-----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, WdzRnsxdDFCRPM0VAFYzftNMR+dsofKTjE6X30d5IglYeh9V47gM3V7+09flEjb9 xmtmaccqENISuxy2DvDe+g== 0000912057-99-003332.txt : 19991104 0000912057-99-003332.hdr.sgml : 19991104 ACCESSION NUMBER: 0000912057-99-003332 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991103 EFFECTIVENESS DATE: 19991103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SILICON GRAPHICS INC /CA/ CENTRAL INDEX KEY: 0000802301 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 942789662 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-90263 FILM NUMBER: 99740549 BUSINESS ADDRESS: STREET 1: 2011 N SHORELINE BLVD STREET 2: MS 6U-710 CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043-1389 BUSINESS PHONE: 4159601980 MAIL ADDRESS: STREET 1: 2011 N SHORELINE BLVD STREET 2: POST OFFICE BOX 7311 MS 6U-710 CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043-1389 S-8 1 S-8 As filed with the Securities and Exchange Commission on November 3, 1999. Registration No. ____________ SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 SILICON GRAPHICS, INC. (Exact name of registrant as specified in its charter) Delaware 94-2789662 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 1600 Amphitheatre Parkway, Mountain View, California 94043-1351 (Address of principal executive offices and zip code) 1998 EMPLOYEE STOCK PURCHASE PLAN (Full title of the plan) SANDRA ESCHER Vice President and General Counsel SILICON GRAPHICS, INC. 1600 Amphitheatre Parkway Mountain View, California 94043-1351 (650) 960-1980 (Name, address and telephone number of agent for service)
Calculation of Registration Fee - ------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------- Title of Securities to Amount to be Proposed maximum offering Proposed maximum Amount of be registered registered (1) price per unit (2) aggregate offering price registration fee - ------------------------------------------------------------------------------------------------------------------- Common Stock, $0.001 3,893,136 shares $7.53 29,315,314 $8,149.66 par value - ------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------
(1) Excludes shares reserved under the 1998 Employee Stock Purchase Plan which were registered previously on a Registration Statement on Form S-8 (No. 333-76445). (2) Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee based upon the average of the high and low prices of the Common Stock as reported on the New York Stock Exchange as of October 27, 1999. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents and information heretofore filed by Silicon Graphics, Inc. (the "Company") with the Securities and Exchange Commission are hereby incorporated by reference: (a) The Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1999, filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (b) The description of the Company's Common Stock to be offered hereby which is contained in its Registration Statement on Form 8-B filed March 16, 1990 pursuant to Section 12 of the Exchange Act. (c) The description of the Company's Preferred Shares Purchase Rights contained in the Company's Registration Statement on Form 8-A, as amended on Form 8-A/A, filed November 1, 1995, pursuant to Section 12(b) of the Exchange Act. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing such documents. Item 4. DESCRIPTION OF SECURITIES. Not Applicable. Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not Applicable. Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation's Board of Directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1993, as amended (the "Securities Act"). Further, in accordance with the Delaware General Corporation Law, the Company's Certificate of Incorporation eliminates the liability of a director of the Company to the Company and its stockholders for monetary damages for breaches of such director's fiduciary duty of care in certain instances. Article VI of the Bylaws of the Company provides for indemnification of certain agents to the maximum extent permitted by the Delaware General Corporation Law. Persons covered by this indemnification provision include current and former directors, officers, employees and other agents of the Company, as well as persons who serve at the request of the Company as directors, officers, employees or agents of another enterprise. II-1 In addition, the Company has entered into contractual agreements with each director and certain officers designated by the Board to indemnify such individuals to the full extent permitted by law. These agreements also resolve certain procedural and substantive matters that are not covered, or are covered in less detail, in the Bylaws or by the Delaware General Corporation Law. Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. Item 8. EXHIBITS. The following Exhibits are filed as part of, or incorporated by reference into, this Registration Statement: 4.1* 1998 Employee Stock Purchase Plan. 5.1 Opinion of counsel as to legality of securities being registered. 23.1 Consent of Ernst & Young LLP, Independent Auditors (see page II-6). 23.2 Consent of Counsel (contained in Exhibit 5.1). 24.1 Power of Attorney (see page II-5). ------------------- * Incorporated by reference to exhibits to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 1999. 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 to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) That, for the purpose of determining any liability under the Securities 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 securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. B. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-2 C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the Delaware General Corporation Law, the Company's Certificate of Incorporation, the foregoing Bylaw provisions or the Company's indemnification agreements, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, the Company will, unless in the opinion of its counsel the question has already been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant, Silicon Graphics, Inc., a corporation organized and existing under the laws of the State of Delaware, 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 Mountain View, State of California, on November 1, 1999. SILICON GRAPHICS, INC. By: /s/ Robert R. Bishop -------------------------- Robert R. Bishop Chairman and Chief Executive Officer II-4 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert R. Bishop, Steven J. Gomo and William M. Kelly jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any 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, hereby ratifying and confirming all that each of said attorneys-in-fact, or his 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 dates indicated.
