-----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, PxB9b3Fe6stAqU6BtJFFdaq/7vw7odAi9gr6IqGa9qD1syldiUCdOR+UPblDxJRA 3LneB2VsJUkLvKhgvvEdDw== 0000893877-95-000022.txt : 19950414 0000893877-95-000022.hdr.sgml : 19950414 ACCESSION NUMBER: 0000893877-95-000022 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19950410 EFFECTIVENESS DATE: 19950429 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEKTRONIX INC CENTRAL INDEX KEY: 0000096879 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 930343990 STATE OF INCORPORATION: OR FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-58511 FILM NUMBER: 95527860 BUSINESS ADDRESS: STREET 1: 2660 SW PKWY CITY: WILSONVILLE STATE: OR ZIP: 97070 BUSINESS PHONE: 5036277111 MAIL ADDRESS: STREET 1: P O BOX 100 CITY: WILSONVILLE STATE: OR ZIP: 97070-1000 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on April 10, 1995 Registration No. 33-_________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- Form S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 -------------------------- TEKTRONIX, INC. (Exact name of registrant as specified in its charter) -------------------------- OREGON 93-0343990 (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) 26600 SW Parkway Wilsonville, Oregon 97070-1000 (Address of Principal (Zip Code) Executive Offices) -------------------------- Microwave Logic Inc. 1989 Stock Plan (Full title of plan) John P. Karalis Vice President, Corporate Development and Secretary Tektronix, Inc. 26600 SW Parkway Wilsonville, OR 97070-1000 (Name and address of agent for service) Telephone number, including area code, of agent for service: (503) 627-7111 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 Maximum Maximum Amount Amount Offering Aggregate of Title of Securities to Be Price Per Offering Registration to Be Registered Registered Share(1) Price(1) Fee - ----------------------------------------------------------------------------- Common Shares 19,766 Shares $15.42 $88,150 $30.40 no par value - ----------------------------------------------------------------------------- (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 exercise prices of $2.47 to $15.42 relating to outstanding options. - -----------------------------------------------------------------------------
II-1 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents By Reference. --------------------------------------- The following documents filed by Tektronix, 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. ----------------------------------------- The Oregon Business Corporation Act (the "Oregon Act") permits a corporation to include a provision in its articles of incorporation that eliminates personal liability of II-2 directors to the Company and its shareholders for monetary damages for conduct as directors, except that no such provision may eliminate or limit a director's liability for (a) breach of the director's duty of loyalty in the Company or its shareholders, (b) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) an unlawful payment of a dividend or repurchase of stock or (d) any transaction from which the director derived an improper personal benefit. The Company's Restated Articles of Incorporation, as amended (the "Restated Articles"), limit the personal liability of directors to the Company and its shareholders for monetary damages for conduct as directors to the fullest extent permitted by the Oregon Act. The Oregon Act and the Company's Restated Articles and Bylaws, as amended (the "Bylaws"), contain provisions regarding indemnification of directors and officers. In addition, certain directors and officers have entered into indemnity agreements (the "Indemnity Agreements") with the Company. The general effect of the Oregon Act, the Restated Articles, the Bylaws and the Indemnity Agreements can be summarized as follows: (a) The Oregon Act provides that a director or officer who has been or is threatened to be made a defendant in a legal proceeding because that person is or was a director or officer of a corporation (1) shall be indemnified by the corporation for reasonable expenses of such litigation when the director or officer is wholly successful on the merits or otherwise, (2) may be indemnified by the corporation for expenses, judgments, fines, penalties and amounts paid in settlement of such litigation (other than a derivative suit), even if the director or officer is not successful on the merits or otherwise, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation (and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful) and (3) may be indemnified by the corporation for expenses of a derivative suit (a proceeding by or in the right of the corporation), even if the director or officer is not successful on the merits, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, provided that the director or officer is not adjudged liable to the corporation. The indemnification described in clauses (2) and (3) above may be made only upon a determination by (a) a majority of a quorum of disinterested directors or a committee of disinterested directors, (b) independent legal counsel or (c) the shareholders that indemnification is proper because the applicable standard of conduct has been met. The Oregon Act authorizes the advancement of litigation expenses to a director II-3 or officer upon receipt of a written affirmation of the director's or officer's good faith belief that the standard of conduct has been met and an undertaking by such director or officer to repay such expenses if it is ultimately determined that he or she is not entitled to be indemnified. The Oregon Act authorizes a court to award additional indemnification. The Oregon Act also authorizes a corporation to provide officers' and directors' liability insurance and provides that statutory indemnification rights are not exclusive of any other right to which those indemnified may be entitled under any bylaw, agreement, board action, vote of shareholders or otherwise. (b) The Company's Restated Articles and Bylaws provide that the company shall indemnify to the fullest extent then permitted by law a person who is made a party to an action, suit or proceeding, whether civil, criminal, administrative or otherwise (including a derivative action) because that person (1) is or was a director or officer of the Company or (2) is or was serving at the request of the Company as a director or officer of another corporation, partnership or enterprise. The indemnity shall extend to all expenses, amounts