-----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, MUQhIuPXJ/BiCbEy9cFTaRQzF4BUlyQk5Y89dlYyEuijsTmuWtOq/Fm3jFwQz7/n DDYVcVaNE3dBIhggSxeGKw== 0000929624-97-001168.txt : 19971007 0000929624-97-001168.hdr.sgml : 19971007 ACCESSION NUMBER: 0000929624-97-001168 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971006 SROS: NYSE 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-3/A SEC ACT: SEC FILE NUMBER: 333-35439 FILM NUMBER: 97691451 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-3/A 1 FORM S-3, AMENDMENT #2 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 6, 1997 REGISTRATION NO. 333-35439 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- AMENDMENT NO. 2 TO FORM S-3 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 NO.) 2011 N. SHORELINE BLVD. MOUNTAIN VIEW, CALIFORNIA 94043-1389 (650) 960-1980 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) --------------- SANDRA M. ESCHER DIRECTOR, CORPORATE LEGAL SERVICES SILICON GRAPHICS, INC. 2011 N. SHORELINE BLVD. MOUNTAIN VIEW, CALIFORNIA 94043-1389 (650) 960-1980 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) --------------- COPY TO: WILLIAM H. HINMAN, JR. SHEARMAN & STERLING 555 CALIFORNIA STREET SAN FRANCISCO, CALIFORNIA 94104 (415) 616-1100 --------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434 please check the following box. [_] --------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- PROSPECTUS 2,965,224 SHARES SILICON GRAPHICS, INC. [LOGO] COMMON STOCK (PAR VALUE $0.001 PER SHARE) This Prospectus relates to an aggregate of 2,965,224 shares (including the associated preferred share purchase rights, the "Shares") of common stock, par value $0.001 per share (the "Common Stock"), of Silicon Graphics, Inc. (the "Company") which may be offered and sold from time to time by certain stockholders of the Company (the "Selling Stockholders"). See "Selling Stockholders". The Shares were acquired by the Selling Stockholders in connection with the Company's acquisition of ParaGraph International, Inc. ("ParaGraph") on September 30, 1997. See "The ParaGraph Acquisition." ---------------- 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 Shares may be offered for sale by the Selling Stockholders from time to time on the New York Stock Exchange (the "NYSE"), in the over-the-counter market, in privately negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The Shares may be sold by the Selling Stockholders directly to purchasers or through agents, underwriters or dealers. See "Selling Stockholders" and "Plan of Distribution". If required, the names of any such agents or underwriters involved in the sale of the Shares in respect of which this Prospectus is being delivered and the applicable agent's commission, dealer's purchase price or underwriter's discount, if any, will be set forth in an accompanying supplement to this prospectus (a "Prospectus Supplement"). The Selling Stockholders will receive all of the net proceeds from the sale of the Shares and will pay all underwriting discounts and selling commissions, if any, applicable to the sale of the Shares. The Company is responsible for payment of all other expenses incident to the offer and sale of the Shares. The Selling Stockholders and any broker/dealers, agents or underwriters that participate in the distribution of the Shares may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), and any commissions, discounts or concessions received by them and any profit on the resale of the Shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. The Common Stock is listed on the NYSE under the symbol "SGI". On September 30, 1997, the last sale price of the Common Stock, as reported on the composite tape for issues listed on the NYSE, was $26.25 per share. The date of this Prospectus is October 1, 1997. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements, and other information with the Securities and Exchange Commission (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 Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's Regional Offices at Seven World Trade Center, 13th Floor, New York, New York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material also can be obtained from the Public Reference Section of the Commission, Washington, D.C. 20549 at prescribed rates. Such reports, proxy statements and other information can also be inspected at the offices of the National Association of Securities Dealers, Inc. at 1735 K Street, N.W., Washington, D.C. 20006. The Commission maintains a World Wide Web site that contains reports, proxy and information statements and other information regarding registrants, such as the Company, that file electronically with the Commission. The address of the site is http://www.sec.gov. The Common Stock is listed on the New York Stock Exchange and the Pacific Stock Exchange. Reports, proxy and information statements and other information concerning the Company can be inspected and copied at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005 and at the offices of the Pacific Stock Exchange, 115 Sansome Street, 3rd Floor, San Francisco, California 94104. The Company has filed with the Commission a registration statement on Form S-3 (herein, together with all amendments and exhibits, referred to as the "Shelf Registration Statement") under the Securities Act with respect to the offering of the Common Stock made hereby. This Prospectus