Form 8-K

Silicon Graphics, Inc.

Dated: September 12, 2008

/s/ Barry J. Weinert

Barry J. Weinert

Vice President and General Counsel

-----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, B8pBRBC0KrNgFxElQ/esXrlffehygVNydohR8kewl6AwNW6bMouIZSINs8Qu3xZ0 ikL00GnuLdyOc42ZpQagpQ== 0001193125-08-195352.txt : 20080912 0001193125-08-195352.hdr.sgml : 20080912 20080912162959 ACCESSION NUMBER: 0001193125-08-195352 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080908 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20080912 DATE AS OF CHANGE: 20080912 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SILICON GRAPHICS INC CENTRAL INDEX KEY: 0000802301 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 942789662 STATE OF INCORPORATION: DE FISCAL YEAR END: 0627 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10441 FILM NUMBER: 081069734 BUSINESS ADDRESS: STREET 1: 1500 CRITTENDEN LANE CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 6509601980 MAIL ADDRESS: STREET 1: 1500 CRITTENDEN LANE STREET 2: - CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 FORMER COMPANY: FORMER CONFORMED NAME: SILICON GRAPHICS INC /CA/ DATE OF NAME CHANGE: 19920703 8-K 1 d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 8, 2008

SILICON GRAPHICS, INC.

(Exact name of registrant specified in its charter)

Delaware

001-10441

94-2789662

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

1140 East Arques Ave., Sunnyvale, California 94085

(Address of principal executive offices, including Zip Code)

Registrant’s telephone, including area code: (650) 960-1980

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On September 8, 2008, Silicon Graphics, Inc. (the “Company”) and Mr. Robert Ewald, its Chief Executive Officer, entered into an amendment to Mr. Ewald’s existing employment agreement (the “Amendment”). The terms of the Amendment provide that severance and termination payments are made subject to adjustment under Section 11 of the existing agreement to be in compliance with Section 409A of the Internal Revenue Code of 1986 (the “Code”); provide for a reduction of termination payments, if such payments would trigger a “golden parachute” excise tax under Section 4999 of the Code, as necessary to provide for the highest “after tax” payment to Mr. Ewald; provide a pro-rated amount of his target bonus upon termination within 24 months after a change in control; and require that Mr. Ewald sign a release agreement (which is a prerequisite to receiving any severance or termination payments) within 45 days of his termination of employment. The Amendment includes additional changes made by our Compensation and Human Resources Committee on December 6, 2007 and previously reported on a Current Report on Form 8-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

-----END PRIVACY-ENHANCED MESSAGE-----