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TEKTRONIX, INC.

JAMES F. DALTON

James F. Dalton

Senior Vice President, General Counsel, and Secretary

As filed with the Securities and Exchange Commission on August 4, 2006

Registration No. 333-

UNITED STATES 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)		Identification No.)

14200 SW Karl Braun Dr.		97077
Beaverton, Oregon		Zip Code
(Address of Principal
Executive Offices)

TEKTRONIX, INC.
DEFERRED COMPENSATION PLAN
STOCK DEFERRAL PLAN
(Full title of plan)

James F. Dalton
Sr. Vice President and General Counsel
Tektronix, Inc.
14200 SW Karl Braun Dr.
Beaverton, Oregon 97077

(Name and address of agent for service)

Telephone number, including area code, of agent for service: (503) 627-6700

Copy to:

Margaret Hill Noto
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2600
Portland, Oregon 97204-1268

CALCULATION OF REGISTRATION FEE

Proposed Maximum

Title of Securities to

Amount to Be

Offering

Aggregate

Amount of

Be Registered

Registered

Price Per Share(1)

Offering Price(1)

Registration Fee

Deferred Compensation Obligations(1)

$9,000,000

N/A

$9,000,000

$963.00

Common Shares, without par value

37,000 Shares(2)

$26.845(3)

$993,265(3)

$106.28

(1)

The Deferred Compensation Obligations are unsecured obligations of Tektronix, Inc. to pay deferred compensation in the future in accordance with the terms of the plans.

(2)

These shares may be issued by the Company or purchased in the open market and delivered from time to time under the Tektronix, Inc. Stock Deferral Plan.

(3)

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 for the shares is based on $26.845, which was the average of the high and low prices of Common Shares of Tektronix, Inc. on the New York Stock Exchange on August 1, 2006.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents By Reference.

The following documents filed by Tektronix, Inc. (the “Registrant”) with the Securities and Exchange Commission are incorporated herein by reference:

(a) The Registrant’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 Registrant’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 Registrant contained in the Registrant’s registration statement filed under Section 12 of the Securities Exchange Act of 1934, as amended, including any amendment or report filed for the purpose of updating the description.

All reports and other documents subsequently filed by the Registrant 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.

The Company’s Deferred Compensation Plan (the “Deferred Compensation Plan”) and the Company’s Stock Deferral Plan (the “Stock Deferral Plan”) each provide members of the Company’s Board of Directors and certain eligible employees of the Company with an opportunity to defer a portion of their compensation. The respective obligations of the Company under the Deferred Compensation Plan and the Stock Deferral Plan (collectively, the “Obligations”) will be unsecured general obligations of the Company to pay the compensation deferred in accordance with the terms of the Deferred Compensation Plan or the Stock Deferral Plan, as applicable. The Obligations will rank equally with other unsecured and unsubordinated indebtedness of the Company from time to time outstanding.

Although the respective benefits under the Deferred Compensation Plan and the Stock Deferral Plan will be paid from the general assets of the Company, the Company has established a grantor trust, known as a “rabbi trust,” to assist with benefit payments under certain circumstances. Amounts held under the rabbi trust in a subtrust for purposes of the Deferred Compensation Plan may only be used to pay benefits under the Deferred Compensation Plan or to satisfy the claims of the Company’s general creditors. Amounts held under the rabbi trust in a subtrust for purposes of the Stock Deferral Plan may only be used to pay benefits under the Stock Deferral Plan or to satisfy the claims of the Company’s general creditors. The Company may designate individual participants or groups that will not be covered by the rabbi trust.

The amount of compensation to be deferred by each participant in the Deferred Compensation Plan or the Stock Deferral Plan will be based on elections by the participant in accordance with the terms of the Deferred Compensation Plan or the Stock Deferral Plan, as applicable. Certain employees will also receive deferred compensation to approximate amounts that would have accrued under the Company’s Cash Balance Plan if certain limits on accruals under qualified retirement plans did not apply. The Obligations under each plan will generally become due on retirement, death, other termination of employment or on such other date as the participant elects and in the form elected by the participant in accordance with the terms of the Deferred Compensation Plan or the Stock Deferral Plan, as applicable. Under the Deferred Compensation Plan, except for certain Obligations accrued before 2006, the Obligations will be indexed to one or more investment alternatives selected by the participant from a range

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of such alternatives (not including the Company’s Common Shares), and the amount of the Obligations payable to each participant under the Deferred Compensation Plan will increase or decrease based on the investment returns of the chosen investment alternatives. Under the Stock Deferral Plan, the Obligations will be indexed only to the Company’s Common Shares. However, participant deferrals under both the Deferred Compensation Plan and the Stock Deferral Plan will be the Company’s general assets, and, as a result, the participants will have no ownership interest in any of the deferred compensation or the investment alternatives. The Company may, but is not obligated to, invest the deferred compensation in one or more of the investment alternatives. Obligations under the Deferred Compensation Plan will be denominated and payable in United States dollars. Obligations under the Stock Deferral Plan will be settled in Common Shares. The Company may issue Common Shares or purchase Common Shares in the open market for this purpose and the rabbi trust may purchase Common Shares of the Company in the open market for this purpose.