does not contain all of the information set forth in the Shelf Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. For further information with respect to the Company and the Common Stock, reference is hereby made to the Shelf Registration Statement. Statements contained in this Prospectus as to the contents of any contract or other document referred to are not necessarily complete, and in each instance reference is made to the copy of such contract or other document filed as an exhibit to the Shelf Registration Statement, each such statement being qualified in all respects by such reference. A copy of the Shelf Registration Statement may be inspected without charge at the offices of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 and copies of all or any part thereof may be obtained from the Public Reference Section of the Commission upon the payment of the fees prescribed by the Commission. In addition, copies of the Shelf Registration Statement may be obtained from the Commission's World Wide Web site at http://www.sec.gov. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents have been filed by the Company with the Commission and are incorporated herein by reference (Commission File No. 1-10441): 1. The Company's Annual Report on Form 10-K and amendment thereto on Form 10-K/A, for the fiscal year ended June 30, 1997. 2. The Company's Current Report on Form 8-K filed on October 6, 1997. 3. The description of the Company's common stock contained in its registration statement filed on Form 8-A filed March 16, 1990, and the description of the Company's Preferred Share Purchase Rights contained in its Form 8-A filed on November 12, 1992, as amended by an amendment on Form 8-A/A filed on July 20, 1995. 2 All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the filing of this Shelf Registration Statement and prior to the end of Offering of the Shares shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the dates of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. ---------------- THIS PROSPECTUS INCORPORATES BY REFERENCE DOCUMENTS WHICH ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS (WITHOUT EXHIBITS, UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE) ARE AVAILABLE WITHOUT CHARGE UPON REQUEST. REQUESTS FOR DOCUMENTS SHOULD BE DIRECTED TO SILICON GRAPHICS, INC., 2011 N. SHORELINE BLVD., MOUNTAIN VIEW, CALIFORNIA 94039-7311, ATTENTION: INVESTOR RELATIONS (TELEPHONE: (650) 933-2607). SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS Certain matters discussed in the documents incorporated herein by reference may constitute forward-looking statements and as such may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed in the Company's Annual and Quarterly Reports filed with the Commission. 3 THE COMPANY The Company is a leader in high-performance computing. The Company's broad range of workstations and graphics servers deliver advanced 3D graphics and computing capabilities for engineering and creative professionals. Silicon Graphics(R) and Cray(R) Research-branded servers are the market leaders in technical computing applications. The Company's highly scalable servers also have a growing presence in the enterprise market, with a particular emphasis on Internet, large corporate data and telecommunications applications. The Company's MIPS Group designs and markets the world's highest volume computer RISC microprocessors. The Company also markets applications software targeted at engineering and creative professionals in the digital content creation and manufacturing sectors. The Company was originally incorporated as a California corporation in November 1981 and reincorporated in Delaware in January 1990. The principal executive offices of the Company are located at 2011 N. Shoreline Blvd., Mountain View, California 94043-1389 and its telephone number at that address is (650) 960-1980. THE PARAGRAPH ACQUISITION On September 30, 1997, the Company acquired all of the outstanding shares of ParaGraph pursuant to an agreement and plan of merger and reorganization dated as of May 14, 1997 (as amended, the "Merger Agreement") among the Company, ParaGraph Acquisition Corporation, ParaGraph and certain stockholders of ParaGraph. ParaGraph, which was headquartered in Campbell, California, makes three-dimensional Internet software for personal computers. Pursuant to the Merger Agreement, the Company issued the Shares to the Selling Stockholders pursuant to exemptions from registration under the Securities Act. The terms of the Merger Agreement require the Company to file a shelf registration statement covering the Shares. The Shelf Registration Statement of which this Prospectus is a part constitutes such required shelf registration statement. USE OF PROCEEDS The Selling Stockholders will receive all of the net proceeds from the offering of the Shares hereby. Accordingly, the Company will not receive any proceeds from the sale of the Shares. 4 SELLING STOCKHOLDERS The following table sets forth certain information with respect to the beneficial ownership of the Common Stock by the Selling Stockholders as of September 30, 1997, as reported to the Company by the Selling Stockholders, the number of Shares being offered by the Selling Stockholders and the amount and percentage of the Common Stock to be owned beneficially by the Selling Stockholders following this offering, assuming all Shares offered hereby are sold.
