SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMDAHL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 94-1728548
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
1250 East Arques Avenue
Sunnyvale, California 94088-3470
(Address of Principal (Zip Code)
Executive Offices)
AMDAHL CORPORATION
STOCK OPTION PLAN OF DMR GROUP INC.
(Full title of the plans)
Bruce J. Ryan
Executive Vice President, Chief Financial Officer
and Corporate Secretary
AMDAHL CORPORATION
1250 East Arques Avenue
Sunnyvale, California 94088-3470
(Name and address of agent for service)
(408) 746-6000
(Telephone number, including area code, of agent for service)
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This Registration Statement shall become effective immediately
upon filing with the Securities and Exchange Commission, and
sales of the registered securities will thereafter be effected
upon share issuances or option exercises effected under the
Amdahl Corporation Stock Option Plan of DMR Group Inc.
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE PRICE FEE
- ---------- ---------- --------- --------- ------------
<S> <C> <C> <C> <C>
common stock 34,000 $8.50 $289,000.00 $99.66
(1) This Registration Statement shall also cover any additional shares of common stock
which become issuable under the Amdahl Corporation Stock Option Plan of DMR Group
Inc.("DMR Plan") by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration which results in an
increase in the number the Company's outstanding shares of common stock.
(2) Solely for the purpose of calculating the registration fee, the price per share of
common stock has been estimated in accordance with Rule 457(h). Accordingly, the price
per share of the common stock offered under the DMR Plan, has been estimated at $8.50,
based on the average of the lowest and highest selling prices of the Company's common
stock on the American Stock Exchange on March 26, 1996.
</TABLE>
<PAGE>
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
Amdahl Corporation (the "Registrant" or the "Company")
hereby incorporates by reference into this Registration Statement
the following documents previously filed with the Securities and
Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 29, 1995, filed pursuant to Section 13
of the Securities Exchange Act of 1934 (the "1934 Act").
All reports and documents filed pursuant to Section 13(a),
13(c), 14 or 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the
date of filing of such documents.
Item 4. Description of Securities
Incorporated by reference to Registrant's Form S-8 333-01945,
filed March 25, 1996.
Item 5. Interests of Named Experts and Counsel
Not Applicable
Item 6. Indemnification of Directors and Officers
Incorporated by reference to Registrant's Form S-8 333-01945,
filed March 25, 1996.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
4(a) Amdahl Corporation Stock Option Plan of DMR Group
Inc.(Incorporated by reference to Registrant's Form S-8
333-01945, filed March 25, 1996.)
4(b) Form of Stock Option Agreement under the Amdahl
Corporation Stock Option Plan of DMR Group
Inc.(Incorporated by reference to Registrant's Form S-8
333-01945, filed March 25, 1996.)
4(c) Form of Stock Option Assumption Agreement between
Amdahl Corporation and optionees under the Amdahl
Corporation Stock Option Plan of DMR Group
Inc.(Incorporated by reference to Registrant's Form S-8
333-01945, filed March 25, 1996.)
23(a)* Consent of Counsel
23(b)* Consent of Independent Public Accountants
24* Power of Attorney
* filed herewith
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 1933
Act, (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, and
(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 clauses
(1)(i) and (1)(ii) shall 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 132 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2)
that for the purpose of determining any liability under the 1933
Act 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 at that time shall be deemed to
be the initial bona fide offering thereof; and (3) to remove from
registration by means of a post-effective amendment any of the
securities being registered which remain unsold upon the
termination of the Registrant's DMR Plan.
B. Incorporated by reference to Registrant's Form S-8 333-01945,
filed March 25, 1996.
C. Incorporated by reference to Registrant's Form S-8 333-01945,
filed March 25, 1996.
<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 Sunnyvale, State of California, on this 28th day of
March, 1996.
AMDAHL CORPORATION
By /s/ John C. Lewis
-------------------
John C. Lewis
Chairman of the Board,
Chief Executive Officer and
President
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/John C. Lewis Chairman of the Board March 28, 1996
- ------------------ Chief Executive Officer
E. Joseph Zemke and President
(Principal Executive Officer)
/s/Ernest B. Thompson Vice President and March 28, 1996
- --------------------- Controller
Ernest B. Thompson (Principal Accounting Officer)
/s/Bruce J. Ryan Executive Vice March 28, 1996
- ---------------- President, Chief
Bruce J. Ryan Financial Officer and
Corporate Secretary
(Principal Financial Officer)
Keizo Fukagawa* Director
- -----------------
Keizo Fukagawa
Michael R. Hallman* Director
- -------------------
Michael R. Hallman
<PAGE>
E.F. Heizer, Jr.* Director
- -------------------
E.F. Heizer, Jr.
