-----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, BBt+N48mTRLC/U4AKa8BP5C21MAhHFz0e4++W6+XgA1VYFsan7A1Fv/1sYzRkd9z RYueNDsyV53W0nT3eJU9Vw== 0000004427-96-000009.txt : 19960326 0000004427-96-000009.hdr.sgml : 19960326 ACCESSION NUMBER: 0000004427-96-000009 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960325 EFFECTIVENESS DATE: 19960413 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMDAHL CORP CENTRAL INDEX KEY: 0000004427 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 941728548 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-01943 FILM NUMBER: 96538105 BUSINESS ADDRESS: STREET 1: 1250 E ARQUES AVE CITY: SUNNYVALE STATE: CA ZIP: 94088 BUSINESS PHONE: 4087466000 MAIL ADDRESS: STREET 1: 1250 E ARQUES AVE CITY: SUNNYVALE STATE: CA ZIP: 94088 S-8 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------------------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AMDAHL CORPORATION (Exact name of registrant as specified in its charter) Delaware 94-1728548 (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) 1250 East Arques Avenue Sunnyvale, California 94088-3470 (Address of Principal (Zip Code) Executive Offices) Amdahl Corporation 1994 STOCK INCENTIVE PLAN (Full title of the plans) Bruce J. Ryan Executive Vice President, Chief Financial Officer and Corporate Secretary AMDAHL CORPORATION 1250 East Arques Avenue Sunnyvale, California 94088-3470 (Name and address of agent for service) (408) 746-6000 (Telephone number, including area code, of agent for service) ------------------------------------------------------------ This Registration Statement shall become effective immediately upon filing with the Securities and Exchange Commission, and sales of the registered securities will thereafter be effected upon share issuances or option exercises effected under the Amdahl Corporation 1994 Stock Incentive Plan.
CALCULATION OF REGISTRATION FEE PROPOSED PROPOSED TITLE OF MAXIMUM MAXIMUM SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF TO BE TO BE PRICE OFFERING REGISTRATION REGISTERED REGISTERED PER SHARE PRICE FEE - ---------- ---------- --------- --------- ------------ common stock 592,731 $8.90625 $5,279,010.47 $1,820.37 (1) This Registration Statement shall also cover any additional shares of common stock which become issuable under the Amdahl Corporation 1994 Stock Inventive Plan ("1994 Plan") by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number the Company's outstanding shares of common stock. (2) Solely for the purpose of calculating the registration fee, the price per share of common stock has been estimated in accordance with Rule 457(h). Accordingly, the price per share of the common stock offered under the 1994 Plan, has been estimated at $8.90625, based on the average of the lowest and highest selling prices of the Company's common stock on the American Stock Exchange on March 20, 1996.
PART II Information Required in the Registration Statement Item 3. Incorporation of Documents by Reference Amdahl Corporation (the "Registrant" or the "Company") hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the "Commission"): (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 29, 1995, filed pursuant to Section 13 of the Securities Exchange Act of 1934 (the "1934 Act"); and All reports and documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities Incorporated by Reference from Registrant's Registration Statement No. 33-54171, filed June 17, 1994. Item 5. Interests of Named Experts and Counsel Not Applicable Item 6. Indemnification of Directors and Officers Incorporated by Reference from Registrant's Registration Statement No. 33-54171, filed June 17, 1994. Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits 4(a) Amdahl Corporation 1994 Stock Incentive Plan as amended (Incorporated by Reference to Exhibit 10(c) to Form 10-Q for fiscal period ended March 31, 1995). 4(b) Form of Notice of Automatic Stock Option Grant and Grant Agreement under the 1994 Stock Incentive Plan (Incorporated by Reference from Registrant's Registration Statement No. 33-54171, filed June 17, 1994). 4(c) Form of Notice of Exercise of Automatic Stock Option under the 1994 Stock Incentive Plan (Incorporated by Reference from Registrant's Registration Statement No. 33-54171, filed June 17, 1994). 4(d) Form of Notice of Grant of Stock Option and Grant Agreement for Stock Option grants under the 1994 Stock Incentive Plan (Incorporated by Reference from Registrant's Registration Statement No. 33-54171, filed June 17, 1994). 4(e) Form of Addendum to Stock Option Agreement under the 1994 Stock Incentive Plan (Incorporated by Reference from Registrant's Registration Statement No. 33-54171, filed June 17, 1994). 4(f) Form of Addendum to Stock Option Agreement under the 1994 Stock Incentive Plan (Incorporated by Reference from Registrant's Registration Statement No. 33-54171, filed June 17, 1994). 