SHARES OF COMMON SHARES OF COMMON STOCK BENEFICIALLY STOCK BENEFICIALLY OWNED PRIOR TO THE NUMBER OF OWNED AFTER THE OFFERING SHARES OF OFFERING NAME OF SELLING --------------------- COMMON -------------------- STOCKHOLDER NUMBER PERCENTAGE(1) STOCK OFFERED NUMBER PERCENTAGE(1) --------------- ------- ------------- ------------- ------ ------------- Katz Family Limited Partnership............ 490,672 * 490,672 0 * ParaGraph International Employee Benefit Trust. 367,232 * 367,232 0 * Pachikov Kondratieva Family Partners, L.P... 365,263 * 365,263 0 * Stepan Pachikov......... 352,218 * 352,218 0 * Margaret K. Cann Charitable Revocable Unitrust............... 125,233 * 125,233 0 * Martin J. Katz Charitable Revocable Unitrust............... 125,233 * 125,233 0 * Gregory W. Slayton...... 104,361 * 104,361 0 * Pearlman Family Limited Partnership............ 97,923 * 97,923 0 * Guberman Family Revocable Trust........ 73,052 * 73,052 0 * Ilia Lossev............. 73,052 * 73,052 0 * Andrei Skaldin.......... 73,052 * 73,052 0 * Edouard Talnykine....... 71,748 * 71,748 0 * Stephen Ardron.......... 52,180 * 52,180 0 * Regis McKenna........... 49,997 * 31,308 18,689 * Aron B. Katz Charitable Revocable Unitrust..... 41,744 * 41,744 0 * Phyllis A. Katz Charitable Revocable Unitrust............... 41,744 * 41,744 0 * Aron B. Katz 1995 Irrevocable Trust...... 41,744 * 41,744 0 * Phyllis A. Katz 1995 Irrevocable Trust...... 41,744 * 41,744 0 * Michael Riemer.......... 40,856 * 40,856 0 * Abel Aganbegian......... 31,308 * 31,308 0 * Delbert D. Bailey & Donna G. Crane-Bailey TTEE Bailey Family Trust dated June 12, 1997................... 25,655 * 25,655 0 * Disney Online........... 23,275 * 23,275 0 * Brian Bundy............. 23,263 * 23,263 0 * Leonid Kitainik......... 20,872 * 20,872 0 * Leonid Kuznetsov........ 20,872 * 20,872 0 * Alexander Pashintsev.... 20,872 * 20,872 0 * Gene Feroglia........... 19,567 * 19,567 0 * R&D Associates, LLC..... 12,001 * 12,001 0 * Vladislav Poliakov...... 11,686 * 11,686 0 * Esther Dyson............ 10,436 * 10,436 0 * Garry Kasparov.......... 10,436 * 10,436 0 * Valery Makarov.......... 10,436 * 10,436 0 * Leonid Malkov........... 10,436 * 10,436 0 * Howard Maierhofer....... 9,131 * 9,131 0 * Michele Rueckert........ 8,792 * 8,792 0 * Ilya Poluektov.......... 7,609 * 7,609 0 * Sergey Arutiunov........ 6,305 * 6,305 0 * Igor Bazdyrev........... 4,891 * 4,891 0 * Serguei Osokine......... 4,891 * 4,891 0 * Evgueni Tchetchetkine... 4,891 * 4,891 0 *
5
SHARES OF COMMON SHARES OF COMMON STOCK BENEFICIALLY STOCK BENEFICIALLY OWNED PRIOR TO THE NUMBER OF OWNED AFTER THE OFFERING SHARES OF OFFERING NAME OF SELLING -------------------- COMMON -------------------- STOCKHOLDER NUMBER PERCENTAGE(1) STOCK OFFERED NUMBER PERCENTAGE(1) --------------- ------ ------------- ------------- ------ ------------- Laverne S. del Rosario.. 4,196 * 4,196 0 * Daniel Arthur Stevens... 4,000 * 4,000 0 * Yuri Ardulov............ 3,668 * 3,668 0 * Vladimir Iakovlev....... 3,739 * 3,739 0 * Christopher Caen........ 2,826 * 2,826 0 * Oleg Efimov............. 2,690 * 2,690 0 * James L. Till........... 2,663 * 2,663 0 * Sergey Gitman........... 2,646 * 2,446 200 * Mikhail Ovsiannikov..... 2,446 * 2,446 0 * Mikhail Ryleev.......... 2,337 * 2,337 0 * Boris Gorbatov.......... 2,119 * 2,119 0 * Alexandre Barilov....... 2,011 * 2,011 0 * Alexandre Kravtchenko... 2,006 * 1,956 50 * Paula K. Baker.......... 1,758 * 1,758 0 * Stuart M. Leudan........ 1,758 * 1,758 0 * Richard Stauter......... 1,758 * 1,758 0 * Natalia Bagotskaya...... 1,695 * 1,695 0 * John Poluektov.......... 1,521 * 1,521 0 * Dmitri Koubenski........ 1,250 * 1,250 0 * Sergei Dobrokhotov...... 978 * 978 0 * Titiana Kvitka.......... 978 * 978 0 * Gene Ruda............... 913 * 913 0 * Mary Ann Golay.......... 879 * 879 0 * Patricia Jean Hogan..... 879 * 879 0 * Anne P. Livingston...... 879 * 879 0 * Olga Carpenter.......... 782 * 782 0 * Svetlana Kondratieva.... 587 * 587 0 * Sviatoslav Shabrov...... 489 * 489 0 * Courtney Hendrix........ 439 * 439 0 * Jennifer Johnson........ 439 * 439 0 * Michael Benenson........ 407 * 407 0 * Eleni Kochergin......... 380 * 380 0 * Leonid Khodulev......... 336 * 336 0 * Vasily Ivashin.......... 260 * 260 0 * Kriss Kapka............. 260 * 260 0 * Ekaterina Labeeva ...... 244 * 244 0 * Irene Birman............ 221 * 221 0 * Helen Jahn.............. 53 * 53 0 *