paid in settlement, judgments and fines incurred by the director or officer. (c) The Company has entered into Indemnity Agreements with certain directors and officers, which require the Company to indemnify the officer or director to the fullest extent permitted by law. The Indemnity Agreements also alter or clarify the statutory indemnity in the following respects, subject to specified exceptions: (1) indemnity is explicitly provided for settlements in derivative actions, (2) prompt indemnification is required unless a determination is made that the director or officer has not met the required standard, (3) indemnification is provided with respect to a proceeding involving a claim for breach of fiduciary duty and (4) prompt advancement of expenses is required upon receipt of an undertaking that the director or officer will repay such amounts if it is ultimately determined that he or she is not entitled to indemnification, unless a determination is made that the director or officer has not met the required standard. The Company has obtained insurance protecting officers and directors against certain liabilities which they may incur in their capacities as such. Item 7. Exemption From Registration Claimed. ----------------------------------- Not applicable. II-4 Item 8. Exhibits. -------- 4A Restated Articles of Incorporation, as amended, of the Company. Incorporated by reference to Exhibit (3) to the Company's Form 10-Q dated September 28, 1990, SEC File No. 1-4837. 4B Bylaws, as amended, of the Company. Incorporated by reference to Exhibit (3) to the Company's Form 10-Q for the 13 weeks ended February 25, 1995, SEC File No. 1-4837. 5 Opinion of Counsel. 23 Independent Auditors' Consent. 24 Power of Attorney. 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: (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. II-5 (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. (c) The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. (d) 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 II-6 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-7 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 Wilsonville, State of Oregon, on April 6, 1995. TEKTRONIX, INC. By CARL W. NEUN ------------------------------------ Carl W. Neun Vice President and Chief Financial Officer 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 6th day of April, 1995. Signature Title --------- ----- (1) Principal Executive Officer: *JEROME J. MEYER Chairman and Chief ---------------------------- Executive Officer and Jerome J. Meyer Director (2) Principal Financial and Accounting Officer: CARL W. NEUN Vice President ---------------------------- and Chief Financial Carl W. Neun Officer (3) Directors: *A. GARY AMES Director ---------------------------- A. Gary Ames *PAUL E. BRAGDON Director ---------------------------- Paul E. Bragdon *PAUL C. ELY, JR. Director ---------------------------- Paul C. Ely, Jr. II-8 *A.M. GLEASON Director ---------------------------- A.M. Gleason *WAYLAND R. HICKS Director ---------------------------- Wayland R. Hicks *KEITH R. McKENNON Director ---------------------------- Keith R. McKennon *MERRILL A. McPEAK Director ---------------------------- Merrill A. McPeak *JEAN VOLLUM Director ---------------------------- Jean Vollum *WILLIAM D. WALKER Director ---------------------------- William D. Walker *By CARL W. NEUN ---------------------------- Carl W. Neun, Attorney-in-fact II-9 EXHIBIT INDEX Sequential Exhibit Page Number Document Description Number - ------- -------------------- ---------- 4A Restated Articles of Incorporation, as amended, of the Company. Incorporated by reference to Exhibit (3) to the Company's Form 10-Q dated September 28, 1990, SEC File No. 1-4837. 4B Bylaws, as amended, of the Company. Incorporated by reference to Exhibit (3) to the Company's Form 10-Q for the 13 weeks ended February 25, 1995, SEC File No. 1-4837. 5 Opinion of Counsel. 23 Independent Auditors' Consent. 24 Power of Attorney. EX-5 2 OPINION OF COUNSEL EXHIBIT 5 April 5, 1995 Board of Directors Tektronix, Inc. 26600 SW Parkway Wilsonville, OR 97070-1000 We have acted as counsel for Tektronix, 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 the issuance of up to 19,766 Common Shares, no par value (the "Shares"), of the Company reserved for issuance under the Microwave Logic, Inc. 1989 Stock 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 in accordance with the Plan and 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 3 CONSENT OF ACCOUNTANTS EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Tektronix, Inc. on Form S-8 of the report of Deloitte & Touche dated June 23, 1994 (which expresses an unqualified opinion and includes an explanatory paragraph relating to a change in method of accounting for other postretirement benefits and income taxes in the year ended May 29, 1993), incorporated by reference in the Annual Report on Form 10-K of Tektornix, Inc. for the year ended May 28, 1994 and to the reference to Deloitte & Touche LLP under the heading "Experts" in the Prospectus, which is part of this Registration Statement. DELOITTE & TOUCHE LLP Portland, Oregon April 4, 1995 EX-24 4 POWERS OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY ----------------- (S-8 Registration Statement for Microwave Logic, Inc. Plan) KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or director of TEKTRONIX, INC., does hereby constitute and appoint JEROME J. MEYER, CARL W. NEUN AND JOHN P. KARALIS, 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 Tektronix, 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 Tektronix, 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 Common Shares of Tektronix, Inc. issuable pursuant to outstanding options under the Microwave Logic, Inc. Stock Option Plan, including specifically, but without limitation thereto, power and authority to sign his or her name (whether on behalf of Tektronix, 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 Shares 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: March 15, 1995 JEROME J. MEYER --------------------------- A. GARY AMES --------------------------- PAUL E. BRAGDON --------------------------- PAUL C. ELY, JR. --------------------------- A.M. GLEASON --------------------------- WAYLAND R. HICKS --------------------------- KEITH R. McKENNON --------------------------- MERRILL A. McPEAK --------------------------- JEAN VOLLUM --------------------------- WILLIAM D. WALKER --------------------------- -----END PRIVACY-ENHANCED MESSAGE-----