-----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, BlIYlq9SE1MIJKxVh6sKmyXSZ8JHHuZJuQAFY5+M5/AVNm56aS6PkyoZjyVYjwjd 23nqvwrPD3jDjJ26oRWEWw== 0000922409-95-000005.txt : 19950608 0000922409-95-000005.hdr.sgml : 19950608 ACCESSION NUMBER: 0000922409-95-000005 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950131 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: STRATUS COMPUTER INC CENTRAL INDEX KEY: 0000723610 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 042697554 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-77764 FILM NUMBER: 95504210 BUSINESS ADDRESS: STREET 1: 55 FAIRBANKS BLVD CITY: MARLBORO STATE: MA ZIP: 01752 BUSINESS PHONE: 5084602000 MAIL ADDRESS: STREET 1: 55 FAIRBANKS BLVD CITY: MARLBORO STATE: MA ZIP: 01752 424B3 1 Rule 424(b)(3) Registration No. 33-77764 PROSPECTUS 410,607 SHARES STRATUS COMPUTER, INC. COMMON STOCK ________________ The 410,607 shares of Common Stock, $.01 par value per share (the "Common Stock"), of Stratus Computer, Inc. (the "Company") covered by this Prospectus (the "Shares") are being offered by certain holders of the Company's Common Stock (the "Selling Shareholders"). The Selling Shareholders and their agents, donees, distributees, pledgees and other successors in interest may sell the Shares from time to time in one or more transactions. The Shares may be sold on the New York Stock Exchange, the Boston Stock Exchange, the Chicago Stock Exchange, or otherwise, at market prices then prevailing or in negotiated transactions. The Shares may also be sold pursuant to option, hedging or other trasnactions with broker-dealers. The Shares may also be offered in one or more underwritten offerings. The underwriters in an underwritten offering, if any, and the terms and conditions of any such offering will be described in a supplement to this Prospectus. For information regarding the Selling Shareholders and the plan of distribution of the Shares offered hereby, see "Selling Shareholders" and "Plan of Distribution." The Company will not receive any of the proceeds from the sale of the Shares by the Selling Shareholders. See "Use of Proceeds". The Common Stock of the Company is listed on the New York Stock Exchange, the Boston Stock Exchange and the Chicago Stock Exchange under the symbol "SRA." On January 27, 1995, the last reported sale price of Common Stock on the New York Stock Exchange was $28.375 per share. ________________ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this Prospectus is January 30, 1995. AVAILABLE INFORMATION The Company has filed with the Securities and Exchange Commission (the "Commission" or "SEC") a registration statement on Form S-3 (herein, with all amendments and exhibits thereto, referred to as the "Registration Statement" under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Stock offered hereby. This Prospectus does not contain all the information set forth in the Registration Statement, certain items of which are omitted in accordance with the rules and regulations of the Commission. The omitted information may be inspected and copied, at prescribed rates, at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. For further information with respect to the Company and the Shares offered hereby, reference is made to the Registration Statement and the documents incorporated by reference therein. See "Incorporation of Certain Documents by Reference" herein. The Company is subject to the informational requirements of the Securities Exchange Act of 1934 (the "Exchange Act"), and in accordance therewith, files reports and other information with the Commission. Such reports, proxy statements and other information filed with the Commission can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the Commission's New York Regional Office at 7 World Trade Center, 13th Floor, New York, New York 10007, and the Chicago Regional Office at 500 West Madison Street, Room 3190, Chicago, Illinois 60661. Copies of such material can be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. The Company's Common Stock is listed on the New York Stock Exchange at 20 Broad Street, New York, New York 10005, where reports, proxy materials and other information concerning the Company can also be inspected. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed by the Company with the Commission pursuant to the Exchange Act are incorporated by reference in this Prospectus: 1. The Company's Annual Report on Form 10-K for the year ended January 2, 1994. 2. The Company's Quarterly Reports on Form 10-Q for each of the quarters ending April 3, July 3, and October 2, 1994. 3. The description of the Company's Common Stock, which is incorporated by reference to the Company's reports on Form 8-A filed with the SEC on April 27, 1984 and December 6, 1990 (SEC File No. 0-12064), including all amendments and reports amending such description. All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to the termination of this offering shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of filing of such documents. Any statement contained in this Prospectus, any Prospectus supplement or in a document incorporated or deemed to be incorporated by reference shall be deemed to be modified or superseded to the extent that a statement contained in any Prospectus supplement or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein or therein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part hereof. The Company will provide without charge to each person, including any beneficial owner, to whom a copy of this Prospectus has been delivered, upon the written or oral request of such person, a copy of any or all of the documents which are incorporated by reference in this Prospectus, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to Robert E. Donahue, Vice President, Finance and Chief Financial Officer, Stratus Computer, Inc., 55 Fairbanks Boulevard, Marlborough, Massachusetts 01752. Telephone (508) 460-2000. Certain information contained in this Prospectus summarizes, is based upon, or refers to, information and financial statements, contained in one or more documents incorporated or deemed to be incorporated by reference in this Prospectus; accordingly, such information contained herein is qualified in its entirety by reference to such documents and should be read in conjunction therewith. THE COMPANY The principal executive offices of the Company are located at 55 Fairbanks Boulevard, Marlborough, Massachusetts 01759 (Telephone: (508) 460-2000). USE OF PROCEEDS The Company will not receive any of the proceeds from the sale of the Shares by the Selling Shareholders. SELLING SHAREHOLDERS Set forth below, with respect to each Selling Shareholder, is the number of shares of Common Stock owned on January 27, 1995, the number of Shares offered pursuant to this Prospectus and the number of shares to be owned after completion of the offering (assuming the sale of all Shares offered hereunder).
