-----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, Vh/0UZoRMw1ljhgkUwm2XaTTxw0QI/QQZdttCj9wgKeAbcWV/PFPpIFH/ITCRyeH g7CTlWW4NHC/ZJM/vf7Xtw== 0000893877-98-000764.txt : 19981210 0000893877-98-000764.hdr.sgml : 19981210 ACCESSION NUMBER: 0000893877-98-000764 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19981209 EFFECTIVENESS DATE: 19981209 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: SEC FILE NUMBER: 333-68607 FILM NUMBER: 98766551 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 December 9, 1998 Registration No. __-_______ 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. 1989 Stock Incentive Plan Tektronix, Inc. 1998 Stock Option Plan (Full title of plans) James F. Dalton Vice President and General Counsel 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 LLP 900 SW Fifth Avenue, Suite 2600 Portland, Oregon 97204-1268
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 5,500,000 Shares(2) $25.53125 $140,421,875 $39,037.28 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 December 4, 1998 as reported in The Wall Street Journal. (2) Includes 1,500,000 Shares to be issued pursuant to the registrant's Stock Incentive Plan and 4,000,000 shares to be issued pursuant to the registrant's 1998 Stock Option Plan. - --------------------------------------------------------------------------------
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 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 to 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 II-1 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 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. II-2 Item 7. Exemption From Registration Claimed. Not applicable. Item 8. Exhibits. 4.1 Restated Articles of Incorporation, as amended, of the Company. Incorporated by reference to Exhibit (3) to the Company's Form 10-Q filed October 9, 1998 for the quarter ended August 29, 1998. SEC File No. 1-4837. 4.2 Bylaws, as amended, of the Company. Incorporated by reference to Exhibit (3) to the Company's Form 10-Q filed April 5, 1996 for the 13 weeks ended February 25, 1995. SEC File No. 1-4837. 4.3 Rights Agreement, dated August 16, 1990, between the Company and First Chicago Trust Company of New York. Incorporated by reference to the Company's Current Report on form 8-K dated August 16, 1990. 5.1 Opinion of Stoel Rives LLP. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1). 24.1 Powers 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. (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. II-3 (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-4 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 December 4, 1998. TEKTRONIX, INC. By CARL W. NEUN ------------------------------------- Carl W. Neun Senior 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 4th day of December, 1998. Signature Title --------- ----- (1) Principal Executive Officer: *JEROME J. MEYER Chairman, Chief Executive ----------------------------- Officer, President and Director Jerome J. Meyer (2) Principal Financial and Accounting Officer: CARL W. NEUN Senior Vice President ----------------------------- and Chief Financial Officer Carl W. Neun (3) Directors: *PAULINE LO ALKER Director ----------------------------- Pauline Lo Alker *GARY AMES Director ----------------------------- A. Gary Ames *GERRY B. CAMERON Director ----------------------------- Gerry B. Cameron *DAVID N. CAMPBELL Director ----------------------------- David N. Campbell *PAUL C. ELY, JR Director ----------------------------- Paul C. Ely, Jr. *A.M. GLEASON Director ----------------------------- A.M. Gleason *MERRILL MCPEAK Director ----------------------------- Merrill A. McPeak *WILLIAM D. WALKER Director ----------------------------- William D. Walker *By CARL W. NEUN ------------------------------ Carl W. Neun, Attorney-in-fact II-5 EXHIBIT INDEX Sequential Exhibit Page Number Document Description Number - ------ -------------------- ------ 4.1 Restated Articles of Incorporation, as amended, of the Company. Incorporated by reference to Exhibit (3) to the Company's Form 10-Q filed October 10, 1998 for the quarter ended August 29, 1998. SEC File No. 1-4837. 4.2 Bylaws, as amended, of the Company. Incorporated by reference to Exhibit (3) to the Company's Form 10-Q filed April 5, 1998 for the 13 weeks ended February 25, 1995. SEC File No. 1-4837. 4.3 Rights Agreement, dated August 16, 1990, between the Company and First Chicago Trust Company of New York. Incorporated by reference to the Company's Current Report on form 8-K dated August 16, 1990. 5.1 Opinion of Stoel Rives LLP. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1). 24.1 Powers of Attorney. EX-5.1 2 OPINION OF STOEL RIVES LLP EXHIBIT 5.1 December 7, 1998 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 Common Shares, no par value, (the "Shares") of the Company, including 1,500,000 additional Shares reserved for issuance under the Stock Incentive Plan of the Company and 4,000,000 Shares reserved for issuance under the 1998 Stock Option 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 reserved for the Stock Incentive Plan and for the 1998 Stock Option Plan 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 LLP EX-23.1 3 CONSENT OF DELOITTE & TOUCHE LLP EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Tektronix, Inc. on Form S-8 of our report dated June 24, 1998, appearing in the Annual Report on Form 10-K of Tektronix, Inc. for the year ended May 30, 1998. DELOITTE & TOUCHE LLP Portland, Oregon Deember 9, 1998 EX-24.1 4 POWERS OF ATTORNEY EXHIBIT 24.1 POWERS OF ATTORNEY (S-8 Registration Statement for Stock Incentive Plan and 1998 Stock Option Plan) The undersigned, an officer and/or director of TEKTRONIX, INC. (the "Company"), constitutes and appoints JEROME J. MEYER, CARL W. NEUN, and JAMES F. DALTON, and each of them, his or her true and lawful attorneys and agents to do any and all acts and things and to execute in his or her name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) any