<PAGE>
As filed with the Securities and Exchange Commission on November 27, 1996
Registration No. 33-_______________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
TANDEM COMPUTERS INCORPORATED
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(Exact name of issuer as specified in its charter)
Delaware 94-2266618
--------------------------------- ------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
19333 Vallco Parkway
Cupertino, California 95014-2599
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(Address of principal executive offices) (Zip code)
TANDEM COMPUTERS INCORPORATED EMPLOYEE STOCK PURCHASE PLAN
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(AS AMENDED AND RESTATED EFFECTIVE APRIL 29, 1996)
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(Full title of the plan)
JOSEPHINE T. PARRY, ESQ. Copy to:
Vice President, General Counsel KATHARINE A. MARTIN, ESQ.
and Secretary Pillsbury Madison & Sutro LLP
Tandem Computers Incorporated 2700 Sand Hill Road
10435 North Tantau Avenue Menlo Park, CA 94025-7020
Cupertino, California 95014-0709 (415) 233-4500
(408) 725-6000
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(Name, address and telephone number of
agent for service)
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Maximum
Title of Proposed Maximum Aggregate Amount of
Securities To Amount To Be Offering Price Offering Price Registration
Be Registered Registered Per Share (1) Fee (2)
- --------------------------------------------------------------------------------
Common Stock 3,600,000 shares $14.00 $50,400,000 $15,272.73
================================================================================
(1) Estimated solely for the purpose of calculating the registration fee on
the basis of the average of the high and low sale prices on the New York
Stock Exchange on November 26, 1996.
(2) The registration fee has been calculated pursuant to Rule 457(h).
__________________
The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.
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The contents of the Registrant's Form S-8 Registration Statement,
Registration No. 33-12572, filed on March 11, 1987, are hereby incorporated by
reference, pursuant to General Instruction E of Form S-8.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 Cupertino, State of California, on November 27, 1996.
TANDEM COMPUTERS INCORPORATED
By /s/ Roel Pieper
-----------------------------------
Roel Pieper
Chief Executive Officer
and Director
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Roel Pieper and David J. Rynne, and each
of them, his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments,
including post-effective amendments, to this Registration Statement, and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or their substitute
or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
Signature Title Date
--------- ----- ----
/s/ Roel Pieper Chief Executive November 27, 1996
- ----------------------------- Officer and Director
Roel Pieper (Principal Executive
Officer)
-3-
<PAGE>
Signature Title Date
--------- ----- ----
/s/ David J. Rynne Senior Vice November 27, 1996
- ----------------------------- President and
David J. Rynne Chief Financial
Officer (Prin-
cipal Financial
Officer)
/s/ Enrico L. Pesatori President, November 27, 1996
- ----------------------------- Chief Operating
Enrico L. Pesatori Officer and Director
/s/ Jack F. Bennett
- ----------------------------- Director November 27, 1996
Jack F. Bennett
/s/ Morton Collins Director November 27, 1996
- -----------------------------
Morton Collins
/s/ Franklin P. Johnson, Jr. Director November 27, 1996
- -----------------------------
Franklin P. Johnson, Jr.
/s/ Robert M. Kavner Director November 27, 1996
- -----------------------------
Robert M. Kavner
/s/ Thomas J. Perkins Director November 27, 1996
- -----------------------------
Thomas J. Perkins
/s/ Vera Stephanie Shirley Director November 27, 1996
- -----------------------------
Vera Stephanie Shirley
/s/ Robert G. Stone, Jr. Director November 27, 1996
- -----------------------------
Robert G. Stone, Jr.
/s/ Washington SyCip Director November 27, 1996
- -----------------------------
Washington SyCip
/s/ Alex S. Vieux Director November 27, 1996
- -----------------------------
Alex S. Vieux
/s/ Walter B. Wriston Director November 27, 1996
- -----------------------------
Walter B. Wriston
-4-
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INDEX TO EXHIBITS
-----------------
Exhibit
Number Exhibit
- ------- -------
5.1 Opinion of Pillsbury Madison &
Sutro LLP as to the legality of the
securities being registered.
24.1 Consent of Pillsbury Madison &
Sutro LLP (included in Exhibit
5.1).
24.2 Consent of Ernst & Young LLP.
25.1 Powers of Attorney (see pages 3 and
4).
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<PAGE>
EXHIBIT 5.1
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November 27, 1996
Tandem Computers Incorporated
10435 North Tantau Avenue
Cupertino, CA 95014
Re: Registration Statement on Form S-8
Gentlemen:
With reference to the Registration Statement on Form S-8 to be filed by
Tandem Computers Incorporated, a Delaware corporation (the "Company"), with the
Securities and Exchange Commission under the Securities Act of 1933 relating to
an additional 3,600,000 shares of the Company's Common Stock issuable pursuant
to the Tandem Computers Incorporated Employee Stock Purchase Plan (as amended
and restated effective April 29, 1996) (the "Plan"), it is our opinion that such
shares of Common Stock of the Company, when issued and sold in accordance with
the Plan, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ Pillsbury Madison & Sutro LLP
Pillsbury Madison & Sutro LLP
E-05773
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EXHIBIT 24.2
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CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
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The Board of Directors
Tandem Computers Incorporated
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Tandem Computers Incorporated Employee Stock
Purchase Plan of our report dated October 24, 1995, with respect to the
consolidated financial statements and schedule of Tandem Computers Incorporated
included in its Annual Report (Form 10-K) for the year ended September 30, 1995,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
San Jose, California
November 27, 1996