4(g) Form of Addendum to Stock Option Agreement under the 1994 Stock Incentive Plan (Incorporated by Reference from Registrant's Registration Statement No. 33-54171, filed June 17, 1994). 4(h) Form of Addendum to Stock Option Agreement under the 1994 Stock Incentive Plan (Incorporated by Reference from Registrant's Registration Statement No.33-54171, filed June 17, 1994). 4(i) Form of Stock Issuance Agreement under the 1994 Stock Incentive Plan (Incorporated by Reference from Registrant's Registration Statement No. 33-54171, filed June 17, 1994). 4(j) Form of Restricted Stock Purchase Agreement under the Restricted Stock Plan (Incorporated by Reference from Registrant's Registration Statement No. 33-54171, filed June 17, 1994). 4(k) Form of Restricted Stock Purchase Agreement under the Restricted Stock Plan (Incorporated by Reference from Registrant's Registration Statement No. 33-54171, filed June 17, 1994). 4(l) Form of Addendum to Restricted Stock Purchase Agreement under the Restricted Stock Plan (Incorporated by Reference from Registrant's Registration Statement No. 33-54171, filed June 17, 1994). 4(m) Form of Notice of Grant of Stock Option and Grant Agreement for incentive stock option grants under the Stock Option Plan (1974)(Incorporated by Reference from Registrant's Registration Statement No. 33-54171, filed June 17, 1994). 4(n) Form of Option Agreement under the Stock Option Plan (1974) relating to a stock option granted to a non-employee director of Amdahl. (Incorporated by Reference from Registrant's Registration Statement No.33-54171, filed June 17, 1994). 4(o) Form of Automatic/Non-Employee Director Grant Non-Qualified Stock Option Agreement under the Stock Option Plan (1974) (Incorporated by Reference from Registrant's Registration Statement No. 33-54171, filed June 17, 1994). 4(p) Form of Notice of Grant of Stock Option and Grant Agreement for U.K. Approved stock option grants under the Stock Option Plan (1974)(Incorporated by Reference from Registrant's Registration Statement No. 33-54171, filed June 17, 1994). 4(q) Form of Notice of Grant of Stock Option and Grant Agreement for Irish Approved stock option grants under the Stock Option Plan (1974)(Incorporated by Reference from Registrant's Registration Statement No. 33-54171, filed June 17, 1994). 4(r) Form of Stock Option Agreement for repriced options under the Stock Option Plan (1974)(Incorporated by Reference from Registrant's Registration Statement No. 33-54171, filed June 17, 1994). 4(s) Form of Stock Option Agreement for repriced options under the Stock Option Plan (1974)(Incorporated by Reference from Registrant's Registration Statement No. 33-54171, filed June 17, 1994). 4(t) Form of Approved Irish Stock Option Agreement for repriced options under the Stock Option Plan (1974)(Incorporated by Reference from Registrant's Registration Statement No. 33-54171, filed June 17, 1994). 4(u) Form of Approved U.K. Stock Option Agreement for repriced options under the Stock Option Plan (1974)(Incorporated by Reference from Registrant's Registration Statement No. 33-54171, filed June 17, 1994). 4(v) Form of Notice of Grant of Stock Option and Grant Agreement for Non-Qualified Stock Option Grants under the Stock Option Plan (1971), Stock Option Plan (1974) and Non-Qualified Stock Option Plan (1982)(Incorporated by Reference from Registrant's Registration Statement No. 33-54171, filed June 17, 1994). 4(w) Form of Addendum to Stock Option Agreement under the Stock Option Plan (1971), Stock Option Plan (1974) and Non- Qualified Stock Option Plan (1982)(Incorporated by Reference from Registrant's Registration Statement No. 33-54171, filed June 17, 1994). 23(a)Consent of Counsel 23(b)Consent of Independent Public Accountants 24 Power of Attorney Item 9. Undertakings A. The undersigned Registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement (i) to include any prospectus required by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement, and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to section 132 or Section 15(d) of the 1934 Act that are incorporated by reference into this Registration Statement; (2) that for the purpose of determining any liability under the 1933 Act each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such at that time shall be deemed to be the initial bona fide offering thereof; and (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold upon the termination of the Registrant's 1994 Plan. B. Incorporated by Reference from Registrant's Registration Statement No. 33-54171, filed June 17, 1994. C. Incorporated by Reference from Registrant's Registration Statement No. 33-54171, filed June 17, 1994. 