-----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, bw7GTW8BmOCMW5TfI7DTtCQv3trzIfxpcn1F94kp/Z03xjfeSTcG0t6exGkwF4Em xvqp99o05GjgTqX8ogOq5A== 0000893877-95-000041.txt : 19950511 0000893877-95-000041.hdr.sgml : 19950511 ACCESSION NUMBER: 0000893877-95-000041 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19950509 EFFECTIVENESS DATE: 19950528 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: 033-59171 FILM NUMBER: 95535484 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 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on May 8, 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) _________________ Tektronix, Inc. Stock Incentive Plan Tektronix, Inc. Non-Employee Directors Stock Compensation Plan (Full title of plans) 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 2 CALCULATION OF REGISTRATION FEE
___________________________________________________________________________ Proposed Proposed Maximum Maximum Amount Title of Amount Offering Aggregate of Securities to Be Price Per Offering Registration to Be Registered Registered Share(1) Price(1) Fee ___________________________________________________________________________ Common Shares 1,512,000 Shares(2) $45.495 $68,788,440 $23,721 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 the average of the high and low prices of the Common Shares on the New York Stock Exchange on May 2, 1995 as reported in The Wall Street Journal. _______________________ (2) Includes 1,500,000 Shares to be issued pursuant to the registrant's Stock Incentive Plan. Also includes 12,000 shares purchased or that may be purchased in the market for purposes of the registrant's Non- Employee Directors Stock Compensation Plan, which shares are registered for resale under this registration agreement. A separate prospectus prepared in accordance with the requirements of Form S-3 for use in connection with the resale by persons who may be deemed affiliates of the registrant of shares acquired under these plans is included in this Registration Statement. _________________________________________________________________________
3 PROSPECTUS TEKTRONIX, INC. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The Common Shares of Tektronix, Inc. (the "Company" or "Tektronix") offered hereby (the "Shares") may be sold by certain shareholders of the Company (the "Selling Shareholders"). The Company will not receive any of the proceeds from the offering. The Common Shares of the Company are traded on the New York Stock Exchange and Pacific Stock Exchange. On May 5, 1995, the closing price for the Common Shares as reported in The Wall Street Journal was $_____ per _______________________ share. The Shares may be offered or sold from time to time by the Selling Shareholders at market prices then prevailing, in negotiated transactions or otherwise. Brokers or dealers will receive commissions or discounts from Selling Shareholders in amounts to be negotiated immediately prior to the sale. See "Plan of Distribution." ________________________ No person has been authorized to give any information or to make any representations in connection with this offering other than those contained in this Prospectus. This Prospectus does not constitute an offering in any jurisdiction in which such offering may not lawfully be made. ________________________ Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the respective dates as to which information has been given herein. ________________________ The date of this Prospectus is May 8, 1995. 4 THE COMPANY Tektronix, an Oregon corporation, was organized in 1946 and manufactures and sells electronic equipment. The Company's principal executive offices are located at 26600 SW Parkway, Wilsonville, Oregon 97070. Its telephone number is (503) 627-7111. References herein to "Tektronix" or the "Company" are to Tektronix, Inc. and its wholly-owned subsidiaries unless the context indicates otherwise. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934 and in accordance therewith files periodic reports and other information with the Securities and Exchange Commission (the "SEC"). Such reports, proxy statements, and other information concerning the Company may be inspected and copies may be obtained at prescribed rates at the offices of the SEC, Judiciary Plaza, 450 Fifth Street, NW, Washington, D.C. 20549, as well as at the following regional offices: 7 World Trade Center, Suite 1300, New York, New York 10048; and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. The Company has filed with the SEC a Registration Statement under the Securities Act of 1933, as amended, with respect to the securities offered pursuant to this Prospectus. For further information, reference is made to the Registration Statement and the exhibits thereto, which are available for inspection at no fee at the public reference section of the SEC at its principal office at Judiciary Plaza, 450 Fifth Street, NW, Washington, D.C. 20549. The Company hereby undertakes to provide without charge to each person to whom a copy of this Prospectus is delivered, upon written or oral request to John P. Karalis, Secretary, Tektronix, Inc., Corporate Headquarters, 26600 SW Parkway, Wilsonville, Oregon 97070-1000, telephone (503) 627-7111, copies of any and all of the information that has been incorporated by reference into this Prospectus, other than exhibits to such information unless such exhibits are specifically incorporated by reference therein. The information relating to the Company contained in this Prospectus does not purport to be comprehensive and should be read together with the information contained in the documents or portions of documents incorporated by reference into this Prospectus. 5 SELLING SHAREHOLDERS The following table sets forth certain information provided to the Company by the Selling Shareholders.