A participant in either the Deferred Compensation Plan or the Stock Deferral Plan may not sell, assign, transfer, pledge or otherwise encumber any amounts credited to his or her account under the applicable plan. Each such participant may designate a beneficiary to receive benefits under the applicable plan upon the participant’s death. The Company reserves the right to amend or terminate either the Deferred Compensation Plan or the Stock Deferral Plan at any time, except that no such amendment or termination shall reduce any amounts already credited to a participant’s account under the Deferred Compensation Plan or the Stock Deferral Plan, as applicable. After a change in control, as defined in the Plans, amendment of investment indexes and time and form of payment are restricted. If any amount of the Obligations that would otherwise be paid to a participant would be non-deductible to the Company under Section 162(m) of the Internal Revenue Code of 1986, as amended, then the Company may defer payment of such amount until the Company reasonably believes that the Company’s deduction for payment will not be limited. The total amount of Obligations under the Deferred Compensation Plan being registered pursuant to this Registration Statement is $9,000,000, and the total number of Common Shares issuable under the Stock Deferral Plan being registered pursuant to this Registration Statement is 37,000.

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 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

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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.

Item 7. Exemption From Registration Claimed.

Not Applicable.

Item 8. Exhibits.


4.1		Restated Articles of Incorporation of the Company, as amended. Incorporated by reference to Exhibit (3)(i) of Form 10-K filed August 12, 2004, SEC File No. 1-04837.

4.2		Bylaws of the Company, as amended. Incorporated by reference to Exhibit (3)(ii) of Form 8-K filed May 9, 2005, SEC File No. 1-04837.

4.3		Rights Agreement dated June 21, 2000, between the Company and ChaseMellon Shareholder Services, L.L.C. Incorporated by reference to Exhibit (4) of Form 8-K filed June 28, 2000. SEC File No. 1-04837.

5.1		Opinion of Stoel Rives LLP.

23.1		Consent of Independent Registered Public Accounting Firm.

23.2		Consent of Stoel Rives LLP (included in Exhibit 5.1).

24.1		Powers of Attorney.

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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.

(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.

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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 August 4, 2006.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on August 4, 2006.


	Signature	Title

(1)	Principal Executive Officer:

	*RICHARD H. WILLS Richard H. Wills	Chairman of the Board, Chief Executive Officer, President and Director

(2)	Principal Financial and Accounting Officer:

	*COLIN L. SLADE Colin L. Slade	Sr. Vice President and Chief Financial Officer

(3)	Directors:

	*PAULINE LO ALKER	Director

	Pauline Lo Alker

	*A. GARY AMES A. Gary Ames	Director

	*GERRY B. CAMERON Gerry B. Cameron	Director

	*DAVID N. CAMPBELL David N. Campbell	Director

	*FRANK C. GILL Frank C. Gill	Director

	*MERRILL A. MCPEAK Merrill A. McPeak	Director

	*ROBIN L. WASHINGTON Robin L. Washington	Director

	*CYRIL J. YANSOUNI Cyril J. Yansouni	Director



*By:	JAMES F. DALTON

	James F. Dalton, Attorney-in-fact

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EXHIBIT INDEX


Exhibit Number		Document Description

4.1		Restated Articles of Incorporation, as amended, of the Company. Incorporated by reference to Exhibit (3)(i) of Form 10-K filed August 12, 2004, SEC File No. 1-04837.

4.2		Bylaws, as amended, of the Company. Incorporated by reference to Exhibit (3)(ii) of Form 8-K filed May 9, 2005, SEC File No. 1-04837.

4.3		Rights Agreement, dated June 21, 2000, between the Company and ChaseMellon Shareholder Services, L.L.C. Incorporated by reference to Exhibit (4) of Form 8-K filed June 28, 2000. SEC File No. 1-04837.

5.1		Opinion of Stoel Rives LLP.

23.1		Consent of Independent Registered Public Accounting Firm.

23.2		Consent of Stoel Rives LLP (included in Exhibit 5.1).

24.1		Powers of Attorney.