96674959 BUSINESS ADDRESS: STREET 1: 19333 VALLCO PKWY CITY: CUPERTINO STATE: CA ZIP: 95014 BUSINESS PHONE: 4082854664 MAIL ADDRESS: STREET 1: 10435 N TANUTA AVE LOC 200 16 CITY: CUPERTINO STATE: CA ZIP: 95014 FORMER COMPANY: FORMER CONFORMED NAME: TCI DELAWARE INC DATE OF NAME CHANGE: 19600201 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on November 27, 1996 Registration No. 33-_______________ - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 TANDEM COMPUTERS INCORPORATED ---------------------------------------------------------------------- (Exact name of issuer as specified in its charter) Delaware 94-2266618 --------------------------------- ------------------------ (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 19333 Vallco Parkway Cupertino, California 95014-2599 --------------------------------------- ---------------- (Address of principal executive offices) (Zip code) TANDEM COMPUTERS INCORPORATED EMPLOYEE STOCK PURCHASE PLAN ---------------------------------------------------------- (AS AMENDED AND RESTATED EFFECTIVE APRIL 29, 1996) -------------------------------------------------- (Full title of the plan) JOSEPHINE T. PARRY, ESQ. Copy to: Vice President, General Counsel KATHARINE A. MARTIN, ESQ. and Secretary Pillsbury Madison & Sutro LLP Tandem Computers Incorporated 2700 Sand Hill Road 10435 North Tantau Avenue Menlo Park, CA 94025-7020 Cupertino, California 95014-0709 (415) 233-4500 (408) 725-6000 -------------- (Name, address and telephone number of agent for service) CALCULATION OF REGISTRATION FEE ================================================================================ Proposed Maximum Title of Proposed Maximum Aggregate Amount of Securities To Amount To Be Offering Price Offering Price Registration Be Registered Registered Per Share (1) Fee (2) - -------------------------------------------------------------------------------- Common Stock 3,600,000 shares $14.00 $50,400,000 $15,272.73 ================================================================================ (1) Estimated solely for the purpose of calculating the registration fee on the basis of the average of the high and low sale prices on the New York Stock Exchange on November 26, 1996. (2) The registration fee has been calculated pursuant to Rule 457(h). __________________ The Registration Statement shall become effective upon filing in accordance with Rule 462 under the Securities Act of 1933. The contents of the Registrant's Form S-8 Registration Statement, Registration No. 33-12572, filed on March 11, 1987, are hereby incorporated by reference, pursuant to General Instruction E of Form S-8. -2- 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 Cupertino, State of California, on November 27, 1996. TANDEM COMPUTERS INCORPORATED By /s/ Roel Pieper ----------------------------------- Roel Pieper Chief Executive Officer and Director POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Roel Pieper and David J. Rynne, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorneys- in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may do or cause to be done by virtue hereof. 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 date indicated: Signature Title Date --------- ----- ---- /s/ Roel Pieper Chief Executive November 27, 1996 - ----------------------------- Officer and Director Roel Pieper (Principal Executive Officer) -3- Signature Title Date --------- ----- ---- /s/ David J. Rynne Senior Vice November 27, 1996 - ----------------------------- President and David J. Rynne Chief Financial Officer (Prin- cipal Financial Officer) /s/ Enrico L. Pesatori President, November 27, 1996 - ----------------------------- Chief Operating Enrico L. Pesatori Officer and Director /s/ Jack F. Bennett - ----------------------------- Director November 27, 1996 Jack F. Bennett /s/ Morton Collins Director November 27, 1996 - ----------------------------- Morton Collins /s/ Franklin P. Johnson, Jr. Director November 27, 1996 - ----------------------------- Franklin P. Johnson, Jr. /s/ Robert M. Kavner Director November 27, 1996 - ----------------------------- Robert M. Kavner /s/ Thomas J. Perkins Director November 27, 1996 - ----------------------------- Thomas J. Perkins /s/ Vera Stephanie Shirley Director November 27, 1996 - ----------------------------- Vera Stephanie Shirley /s/ Robert G. Stone, Jr. Director November 27, 1996 - ----------------------------- Robert G. Stone, Jr. /s/ Washington SyCip Director November 27, 1996 - ----------------------------- Washington SyCip /s/ Alex S. Vieux Director November 27, 1996 - ----------------------------- Alex S. Vieux /s/ Walter B. Wriston Director November 27, 1996 - ----------------------------- Walter B. Wriston -4- INDEX TO EXHIBITS ----------------- Exhibit Number Exhibit - ------- ------- 5.1 Opinion of Pillsbury Madison & Sutro LLP as to the legality of the securities being registered. 24.1 Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1). 24.2 Consent of Ernst & Young LLP. 25.1 Powers of Attorney (see pages 3 and 4). -5- EX-5.1 2 OPINION LETTER EXHIBIT 5.1 ----------- November 27, 1996 Tandem Computers Incorporated 10435 North Tantau Avenue Cupertino, CA 95014 Re: Registration Statement on Form S-8 Gentlemen: With reference to the Registration Statement on Form S-8 to be filed by Tandem Computers Incorporated, a Delaware corporation (the "Company"), with the Securities and Exchange Commission under the Securities Act of 1933 relating to an additional 3,600,000 shares of the Company's Common Stock issuable pursuant to the Tandem Computers Incorporated Employee Stock Purchase Plan (as amended and restated effective April 29, 1996) (the "Plan"), it is our opinion that such shares of Common Stock of the Company, when issued and sold in accordance with the Plan, will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as Exhibit 5.1 to the Registration Statement. Very truly yours, /s/ Pillsbury Madison & Sutro LLP Pillsbury Madison & Sutro LLP E-05773 EX-24.2 3 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS EXHIBIT 24.2 ------------ CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS -------------------------------------------------- The Board of Directors Tandem Computers Incorporated We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Tandem Computers Incorporated Employee Stock Purchase Plan of our report dated October 24, 1995, with respect to the consolidated financial statements and schedule of Tandem Computers Incorporated included in its Annual Report (Form 10-K) for the year ended September 30, 1995, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP San Jose, California November 27, 1996 -----END PRIVACY-ENHANCED MESSAGE-----