Common Shares Additional beneficially Common Shares Common Shares Names of Selling owned as of Subject to offered by this Shareholders(1) April 1, 1995(2)(3)(4) Options(5) Prospectus ________________ ______________________ _____________ ______________ Roy D. Barker 50,289 (6) 27,000 76,700 Daniel W. Castles 34,398 (7) 21,500 55,000 John P. Karalis 73,328 (8) 16,500 89,000 Richard I. Knight 39,385 (9) 2,500 41,136 Rudi Lamprecht 9,000 (10) 40,500 49,500 Jerome J. Meyer 329,132 (11) 37,500 365,427 Carl W. Neun 156,472 (12) 62,500 218,210 Daniel Terpack 49,255 (13) 40,500 89,000 Timothy E. Thorsteinson 58,990 (14) 12,750 70,750 John W. Vold 33,676 (15) 18,500 51,100 Lucie J. Fjeldstad 28,034 (16) 75,000 103,034 A. Gary Ames 2,003 0 2,003 Paul E. Bragdon 3,011 (17) 0 2,411 Paul C. Ely, Jr. 4,329 (18) 0 1,829 A.M. Gleason 911 0 911 Wayland R. Hicks 1,961 0 1,961 Keith R. McKennon 2,571 0 1,571 Merrill A. McPeak 986 0 986 Jean Vollum 888,233 (19) 0 2,411 William D. Walker 115,000 (20) 0 12,411 ________ (1) All of the Selling Shareholders are directors or executive officers of the Company. (2) Unless otherwise indicated, each individual has sole voting and investment power with respect to these shares. (3) Pursuant to rules of the Securities and Exchange Commission, includes shares that are subject to options that are exercisable or become exercisable within 60 days. (4) Includes shares issued under the Company's Stock Compensation Plan for Non-Employee Directors, including unvested shares issued as follows: Messrs. Bragdon, Gleason and Walker and Mrs. Vollum, 483 shares each; Mr. Ames, 1,003 shares; Mr. Ely, 1,098 shares; Mr. Hicks, 785 shares; Mr. McKennon, 315 shares; and General McPeak, 986 shares. 6 (5) Represents shares that are subject to options that become exercisable in more than 60 days. (6) Includes (i) stock options for 28,700 shares that are currently exercisable or become exercisable before June 1, 1995 under the Company's Stock Incentive Plan; (ii) 21,000 performance shares that are subject to forfeiture to the Company under certain conditions; and (iii) 589 shares held under the 401(k) Plan with respect to which Mr. Barker has voting but no investment power. (7) Includes (i) stock options for 17,000 shares that are currently exercisable or become exercisable before June 1, 1995 under the Company's Stock Incentive Plan; (ii) 16,500 performance shares that are subject to forfeiture to the Company under certain conditions; and (iii) 898 shares held under the 401(k) Plan with respect to which Mr. Castles has voting but no investment power. (8) Includes (i) stock options for 27,500 shares that are currently exercisable or become exercisable before June 1, 1995 under the Company's Stock Incentive Plan; (ii) 45,000 performance shares and bonus shares that are subject to forfeiture to the Company under certain conditions; and (iii) 828 shares held under the 401(k) Plan with respect to which Mr. Karalis has voting but no investment power. (9) Includes (i) stock options for 32,300 shares that are currently exercisable or become exercisable before June 1, 1995 under the Company's Stock Incentive Plan; (ii) 5,000 performance shares that are subject to forfeiture to the Company under certain conditions; and (iii) 749 shares held under the 401(k) Plan with respect to which Mr. Knight has voting but no investment power. (10) Includes (i) 9,000 performance shares and bonus shares that are subject to forfeiture to the Company under certain conditions. (11) Includes (i) stock options for 162,500 shares that are currently exercisable or become exercisable before June 1, 1995 under the Company's Stock Incentive Plan; (ii) 100,000 performance shares and bonus shares that are subject to forfeiture to the Company under certain conditions; and (iii) 1,205 shares held under the 401(k) Plan with respect to which Mr. Meyer has voting but no investment power. (12) Includes (i) stock options for 87,500 shares that are currently exercisable or become exercisable before June 1, 1995 under the Company's Stock Incentive Plan; (ii) 64,667 performance shares and bonus shares that are subject to forfeiture to the Company under certain conditions; and (iii) 762 shares held under the 401(k) Plan with respect to which Mr. Neun has voting but no investment power. (13) Includes (i) stock options for 27,500 shares that are currently exercisable or become exercisable before June 1, 1995 under the 7 Company's Stock Incentive Plan; (ii) 21,000 performance shares that are subject to forfeiture to the Company under certain conditions; and (iii) 755 shares held under the 401(k) Plan with respect to which Mr. Terpack has voting but no performance power. (14) Includes (i) stock options for 12,000 shares that are currently exercisable or become exercisable before June 1, 1995 under the Company's Stock Incentive Plan; (ii) 45,000 performance shares and bonus shares that are subject to forfeiture to the Company under certain conditions; and (iii) 990 shares held under the 401(k) Plan with respect to which Mr. Thorsteinson has voting but no investment power. (15) Includes (i) stock options for 12,000 shares that are currently exercisable or become exercisable before June 1, 1995 under the Company's Stock Incentive Plan; (ii) 13,500 performance shares that are subject to forfeiture to the Company under certain conditions; and (iii) 1,076 shares held under the 401(k) Plan with respect to which Mr. Vold has voting but no investment power. (16) Includes (i) 28,000 bonus shares that are subject to forfeiture to the Company under certain conditions; and (ii) 34 shares held under the 401(k) Plan with respect to which Mrs. Fjeldstad has voting but no investment power. (17) Includes 600 shares owned by Mr. Bragdon jointly with his wife. (18) Includes 2,829 shares held in trust for Mr. Ely. (19) Includes (i) 860,233 shares held in trust for Mrs. Vollum, with Mrs. Vollum as trustee with sole investment and voting power; and (ii) 28,000 shares held in trust for a member of Mrs. Vollum's family, with Mrs. Vollum as the sole trustee, for which Mrs. Vollum disclaims beneficial ownership. (20) Includes (i) 200 shares held by Mr. Walker's wife, with respect to which Mr. Walker disclaims beneficial ownership, as well as 53,359 shares held in trust for members of Jean Vollum's family, with Mr. Walker as one of three trustees, with respect to which Mr. Walker disclaims beneficial ownership; and (ii) stock options for 10,000 shares that are currently exercisable or become exercisable before June 1, 1995 under the Company's Stock Incentive Plan.