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 Sunnyvale, State of California, on this 25th day of March, 1996. AMDAHL CORPORATION By /s/ John C. Lewis ------------------- John C. Lewis Chairman of the Board, Chief Executive Officer and President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date - --------- ----- ---- /s/John C. Lewis Chairman of the Board March 25, 1996 - ------------------ Chief Executive Officer E. Joseph Zemke and President (Principal Executive Officer) /s/Ernest B. Thompson Vice President and March 25, 1996 - --------------------- Controller Ernest B. Thompson (Principal Accounting Officer) /s/Bruce J. Ryan Executive Vice March 25, 1996 - ---------------- President, Chief Bruce J. Ryan Financial Officer and Corporate Secretary (Principal Financial Officer) Keizo Fukagawa* Director - ----------------- Keizo Fukagawa Michael R. Hallman* Director - ------------------- Michael R. Hallman E.F. Heizer, Jr.* Director - ------------------- E.F. Heizer, Jr. Kazuto Kojima* Director - ---------------- Kazuto Kojima Burton G. Malkiel* Director - -------------------- Burton G. Malkiel George R. Packard* Director - -------------------- George R. Packard Walter B. Reinhold* Director - --------------------- Walter B. Reinhold Takamitsu Tsuchimoto* Director - ----------------------- Takamitsu Tsuchimoto J. Sidney Webb* Director - ----------------- J. Sidney Webb * By: /s/Bruce J. Ryan Attorney in Fact March 25, 1996 ---------------- Bruce J. Ryan EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 23(a) Consent of Counsel 23(b) Consent of Independent Public Accountants 24 Power of Attorney EX-23 2 Exhibit 23 (a) March 22, 1996 Amdahl Corporation 1250 East Arques Avenue Sunnyvale, CA 94088-3470 Re: Amdahl Corporation Registration Statement for Offering of 592,731 Shares of Common Stock Gentlemen: In connection with the registration under the Securities Act of 1933, as amended, on a Form S-8 registration statement to be filed with the Securities and Exchange Commission on March 25, 1996 (the "Registration Statement"), of 592,731 shares of common stock, par value of $0.05 per share, of Amdahl Corporation, which are to be offered and sold under the Amdahl Corporation 1994 Stock Incentive Plan ("1994 Plan"), I advise you that in my opinion when the 592,731 shares of such common stock that are issuable pursuant to a Stock Issuance Program or issuable upon exercise of options granted or to be granted under the 1994 Plan have been issued and sold in accordance with and as described in the Registration Statement, such shares will be legally issued, fully paid and nonassessable shares of common stock of Amdahl Corporation. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, G. Gregory Handschuh General Counsel and VP Legal Affairs EX-23 3 Exhibit 23(b) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated January 24, 1996 included (or incorporated by reference) in Amdahl Corporation's Form 10-K for the fiscal year ended December 29, 1995. Arthur Andersen LLP San Jose, California March 21, 1996 EX-24 4 Exhibit 24 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: That the undersigned officers and directors of Amdahl Corporation, a Delaware corporation, do hereby constitute and appoint E. Joseph Zemke and Bruce J. Ryan and each of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and either one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre- effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or either of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts. IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date - --------- ------ ---- /s/E. Joseph Zemke President, Chief February 8, 1996 - ------------------ Executive Officer and E. Joseph Zemke Director (Principal Executive Officer) /s/Bruce J. Ryan Senior Vice President, February 8, 1996 - --------------------- Chief Financial Officer and Bruce J. Ryan and Corporate Secretary (Principal Financial Officer) /s/Ernest B. Thompson Vice President and February 8, 1996 - --------------------- Controller (Principal Ernest B. Thompson Accounting Officer) /s/John C. Lewis Chairman of the Board February 8, 1996 - ---------------- of Directors John C. Lewis /s/Keizo Fukagawa Director February 8, 1996 - ----------------- Keizo Fukagawa /s/Michael R. Hallman Director February 8, 1996 - --------------------- Michael R. Hallman /s/E. F. Heizer, Jr. Director February 8, 1996 - -------------------- E. F. Heizer, Jr. /s/Kazuto Kojima Director February 8, 1996 - ---------------- Kazuto Kojima /s/Burton G. Malkiel Director February 8, 1996 - -------------------- Burton G. Malkiel /s/George R. Packard Director February 8, 1996 - -------------------- George R. Packard /s/Walter B. Reinhold Director February 8, 1996 - --------------------- Walter B. Reinhold /s/Takamitsu Tsuchimoto Director February 8, 1996 - ----------------------- Takamitsu Tsuchimoto /s/J. Sidney Webb Director February 8, 1996 - ----------------- J. Sidney Webb -----END PRIVACY-ENHANCED MESSAGE-----