S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on May 25, 1995 Registration No. 33-__________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ Form S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ____________________ SEQUENT COMPUTER SYSTEMS, INC. (Exact name of registrant as specified in its charter) ____________________ OREGON 93-0826369 (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) 15450 SW Koll Parkway Beaverton, Oregon 97006-6063 (Address of Principal (Zip Code) Executive Offices) ____________________ Sequent Computer Systems, Inc. Employee Stock Purchase Plan (Full title of plan) Robert S. Gregg Senior Vice President of Finance and Legal, Treasurer and Chief Financial Officer Sequent Computer Systems, Inc. 15450 SW Koll Parkway Beaverton, OR 97006-6063 (Name and address of agent for service) Telephone number, including area code, of agent for service: (503) 626-5700 Copy to: Margaret Hill Noto Stoel Rives Boley Jones & Grey 900 SW Fifth Avenue, Suite 2300 Portland, Oregon 97204-1268
CALCULATION OF REGISTRATION FEE _____________________________________________________________________________ Proposed Proposed Amount Maximum Maximum of Amount Offering Aggregate Regis- Title of Securities to Be Price Per Offering tration to Be Registered Registered Share(1) Price(1) Fee ---------------------------------------------------------------------------- Common Stock, $.01 par value 1,200,000 Shares $15.5625 $18,675,000 $6,439.70 _____________________________________________________________________________ (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933. The calculation of the registration fee is based on $15.5625, which was the average of the high and low prices of the Common Stock on May 22, 1995 as reported in The Wall Street Journal for Nasdaq National Market Issues. _____________________________________________________________________________
II-1 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents By Reference. --------------------------------------- The following documents filed by Sequent Computer Systems, Inc. (the "Company") with the Securities and Exchange Commission are incorporated herein by reference: (a) The Company's latest annual report filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 or the latest prospectus filed pursuant to rule 424(b) under the Securities Act of 1933 that contains audited financial statements for the Company's latest fiscal year for which such statements have been filed. (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year covered by the annual report or prospectus referred to in (a) above. (c) The description of the authorized capital stock of the Company contained in the Company's registration statement filed under section 12 of the Securities Exchange Act of 1934, including any amendment or report filed for the purpose of updating the description. All reports and other documents subsequently filed by the Company pursuant to sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such reports and 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. ----------------------------------------- Article X of the Company's Articles of Incorporation provides for indemnification of directors to the fullest extent not prohibited by the Oregon Business Corporation Act. The II-2 Bylaws also contain indemnification provisions. The effects of the Articles, Bylaws and the Oregon Business Corporation Act (the "Indemnification Provisions") are summarized as follows: (a) The Indemnification Provisions grant a right of indemnification in respect of any action, suit or proceeding (other than an action by or in the right of the Company) against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred, if the person concerned acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Company, was not adjudged liable on the basis of receipt of an improper personal benefit and, with respect to any criminal action or proceeding, had not reasonable cause to believe the conduct was unlawful. The termination of an action, suit, or proceeding by judgment, order, settlement, conviction, or plea of nolo contendere does not, of itself, create a presumption that the person did not meet the required standards of conduct. (b) The Indemnification Provisions grant a right of indemnification in respect of any action or suit by or in the right of the Company against the expenses (including attorneys' fees) actually and reasonably incurred if the person concerned acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Company, except that no right of indemnification will be granted if the person is adjudged to be liable to the Company. (c) Every person who has been wholly successful on the merits of a controversy described in (a) or (b) above is entitled to indemnification as a matter of right. (d) Because the limits of permissible indemnification under Oregon law are not clearly defined, the Indemnification Provisions may provide indemnification broader than that described in (a) and (b). Section 10.6 of the Company's Bylaws provides that the Company will advance to a director the expenses incurred in defending any action, suit or proceeding in advance of its final disposition if the director or officer affirms in good faith that he or she has met the standard of conduct to be entitled to indemnification as described in (a) or (b) above and undertakes to repay any amount advanced if it is determined that the person did not meet the required standard of conduct. The Company's Articles and Bylaws provide that the Company may, in the discretion of the Board of Directors, II-3 indemnify and advance expenses to officers and employees to the same extent that directors are entitled to indemnification and advancement of expenses. The Company may obtain insurance for the protection of its directors and officers against any liability asserted against them in their official capacities. The rights of indemnification described above are not exclusive of any other rights of indemnification to which the persons indemnified may be entitled under any bylaw, agreement, vote of shareholders or directors or otherwise. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, 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 of 1933 and is therefore unenforceable. Item 7. Exemption From Registration Claimed. ----------------------------------- Not Applicable. Item 8. Exhibits. -------- 4A Articles of Incorporation of the Company, as amended (Incorporated by reference to Exhibit 4A to the Company's Registration Statement on Form S-8, File No. 33-63972). 4B Bylaws of the Company (Incorporated by reference to Exhibit 4B to the Company's Registration Statement on Form S-8, File No. 33-39315). 5 Opinion of Counsel. 23A Consent of Independent Accountants (see page II-8). 23B Consent of Stoel Rives Boley Jones & Grey (see Exhibit 5). 24 Powers of Attorney. Item 9. Undertakings. ------------ (a) The undersigned registrant hereby undertakes: II-4 (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; (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 by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in 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 section 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. II-5 (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 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 the Act and will be governed by the final adjudication of such issue. II-6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company 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 Beaverton, State of Oregon, on May 18, 1995. SEQUENT COMPUTER SYSTEMS, INC. By ROBERT S. GREGG --------------------------------- Robert S. Gregg, Sr. Vice President of Finance and Legal, Treasurer and Chief Financial Officer II-7 Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on this 18th day of May, 1995. Signature Title --------- ----- (1) Principal Executive Officer: *KARL C. POWELL, JR. Chairman, President, --------------------------- Chief Executive Officer Karl C. Powell, Jr. and Director (2) Principal Financial and Accounting Officer: ROBERT S. GREGG Sr. Vice President of --------------------------- Finance and Legal, Robert S. Gregg Treasurer and Chief Financial Officer (3) Directors: *DAVID R. HATHAWAY Director --------------------------- David R. Hathaway *ROBERT C. MATHIS Director --------------------------- Robert C. Mathis *MICHAEL S. SCOTT MORTON Director --------------------------- Michael S. Scott Morton *ROBERT W. WILMOT Director --------------------------- Robert W. Wilmot *By ROBERT S. GREGG ------------------------- Robert S. Gregg, Attorney-in-Fact EXHIBIT INDEX Sequential Exhibit Page Number Document Description Number ------- -------------------- --------- 4A Articles of Incorporation, as -- amended, of Sequent Computer Systems, Inc. (the "Company") (Incorporated by reference to Exhibit 4A to the Company's Registration Statement on Form S-8, File No. 33-63972). 4B Bylaws of the Company, as -- amended (Incorporated by reference to Exhibit 4B to the Company's Registration Statement on Form S-8, File No. 33-39315). 5 Opinion of Counsel. 23A Consent of Price Waterhouse LLP 23B Consent of Stoel Rives Boley Jones & Grey (see Exhibit 5). 24 Powers of Attorney. EX-5 2 EXHIBIT 5 EXHIBIT 5 May 18, 1995 Board of Directors Sequent Computer Systems, Inc. 15450 SW Koll Parkway Beaverton, Oregon 97006-6063 We have acted as counsel for Sequent Computer Systems, Inc. (the "Company") in connection with the filing of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, covering 1,200,000 shares of common stock, $.01 par value, (the "Shares") of the Company issuable in connection with the Company's Employee Stock Purchase Plan (the "Plan"). We have reviewed the corporate actions of the Company in connection with this matter and have examined those documents, corporate records, and other instruments we deemed necessary for the purposes of this opinion. Based on the foregoing, it is our opinion that: 1. The Company is a corporation duly organized and validly existing under the laws of the State of Oregon; and 2. The Shares have been duly authorized and, when issued pursuant to the Plan and in accordance with the resolutions adopted by the Board of Directors of the Company, will be legally issued, fully paid, and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, STOEL RIVES BOLEY JONES & GREY EX-23.A 3 EXHIBIT 23(A) EXHIBIT 23A CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 and related Prospectus of our report dated January 25, 1995 appearing on page 42 of Sequent Computer Systems, Inc.'s Annual Report to shareholders which is incorporated by reference into Sequent Computer Systems, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1994. We also consent to the incorporation by reference of our report on the Financial Statement Schedules, which appears on page F-6 of such Annual Report on Form 10-K. We also consent to the reference to us under the heading "Experts" in such Prospectus. PRICE WATERHOUSE LLP Portland, Oregon May 23, 1995 EX-24 4 EXHIBIT 24 EXHIBIT 24 POWER OF ATTORNEY ----------------- (Employee Stock Purchase Plan) KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or director of SEQUENT COMPUTER SYSTEMS, INC., does hereby constitute and appoint KARL C. POWELL, JR., JOHN McADAM and ROBERT S. GREGG, and each of them, his or her true and lawful attorney and agent to do any and all acts and things and to execute in his or her name (whether on behalf of Sequent Computer Systems, Inc. or as an officer or director of said Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable Sequent Computer Systems, Inc. to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of shares of Common Stock of Sequent Computer Systems, Inc. issuable pursuant to the Employee Stock Purchase Plan, including specifically, but without limitation thereto, power and authority to sign his or her name (whether on behalf of Sequent Computer Systems, Inc. or as an officer or director of said Company, or otherwise) to a Registration Statement on Form S-8 and any amendment thereto (including any post-effective amendment) or application for amendment thereto in respect to such Common Stock or any exhibits filed therewith; and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof. DATED: January 26, 1995 KARL C. POWELL, JR. ------------------------------ DAVID R. HATHAWAY ------------------------------ ROBERT C. MATHIS ------------------------------ MICHAEL S. SCOTT MORTON ------------------------------ ROBERT W. WILMOT ------------------------------ ROBERT S. GREGG ------------------------------