and all instruments that such attorney and agent may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended (the "Act"), and any requirements of the Securities and Exchange Commission (the "SEC") in respect thereof, in connection with the registration and issuance under the Act of Common Shares of the Company to be acquired pursuant to the Tektronix, Inc. 1989 Stock Incentive Plan and the Tektronix, Inc. 1998 Stock Option Plan, including specifically, but without limitation thereto, power and authority to sign his or her name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) to one or more Registration Statements 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 SEC; and the undersigned does hereby ratify and confirm all that such attorney and agent shall do or cause to be done by virtue hereof. DATED: November 3, 1998 JEROME J. MEYER ----------------------------------------- Jerome J. Meyer EXHIBIT 24.1 POWERS OF ATTORNEY (S-8 Registration Statement for Stock Incentive Plan and 1998 Stock Option Plan) The undersigned, an officer and/or director of TEKTRONIX, INC. (the "Company"), constitutes and appoints JEROME J. MEYER, CARL W. NEUN, and JAMES F. DALTON, and each of them, his or her true and lawful attorneys and agents to do any and all acts and things and to execute in his or her name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) any and all instruments that such attorney and agent may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended (the "Act"), and any requirements of the Securities and Exchange Commission (the "SEC") in respect thereof, in connection with the registration and issuance under the Act of Common Shares of the Company to be acquired pursuant to the Tektronix, Inc. 1989 Stock Incentive Plan and the Tektronix, Inc. 1998 Stock Option Plan, including specifically, but without limitation thereto, power and authority to sign his or her name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) to one or more Registration Statements 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 SEC; and the undersigned does hereby ratify and confirm all that such attorney and agent shall do or cause to be done by virtue hereof. DATED: November 3, 1998 PAULINE LO ALKER ----------------------------------------- Pauline Lo Alker EXHIBIT 24.1 POWERS OF ATTORNEY (S-8 Registration Statement for Stock Incentive Plan and 1998 Stock Option Plan) The undersigned, an officer and/or director of TEKTRONIX, INC. (the "Company"), constitutes and appoints JEROME J. MEYER, CARL W. NEUN, and JAMES F. DALTON, and each of them, his or her true and lawful attorneys and agents to do any and all acts and things and to execute in his or her name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) any and all instruments that such attorney and agent may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended (the "Act"), and any requirements of the Securities and Exchange Commission (the "SEC") in respect thereof, in connection with the registration and issuance under the Act of Common Shares of the Company to be acquired pursuant to the Tektronix, Inc. 1989 Stock Incentive Plan and the Tektronix, Inc. 1998 Stock Option Plan, including specifically, but without limitation thereto, power and authority to sign his or her name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) to one or more Registration Statements 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 SEC; and the undersigned does hereby ratify and confirm all that such attorney and agent shall do or cause to be done by virtue hereof. DATED: November 3, 1998 A. GARY AMES ----------------------------------------- A. Gary Ames EXHIBIT 24.1 POWERS OF ATTORNEY (S-8 Registration Statement for Stock Incentive Plan and 1998 Stock Option Plan) The undersigned, an officer and/or director of TEKTRONIX, INC. (the "Company"), constitutes and appoints JEROME J. MEYER, CARL W. NEUN, and JAMES F. DALTON, and each of them, his or her true and lawful attorneys and agents to do any and all acts and things and to execute in his or her name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) any and all instruments that such attorney and agent may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended (the "Act"), and any requirements of the Securities and Exchange Commission (the "SEC") in respect thereof, in connection with the registration and issuance under the Act of Common Shares of the Company to be acquired pursuant to the Tektronix, Inc. 1989 Stock Incentive Plan and the Tektronix, Inc. 1998 Stock Option Plan, including specifically, but without limitation thereto, power and authority to sign his or her name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) to one or more Registration Statements 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 SEC; and the undersigned does hereby ratify and confirm all that such attorney and agent shall do or cause to be done by virtue hereof. DATED: November 3, 1998 GERRY B. CAMERON ----------------------------------------- Gerry B. Cameron EXHIBIT 24.1 POWERS OF ATTORNEY (S-8 Registration Statement for Stock Incentive Plan and 1998 Stock Option Plan) The undersigned, an officer and/or director of TEKTRONIX, INC. (the "Company"), constitutes and appoints JEROME J. MEYER, CARL W. NEUN, and JAMES F. DALTON, and each of them, his or her true and lawful attorneys and agents to do any and all acts and things and to execute in his or her name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) any and all instruments that such attorney and agent may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended (the "Act"), and any requirements of the Securities and Exchange Commission (the "SEC") in respect thereof, in connection with the registration and issuance under the Act of Common Shares of the Company to be acquired pursuant to the Tektronix, Inc. 1989 Stock Incentive Plan and the Tektronix, Inc. 1998 Stock Option Plan, including specifically, but