Signature Title Date - --------------------------------------------- ------------------------------------- ------------------------------- /s/ Robert R. Bishop Chairman of the Board and Chief November 1, 1999 - ---------------------------------------- Executive Officer Robert R. Bishop (Principal Executive Officer) /s/ Steven J. Gomo Senior Vice President, and Chief November 1, 1999 - ---------------------------------------- Financial Officer Steven J. Gomo (Principal Financial Officer) /s/ Betsy Rafael Vice President, Corporate Controller November 1, 1999 - ---------------------------------------- (Principal Accounting Officer) Betsy Rafael /s/ C. Richard Kramlich Director November 1, 1999 - ---------------------------------------- C. Richard Kramlich /s/ Robert A. Lutz Director November 1, 1999 - ---------------------------------------- Robert A. Lutz /s/ James A. McDivitt Director November 1, 1999 - ---------------------------------------- James A. McDivitt /s/ Lucille Shapiro Director November 1, 1999 - ---------------------------------------- Lucille Shapiro /s/ Robert B. Shapiro Director November 1, 1999 - ---------------------------------------- Robert B. Shapiro
II-5 Consent of Ernst & Young LLP, Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 1998 Employee Stock Purchase Plan of Silicon Graphics, Inc. of our reports dated July 20, 1999, with respect to the consolidated financial statements of Silicon Graphics, Inc. incorporated by reference in its Annual Report (Form 10-K) for the year ended June 30, 1999 and the related financial statement schedule included therein, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Palo Alto, California October 29, 1999 II-6 INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION 4.1* 1998 Employee Stock Purchase Plan. 5.1 Opinion of counsel as to legality of securities being registered. 23.1 Consent of Ernst & Young LLP, Independent Auditors (see page II-6) 23.2 Consent of Counsel (contained in Exhibit 5.1) 24.1 Power of Attorney (see page (II-5) * Incorporated by reference to exhibits to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 1999. - ------------------- II-7 EX-5.1 2 EXHIBIT 5.1 Exhibit 5.1 November 1, 1999 Silicon Graphics, Inc. 1600 Amphitheatre Parkway Mountain View, CA 94043-1351 Re: REGISTRATION STATEMENT ON FORM S-8 Ladies and Gentlemen: I have examined the Registration Statement on Form S-8 to be filed by Silicon Graphics, Inc. (the "Company") with the Securities Exchange Commission on or about November 1, 1999 (the "Registration Statement"), in connection with the registration under the Securities Act of 1933, as amended, of 3,893,136 shares of the Company's common stock, par value $0.001 per share, to be issued pursuant to the 1998 Employee Stock Purchase (the "Plan Shares"). I have examined the proceedings taken and proposed to be taken in connection with the issuance and sale of the Plan Shares to be issued under such plan. It is my opinion that, upon completion of the proceedings being taken or contemplated to be taken prior to the issuance of the Plan Shares pursuant to the plan, and upon completion of the proceedings being taken in order to permit such transactions to be carried out in accordance with the securities laws of the various states where required, the Plan Shares will be legally and validly issued, fully-paid and non-assessable. I consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of my name wherever appearing in the Registration Statement and any amendments thereto. Sincerely, /s/ Sandra Escher Sandra Escher Vice President and General Counsel -----END PRIVACY-ENHANCED MESSAGE-----