As filed with the Securities and Exchange Commission on February 7, 1997
Registration No. 333-_______________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
TANDEM COMPUTERS INCORPORATED
- --------------------------------------------------------------------------------
(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
- --------------------------------------- -------------------
Address of principal executive offices) (Zip code)
TANDEM COMPUTERS INCORPORATED 1997 STOCK PLAN
---------------------------------------------
(as Adopted Effective February 1996)
------------------------------------
(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
--------------
(Name, address and telephone number of
agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
==========================================================================================================
Proposed Maximum
Proposed Maximum Aggregate Amount of
Title of Securities To Amount To Be Offering Price Offering Price Registration
Be Registered Registered Per Share(1) (1) Fee (2)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,115,000 shares $13.81 $15,398,150 $4,666.11
==========================================================================================================
(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 February 3, 1997.
(2) The registration fee has been calculated pursuant to Rule 457(h).
</TABLE>
------------------
The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
- ------ ----------------
Item 2. Registrant Information and Employee Plan Annual
- ------ -----------------------------------------------
Information.*
-----------
* Information required by Part I to be contained in the
Section 10(a) prospectus is omitted from this
Registration Statement in accordance with Rule 428
under the Securities Act of 1933, as amended, and the
Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents By Reference.
- ------ -----------------------------------------------
The following documents, filed with the Securities and Exchange
Commission (the "Commission") by the Registrant, are hereby incorporated by
reference in this Registration Statement:
(i) The Registrant's Annual Report on Form 10-K
for the fiscal year ended September 30, 1996, as
amended;
(ii) The information with regard to the Registrant's capital
stock contained in the Registrant's Registration Statement on Form 10,
filed with the Commission pursuant to section 12 of the Securities
Exchange Act of 1934, including any subsequent amendment or report
filed for the purpose of updating such information.
In addition, all documents subsequently filed by the Registrant pursuant to
sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
- ------ -------------------------
Not Applicable.
-2-
<PAGE>
Item 5. Interests of Named Experts and Counsel.
- ------ ----------------------------------------
Not Applicable.
Item 6. Indemnification of Officers and Directors.
- ------ -----------------------------------------
Section 145 of the Delaware General Corporation Law (the "Delaware
GCL") permits the Registrant to indemnify any person against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with any threatened, pending or
completed action, suit or proceeding in which such person is made a party by
reason of his being or having been a director, officer, employee or agent of
such company, in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act. The statute provides that
indemnification pursuant to its provisions is not exclusive of other rights of
indemnification to which a person may be entitled under any by-law, agreement,
vote of stockholders or disinterested directors, or otherwise.
Paragraph B(i) of Article XI of the Registrant's Restated Certificate
of Incorporation provides that the corporation shall, to the fullest extent
permitted by Delaware Law, indemnify any person (the "Indemnitee") who is or was
involved in any manner (including, without limitation, as a party or witness) in
any threatened, pending or completed criminal, administrative or investigative
(including, without limitation, any action, suit or proceeding brought by or in
the right of the corporation to procure a judgment in its favor) (a
"Proceeding"), by reason of the fact that Indemnitee is or was a director,
officer, employee, agent, fiduciary or other official of the Registrant, or is
or was serving another entity or enterprise in such capacity at the request of
the Registrant, against all expenses and liabilities actually and reasonably
incurred by Indemnitee in connection with such Proceeding.
Paragraph B(ii) or Article XI of the Registrant's Restated Certificate
of Incorporation provides that the corporation may enter into contracts to
provide individual Indemnitees with specific rights of indemnification to the
fullest extent permitted by Delaware Law and may create trust funds, grant
security interests, obtain letters of credit or use other means to ensure the
payment of such amounts as may be necessary to effect the rights provided by the
Restated Certificate of Incorporation or in any such contract.
The directors and officers of the Registrant and its subsidiaries are
covered by policies of insurance under which they are insured, within limits and
subject to the limitations of the policies, against certain expenses in
connection with the defense of actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such actions,
-3-
<PAGE>
suits or proceedings, in which they are parties by reason of being or having
been directors or officers under the applicable statutes and its charter
provisions. In addition, pursuant to authority contained in the Registrant's
Restated Certificate of Incorporation (as set forth above), the Registrant has
entered into indemnification agreements with its directors and officers.
Item 7. Exemption from Registration Claimed.
- ------ -----------------------------------
Not Applicable.
Item 8. Exhibits.
- ------ --------
See Index to Exhibits on page 8
Item 9. Undertakings.
- ------ ------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, 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 this 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 this Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table
in the effective registration statement.
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in
-4-
<PAGE>
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 this
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 further 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 this 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.
-5-
<PAGE>
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 February 7, 1997.
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 Enrico L. Pesatori, 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 February 7, 1997
- -------------------------------- Officer and Director
Roel Pieper (Principal Executive
Officer)
-6-
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Enrico L. Pesatori President, February 7, 1997
- --------------------------------- Chief Operating
Enrico L. Pesatori Officer, Interim
Chief Financial Officer
and Director (Principal
Financial Officer)
/s/ Kenneth R. Barber Senior Vice February 7, 1997
- --------------------------------- President, Finance
Kenneth R. Barber and Corporate
Controller (Principal
Accounting Officer)
/s/ Morton Collins
- ---------------------------------
Morton Collins Director February 7, 1997
/s/ Franklin P. Johnson, Jr.
- ---------------------------------
Franklin P. Johnson, Jr. Director February 7, 1997
/s/ Robert M. Kavner
- ---------------------------------
Robert M. Kavner Director February 7, 1997
/s/ Thomas J. Perkins
- ---------------------------------
Thomas J. Perkins Director February 7, 1997
/s/ Vera Stephanie Shirley
- ---------------------------------
Vera Stephanie Shirley Director February 7, 1997
/s/ Robert G. Stone, Jr.
- ---------------------------------
Robert G. Stone, Jr. Director February 7, 1997
/s/ Alex S. Vieux
- ---------------------------------
Alex S. Vieux Director February 7, 1997
/s/ Walter B. Wriston
- ---------------------------------
Walter B. Wriston Director February 7, 1997
-7-
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit
Number Exhibit
- ------- -------
4.1* The Tandem Computers Incorporated
1997 Stock Plan.*
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 6 and 7).
- ---------------
* Incorporated by reference.
-8-
<PAGE>
EXHIBIT 5.1
February 7, 1997
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 1,115,000 shares of the Company's Common Stock issuable pursuant
to the Tandem Computers Incorporated 1997 Stock Plan (as adopted effective
February, 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
<PAGE>
EXHIBIT 24.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
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 1997 Stock
Plan of our report dated October 22, 1996, 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, 1996, filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
San Jose, California
February 7, 1997