PLAN OF DISTRIBUTION The Shares may be sold from time to time by the Selling Shareholders, or by pledgees, donees, transferees or other successors in interest. Such sales may be on stock exchanges (including the New York and Pacific Stock Exchanges) or otherwise at prices and at terms then prevailing or at prices related to the then current market price, or in 8 negotiated transactions. The Shares may be sold by one or more of the following methods: (a) block trades in which the broker or dealer so engaged will attempt to sell the Shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; (b) purchases by a broker or dealer as principal, in a market maker capacity or otherwise, and resale by such broker or dealer for its account pursuant to this Prospectus; and (c) ordinary brokerage transactions and transactions in which the broker solicits purchasers. In effecting sales, brokers or dealers engaged by the Selling Shareholders may arrange for other brokers or dealers to participate. Brokers or dealers will receive commissions or discounts from the Selling Shareholders in amounts to be negotiated immediately prior to the sale. The Selling Shareholders, such brokers or dealers, and any other participating brokers or dealers may be deemed to be "underwriters" within the meaning of the Securities Act of 1933 (the "1933 Act") in connection with such sales. Upon the Company being notified by a Selling Shareholder that any material arrangement has been entered into with a broker or dealer for the sale of Shares through a block trade or any other purchase by a broker or dealer as principal, other than a purchase as a market maker in an ordinary trading transaction, a supplemented prospectus will be filed, if required, pursuant to Rule 424 under the 1933 Act, disclosing (i) the name of such Selling Shareholder and of the participating brokers or dealers, (ii) the number of Shares involved, (iii) the price at which such Shares will be sold, (iv) the commission paid or discounts or concessions allowed to such brokers or dealers, where applicable, (v) that such brokers or dealers did not conduct any investigation to verify the information set out or incorporated by reference in this Prospectus, and (vi) other facts material to the transaction. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed with the SEC are incorporated herein by reference: 1. The Company's latest Annual Report on Form 10-K filed pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "1934 Act"); 2. All other reports filed pursuant to Section 13 or 15(d) of the 1934 Act since the end of the fiscal year covered by the Annual Report on Form 10-K referred to in paragraph 1 above; and 3. The description of the Common Shares contained in the Company's registration statement under section 12 of 9 the 1934 Act including any amendment or report updating such description. All reports and other documents subsequently filed by the Company pursuant to sections 13(a), 13(c), 14, and 15(d) of the 1934 Act prior to the termination of the offering 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. 10 EXPERTS The consolidated financial statements and the related consolidated financial statement schedules incorporated in this prospectus by reference from the Company's Annual Report on Form 10-K for the year ended May 28, 1994 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their reports, which are incorporated herein by reference (which express an unqualified opinion and includes an explanatory paragraph relating to a change in method) in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. 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 directors to the Company and its shareholders for monetary II-2 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 or officer upon receipt of a written affirmation of the director's or officer's good faith belief that the standard of II-3 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) 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 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-7 *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 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 EXHIBIT 5 EXHIBIT 5 May 8, 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 an additional 1,500,000 Common Shares, no par value, of the Company reserved for issuance under the Stock Incentive Plan of the Company (the "Plan") and the resale of 12,000 Common Shares acquired or to be acquired under the Non-employee Directors Stock Comprehension Plan (the "Directors Plan") (collectively, the "Shares"). 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, the Shares acquired or to be acquired under the Directors Plan are legally issued, fully paid and nonassessable and the Shares reserved for the Plan, 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 AUDITOR'S CONSENT 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 Tektronix, 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 POWER OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY _________________ (S-8 Registration Statement for Stock Incentive 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 the Stock Incentive 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-----