Kazuto Kojima* Director
- ----------------
Kazuto Kojima
Burton G. Malkiel* Director
- --------------------
Burton G. Malkiel
George R. Packard* Director
- --------------------
George R. Packard
Walter B. Reinhold* Director
- ---------------------
Walter B. Reinhold
Takamitsu Tsuchimoto* Director
- -----------------------
Takamitsu Tsuchimoto
J. Sidney Webb* Director
- -----------------
J. Sidney Webb
* By: /s/Bruce J. Ryan Attorney in Fact March 28, 1996
----------------
Bruce J. Ryan
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
23(a) Consent of Counsel
23(b) Consent of Independent Public Accountants
24 Power of Attorney
Exhibit 23(a)
March 27, 1996
Amdahl Corporation
1250 East Arques Avenue
Sunnyvale, CA 94088-3470
Re: Amdahl Corporation Registration Statement for Offering
of 34,000 Shares of Common Stock
Gentlemen:
In connection with the registration under the Securities Act
of 1933, as amended, on a Form S-8 registration statement to
be filed with the Securities and Exchange Commission on
March 28, 1996 (the "Registration Statement"), of 34,000
shares of common stock, par value of $0.05 per share, of
Amdahl Corporation, which are to be offered and sold under
the Amdahl Corporation Stock Option Plan of DMR Group Inc.
("DMR Plan"), I advise you that in my opinion when the
34,000 shares of such common stock that are issuable upon
exercise of options granted under the DMR Plan have been
issued and sold in accordance with and as described in the
Registration Statement, such shares will be legally issued,
fully paid and nonassessable shares of common stock of
Amdahl Corporation.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/G. Gregory Handschuh
G. Gregory Handschuh
General Counsel and
VP Legal Affairs
Exhibit 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports dated January 24, 1996 included (or incorporated by
reference) in Amdahl Corporation's Form 10-K for the fiscal year
ended December 29, 1995.
/s/Arthur Andersen LLP
----------------------
ARTHUR ANDERSEN LLP
San Jose, California
March 21, 1996
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Amdahl
Corporation, a Delaware corporation, do hereby constitute and
appoint E. Joseph Zemke and Bruce J. Ryan and each of them,
the lawful attorneys-in-fact and agents with full power and
authority to do any and all acts and things and to execute any
and all instruments which said attorneys and agents, and either
one of them, determine may be necessary or advisable or required
to enable said corporation to comply with the Securities Act of
1933, as amended, and any rules or regulations or requirements of
the Securities and Exchange Commission in connection with this
Registration Statement. Without limiting the generality of the
foregoing power and authority, the powers granted include the
power and authority to sign the names of the undersigned officers
and directors in the capacities indicated below to this
Registration Statement, to any and all amendments, both pre-
effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or
documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and
each of the undersigned hereby ratifies and confirms that all
said attorneys and agents, or either of them, shall do or cause
to be done by virtue hereof. This Power of Attorney may be
signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed
this Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
- --------- ------ ----
/s/E. Joseph Zemke President, Chief February 8, 1996
- ------------------ Executive Officer and
E. Joseph Zemke Director (Principal
Executive Officer)
/s/Bruce J. Ryan Senior Vice President, February 8, 1996
- --------------------- Chief Financial Officer and
Bruce J. Ryan and Corporate Secretary
(Principal Financial Officer)
/s/Ernest B. Thompson Vice President and February 8, 1996
- --------------------- Controller (Principal
Ernest B. Thompson Accounting Officer)
/s/John C. Lewis Chairman of the Board February 8, 1996
- ---------------- of Directors
John C. Lewis
/s/Keizo Fukagawa Director February 8, 1996
- -----------------
Keizo Fukagawa
/s/Michael R. Hallman Director February 8, 1996
- ---------------------
Michael R. Hallman
/s/E. F. Heizer, Jr. Director February 8, 1996
- --------------------
E. F. Heizer, Jr.
/s/Kazuto Kojima Director February 8, 1996
- ----------------
Kazuto Kojima
/s/Burton G. Malkiel Director February 8, 1996
- --------------------
Burton G. Malkiel
/s/George R. Packard Director February 8, 1996
- --------------------
George R. Packard
/s/Walter B. Reinhold Director February 8, 1996
- ---------------------
Walter B. Reinhold
/s/Takamitsu Tsuchimoto Director February 8, 1996
- -----------------------
Takamitsu Tsuchimoto
/s/J. Sidney Webb Director February 8, 1996
- -----------------
J. Sidney Webb