- -------- *Less than 1% (1) Based on the number of shares of Common Stock outstanding on September 30, 1997. 6 PLAN OF DISTRIBUTION The Shares offered hereby may be sold from time to time to purchasers directly by the Selling Stockholders. Alternatively, the Selling Stockholders may from time to time offer the Shares in ordinary brokerage transactions or to or through underwriters, broker/dealers, including BT Alex. Brown Incorporated or agents, who may receive compensation in the form of underwriting discounts, concessions or commissions from the Selling Stockholders or the purchasers of the Shares for whom they may act as agents. The Selling Stockholders and any underwriters, broker/dealers or agents that participate in the distribution of the Shares may be deemed to be "underwriters" within the meaning of the Securities Act and any profit on the sale of the Shares by them and any discounts, commissions, concessions or other compensation received by any such underwriter, broker/dealer or agent may be deemed to be underwriting discounts and commissions under the Securities Act. The sale of the Shares by the Selling Stockholders may be effected from time to time on the New York Stock Exchange, in the over-the-counter market, in privately negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The Selling Stockholders may also offer their shares from time to time in connection with (i) covering short sales of shares of Common Stock; (ii) pledges to secure debts or other obligations; (iii) the writing or settlement of non-traded and exchange-traded call options, or other hedge transactions; and (iv) a combination of the above transactions. At the time a particular offering of the Shares is made, a Prospectus Supplement, if required, will be distributed which will set forth the number of Shares being offered and the terms of the offering, including the name or names of any underwriters, broker/dealers or agents, any discounts, commissions and other terms constituting compensation from the Selling Stockholders and any discounts, commissions or concessions allowed or reallowed or paid to broker/dealers. Any securities covered by this Prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than pursuant to this Prospectus. All expenses of the registration of the Shares will be paid by the Company, including, without limitation, Commission filing fees and expenses of compliance with state securities or "blue sky" laws; provided, however, that the Selling Stockholders will pay all underwriting discounts and selling commissions, if any. There can be no assurance that the Selling Stockholders will sell any or all of the Shares offered hereby. LEGAL MATTERS The validity of the Shares being offered hereby will be passed upon for the Company by Shearman & Sterling, San Francisco, California. EXPERTS The consolidated financial statements and financial statement schedule of Silicon Graphics, Inc. included in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1997 have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein, and incorporated by reference herein. Such consolidated financial statements and financial statement schedule are incorporated by reference herein in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. 7 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. ----------------- TABLE OF CONTENTS
PAGE ---- Available Information...................................................... 2 Incorporation of Certain Documents by Reference............................ 2 Special Note Regarding Forward Looking Statements.......................... 3 The Company................................................................ 4 The ParaGraph Acquisition.................................................. 4 Use of Proceeds............................................................ 4 Selling Stockholders....................................................... 5 Plan of Distribution....................................................... 7 Legal Matters.............................................................. 7 Experts.................................................................... 7
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2,965,224 SHARES SILICON GRAPHICS, INC. [LOGO] COMMON STOCK (PAR VALUE $0.001 PER SHARE) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF REGISTRATION AND DISTRIBUTION. The following table sets forth the estimated expenses of the Registrant in connection with the offering described in this Registration Statement. All amounts are estimates except the Securities and Exchange Commission registration fee. Securities and Exchange Commission registration fee................. $26,035 Accountants' fees and expenses...................................... 3,500 Legal fees and expenses............................................. 20,000 Printing and engraving expenses..................................... 9,500 Blue Sky fees and expenses.......................................... 3,000 Miscellaneous....................................................... 1,965 ------- Total............................................................. $64,000 =======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law (the "DGCL") authorizes Delaware corporations to indemnify directors and officers in certain circumstances against liabilities, including expenses, incurred while acting in such capacities; provided, generally, that any such indemnified officer or director acted in good faith and in a manner he or she reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The By-laws of the Company provide for indemnification of directors and officers to the maximum extent permitted by the DGCL. In addition, the Company has provided in its Certificate of Incorporation that it shall eliminate the personal liability of its directors to the fullest extent permitted by the DGCL, and the Company has entered into Indemnification Agreements with its executive officers and directors providing for additional indemnification. The Company has policies of directors' and officers' liability insurance which insure directors and officers against liabilities which a director or officer may incur in his or her capacity as such. ITEM 16. EXHIBITS