Total No. of Shares No. of Shares Owned Owned on No. of Shares to be After Completion of the Name January 27, 1995 Offered or Sold Offering (1) ____ ________________ ___________________ _____________________ Kenneth P. Birman 268,327 258,327 10,000 Robert C. B. Cooper 93,340 85,840 7,500 Richard Moran 32,565 25,065 7,500 Keith A. Marzullo 7,000(2) 7,000 0 Keith A. Marzullo 26,856 28,856 0 Charitable Remainder Unitrust Trust Bradford B. Glade 10,519 7,519 3,000
________________ (1) Consists, in each case, entirely of shares subject to currently exercisable options. (2) Includes the 26,856 Shares held of record by the Keith A. Marzullo Charitable Remainder Unitrust Trust (the "Trust"), of which Mr. Marzullo and his wife are trustees and income recipients and which is the donee of Shares offered pursuant to this Prospectus which were previously held by Mr. Marzullo. The Shares were acquired by the Selling Shareholders (other than the Trust) on December 17, 1993 in connection with the acquisition by the Company of ISIS Distributed Systems, Inc. ("ISIS"). Messrs. Birman, Glade, Moran and Cooper are all employees of ISIS, a wholly-owned subsidiary of the Company. Mr. Marzullo is a former employee of ISIS. PLAN OF DISTRIBUTION The Selling Shareholders and their agents, donees, distributees, pledgees and other successors in interest may, from time to time, offer for sale or sell or distribute the Shares to be offered by them hereby (a) in transactions executed on the New York Stock Exchange, the Boston Stock Exchange, the Chicago Stock Exchange, or other exchanges on which the Shares may be traded, through registered broker-dealers (who may act as principals, pledgees or agents) pursuant to unsolicited orders or offers to buy, (b) in negotiated transactions, or (c) through other means. The Shares may be sold from time to time in one or more transactions at market prices prevailing at the time of sale, or a fixed offering price, which may be changed, or at varying prices determined at the time of sale or at negotiated prices. Such prices will be determined by a Selling Shareholder or by agreement between a Selling Shareholder and his underwriters, dealers, brokers or agents. The Shares may also be offered in one or more underwritten offerings. The underwriters in an underwritten offering, if any, and the terms and conditions of any such offering will be described in a supplement to this Prospectus. In connection with the distribution of the Shares, the Selling Shareholders may enter into hedging or other option transactions with broker-dealers in connection with which, among other things, such broker-dealers may engage in short sales of the Shares pursuant to this Prospectus in the course of hedging the positions they assume with the Selling Shareholders. The Selling Shareholders may also sell Shares short pursuant to this Prospectus and deliver the Shares to close out such short positions. The Selling Sharesholders may also enter into option or other transactions with broker-dealers which may result in the delivery of Shares to such broker-dealers who may sell such Shares pursuant to this Prospectus. The Selling Shareholders may also pledge the Shares to a broker-dealer and upon default the broker-dealer may effect the sales of the pledged Shares pursuant to this Prospectus. Any underwriters, dealers, brokers or agents participating in the distribution of the Shares may receive compensation in the form of underwriting discounts, concessions, commissions or fees from a Selling Shareholder and/or purchasers of Shares, for whom they may act. Such discounts, concessions, commissions or fees will not exceed those customary for the type of transactions involved. In addition, a Selling Shareholder and any such underwriters, dealers, brokers or agents that participate in the distribution of Shares may be deemed to be underwriters under the Securities Act, and any profits on the sale of Shares by them and any discounts, commissions or concessions received by any of such persons may be deemed to be underwriting discounts and commissions under the Securities Act. Those who act as underwriter, broker, dealer or agent in connection with the sale of the Shares will be selected by a Selling Shareholder and may have other business relationships with the Company and its subsidiaries or affiliates in the ordinary course of business. The Company has agreed to indemnify the Selling Shareholders and each underwriter, if any, against certain liabilities, including liabilities under the Securities Act. INTERESTS OF NAMED EXPERTS AND COUNSEL The legality of the Common Stock offered hereby is being passed upon for the Company by Choate, Hall & Stewart, Boston, Massachusetts. Richard N. Hoehn, a partner of Choate, Hall & Stewart, is an assistant clerk of the Company. _______________________________ No dealer, salesman or any other person has been authorized to give any information or to make any representations not contained in this Prospectus, and, if given or made, such information or representations must not be relied upon as having been authorized by the Company or any of the Underwriters. This Prospectus does not constitute an offer of any securities other than those to which it relates or an offer to sell, or a solicitation of an offer to buy, to any person in any jurisdiction where such an offer or solicitation would be unlawful. Neither the delivery of this Prospectus nor any sale hereunder shall, under any circumstances, create any implication that the information contained herein is correct as of any time subsequent to the date hereof. _____________ 410,607 Shares STRATUS COMPUTER, INC. COMMON STOCK _____________ PROSPECTUS JANUARY 30, 1995 _______________________________ -----END PRIVACY-ENHANCED MESSAGE-----