without limitation thereto, power and authority to sign his or her name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) to one or more Registration Statements 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 SEC; and the undersigned does hereby ratify and confirm all that such attorney and agent shall do or cause to be done by virtue hereof. DATED: November 3, 1998 DAVID N. CAMPBELL ----------------------------------------- David N. Campbell EXHIBIT 24.1 POWERS OF ATTORNEY (S-8 Registration Statement for Stock Incentive Plan and 1998 Stock Option Plan) The undersigned, an officer and/or director of TEKTRONIX, INC. (the "Company"), constitutes and appoints JEROME J. MEYER, CARL W. NEUN, and JAMES F. DALTON, and each of them, his or her true and lawful attorneys and agents to do any and all acts and things and to execute in his or her name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) any and all instruments that such attorney and agent may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended (the "Act"), and any requirements of the Securities and Exchange Commission (the "SEC") in respect thereof, in connection with the registration and issuance under the Act of Common Shares of the Company to be acquired pursuant to the Tektronix, Inc. 1989 Stock Incentive Plan and the Tektronix, Inc. 1998 Stock Option Plan, including specifically, but without limitation thereto, power and authority to sign his or her name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) to one or more Registration Statements 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 SEC; and the undersigned does hereby ratify and confirm all that such attorney and agent shall do or cause to be done by virtue hereof. DATED: November 3, 1998 PAUL C ELY, JR. ----------------------------------------- Paul C. Ely, Jr. EXHIBIT 24.1 POWERS OF ATTORNEY (S-8 Registration Statement for Stock Incentive Plan and 1998 Stock Option Plan) The undersigned, an officer and/or director of TEKTRONIX, INC. (the "Company"), constitutes and appoints JEROME J. MEYER, CARL W. NEUN, and JAMES F. DALTON, and each of them, his or her true and lawful attorneys and agents to do any and all acts and things and to execute in his or her name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) any and all instruments that such attorney and agent may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended (the "Act"), and any requirements of the Securities and Exchange Commission (the "SEC") in respect thereof, in connection with the registration and issuance under the Act of Common Shares of the Company to be acquired pursuant to the Tektronix, Inc. 1989 Stock Incentive Plan and the Tektronix, Inc. 1998 Stock Option Plan, including specifically, but without limitation thereto, power and authority to sign his or her name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) to one or more Registration Statements 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 SEC; and the undersigned does hereby ratify and confirm all that such attorney and agent shall do or cause to be done by virtue hereof. DATED: November 3, 1998 A.M. GLEASON ----------------------------------------- A.M. Gleason EXHIBIT 24.1 POWERS OF ATTORNEY (S-8 Registration Statement for Stock Incentive Plan and 1998 Stock Option Plan) The undersigned, an officer and/or director of TEKTRONIX, INC. (the "Company"), constitutes and appoints JEROME J. MEYER, CARL W. NEUN, and JAMES F. DALTON, and each of them, his or her true and lawful attorneys and agents to do any and all acts and things and to execute in his or her name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) any and all instruments that such attorney and agent may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended (the "Act"), and any requirements of the Securities and Exchange Commission (the "SEC") in respect thereof, in connection with the registration and issuance under the Act of Common Shares of the Company to be acquired pursuant to the Tektronix, Inc. 1989 Stock Incentive Plan and the Tektronix, Inc. 1998 Stock Option Plan, including specifically, but without limitation thereto, power and authority to sign his or her name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) to one or more Registration Statements 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 SEC; and the undersigned does hereby ratify and confirm all that such attorney and agent shall do or cause to be done by virtue hereof. DATED: November 3, 1998 MERRILL A. MCPEAK ----------------------------------------- Merrill A. McPeak EXHIBIT 24.1 POWERS OF ATTORNEY (S-8 Registration Statement for Stock Incentive Plan and 1998 Stock Option Plan) The undersigned, an officer and/or director of TEKTRONIX, INC. (the "Company"), constitutes and appoints JEROME J. MEYER, CARL W. NEUN, and JAMES F. DALTON, and each of them, his or her true and lawful attorneys and agents to do any and all acts and things and to execute in his or her name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) any and all instruments that such attorney and agent may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended (the "Act"), and any requirements of the Securities and Exchange Commission (the "SEC") in respect thereof, in connection with the registration and issuance under the Act of Common Shares of the Company to be acquired pursuant to the Tektronix, Inc. 1989 Stock Incentive Plan and the Tektronix, Inc. 1998 Stock Option Plan, including specifically, but without limitation thereto, power and authority to sign his or her name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) to one or more Registration Statements 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 SEC; and the undersigned does hereby ratify and confirm all that such attorney and agent shall do or cause to be done by virtue hereof. DATED: November 3, 1998 WILLIAM D. WALKER ----------------------------------------- William D. Walker -----END PRIVACY-ENHANCED MESSAGE-----