EXHIBIT NUMBER DESCRIPTION ------- ----------- 2.1* Agreement and Plan of Merger and Reorganization among Silicon Graphics, Inc., ParaGraph Acquisition Corporation, ParaGraph International, Inc. and certain Principal Shareholders of ParaGraph International, Inc., dated as of May 14, 1997. 2.2* Agreement to Close and Amendment to Agreement and Plan of Merger and Reorganization dated as of August 1, 1997 among Silicon Graphics, Inc., ParaGraph Acquisition Corporation, ParaGraph International, Inc. and Certain Principal Shareholders of ParaGraph International, Inc. 5.1* Opinion of Shearman & Sterling. 23.1 Consent of Ernst & Young LLP, independent auditors. 23.2* Consent of Shearman & Sterling (contained in Exhibit 5.1 hereto). 24.1* Power of Attorney.
- -------- *Previously filed. II-1 ITEM 17. 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 Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the 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 the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) 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. provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference into the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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 of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 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. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that such a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in Act and will be governed by the final adjudication of such issue. II-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-3 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 THE 6TH DAY OF OCTOBER, 1997. Silicon Graphics, Inc. By /s/ William M. Kelly _____________________________________ William M. Kelly Senior Vice President, Corporate Operations 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 --------- ----- ---- * Chairman, Chief Executive October 6, 1997 ____________________________________ Officer and Director Edward R. McCracken (Principal Executive Officer) * Chairman, Silicon Graphics October 6, 1997 ____________________________________ World TradeCorporation, Robert R. Bishop and Director /s/ William M. Kelly Senior Vice President, October 6, 1997 ____________________________________ Corporate Operations William M. Kelly (Principal Financial Officer) * Vice President, Controller October 6, 1997 ____________________________________ (Principal Accounting Dennis P. McBride Officer) * Director October 6, 1997 ____________________________________ Allen F. Jacobson * Director October 6, 1997 ____________________________________ C. Richard Kramlich * Director October 6, 1997 ____________________________________ Robert A. Lutz * Director October 6, 1997 ____________________________________ James A. McDivitt
II-3
SIGNATURE TITLE DATE --------- ----- ---- * Director October 6, 1997 ____________________________________ Lucille Shapiro * Director October 6, 1997 ____________________________________ Robert B. Shapiro * Director October 6, 1997 ____________________________________ James G. Treybig
* By: /s/ William M. Kelly _____________________ William M. Kelly Attorney-in-Fact II-4 SILICON GRAPHICS, INC. REGISTRATION STATEMENT ON FORM S-3 INDEX TO EXHIBITS
SEQUENTIALLY EXHIBIT NUMBERED NUMBER DESCRIPTION PAGE ------- ----------- ------------ 2.1 Agreement and Plan of Merger and Reorganization among Silicon Graphics, Inc., ParaGraph Acquisition Corporation, ParaGraph International, Inc. and certain principal shareholders of ParaGraph International, Inc., dated as of May 14, 1997................................ * 2.2 Agreement to Close and Amendment to Agreement and Plan of Merger and Reorganization............................... * 5.1 Opinion of Shearman & Sterling........................... * 23.1 Consent of Ernst & Young LLP, independent auditors....... II-6 23.2 Consent of Counsel (contained in Exhibit 5.1 hereto)..... * 24.1 Power of Attorney (contained on Page II-4)............... *
- -------- *Previously filed. II-5 EX-23.1 2 CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in Amendment No. 2 to the Registration Statement on Form S-3 and related Prospectus of Silicon Graphics, Inc. for the registration of shares of its common stock and to the incorporation by reference therein of our report dated July 18, 1997, with respect to the consolidated financial statements and financial statement schedule of Silicon Graphics, Inc. included in its Annual Report (Form 10-K) for the year ended June 30, 1997 filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Palo Alto, California October 6, 1997 II-6 -----END PRIVACY-ENHANCED MESSAGE-----