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)
------------------------------------------------------------
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.
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<TABLE>
<CAPTION>
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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
- ---------- ---------- --------- --------- ------------
<C> <C> <C> <C> <C>
common stock 230,563 $8.90625 $2,053,451.72 $708.10
(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 $8.90625,
based on the average of the lowest and highest selling prices of the Company's common
stock on the American Stock Exchange on March 20, 1996.
</TABLE>
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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
The Company's authorized capital stock consists of
200,000,000 shares of common stock, par value of $.05 per share,
and 5,000,000 shares of Preferred Stock, par value of $1.00 per
share. As of March 20, 1996 there were 119,815,039 shares of
common stock outstanding, and no shares of Preferred Stock
outstanding.
Common Stock
Dividends. Subject to the restrictions described under
"Preferred Stock" below, holders of common stock are entitled to
such dividends as may be declared by the Board of Directors (the
"Board") out of funds legally available therefor.
Voting Rights. Holders of common stock are entitled to one
(1) vote per share on all matters submitted to a vote of holders
of common stock except that holders are entitled to cumulate
their votes in the election of directors.
Liquidation Rights. Upon liquidation or dissolution of the
Company, after satisfaction of any liquidation preferences of the
outstanding Preferred Stock (if any), holders of common stock are
entitled to receive pro rata all assets remaining available for
distribution to stockholders.
Other. All outstanding shares of common stock are, and all
shares of common stock issued pursuant to the provisions of the
Plans will, upon the receipt of payment therefor, be validly
issued, fully paid and nonassessable. Holders of common stock
have no preemptive rights.
Preferred Stock
Preferred Stock may be issued from time to time in one or
more series, each of such series to have such designations,
preferences and relative, participating, optional or other
special rights, and qualifications, limitations or restrictions
that are not set in the Company's Restated Certificate of
Incorporation, as the Board determines.
Dividends. The Board may fix by resolution(s) the relative
priority of each series in relation to other series, the rate on
shares of each series and the necessary dates to effectuate a
dividend declaration. Also, the Board may set the limitations
and restrictions that effect the common stock while any Preferred
Stock is outstanding upon the payment of dividends.
Conversion. The Board may fix by resolution(s) whether or
not shares of a series are convertible, the method of conversion
and all terms and conditions for such conversion.
Sinking Fund. The Board may determine by resolution(s)
whether or not shares of a series shall be subject to the
operation of a sinking fund and the terms and provisions relative
to the operation thereof.
Redemption. The Board may fix by resolution(s) the terms
and conditions and the restrictions and limitations applicable to
each series in regards to the redemption of shares, to the extent
that such are not set in the Restated Certificate of
Incorporation.
Voting Rights. Except as stated in the Restated Certificate
of Incorporation, required by law or as may be provided in the
resolution(s) adopted by the Board providing for the issuance of
any series of Preferred Stock, no holder of Preferred Stock shall
have any voting powers as to any manners upon which stockholders
of the Corporation have the right to vote.
Liquidation Rights. The Board may fix by resolution(s) the
relative priority of each series in relation to other series and
the amount(s) the stockholders of each series shall be entitled
to receive. Also, the Board may set limitations and restrictions
that effect the common stock while any Preferred Stock is
outstanding upon the distribution of assets on liquidation.
Item 5. Interests of Named Experts and Counsel
Not Applicable
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of Delaware and
the Registrant's Restated Bylaws contain provisions authorizing
the indemnification of corporate directors and officers against
certain liabilities and expenses incurred in connection with
proceedings involving such persons in their capacities as
directors and officers, including proceedings under the
Securities Act of 1933 ("1933 Act") or the 1934 Act.
Article IX of the Bylaws requires the Registrant to
indemnify all directors and officers to the fullest extent
permitted by Delaware law and also provides for the advancement
of expenses to officers and directors in connection with their
defense of civil or criminal proceedings upon the written
undertaking of the director or officer to repay the advance in
the event it is ultimately determined that such individual is not
entitled to indemnification under the General Corporation Law of
Delaware.
In addition, the Registrant has entered into supplemental
indemnification agreements with its directors which broaden the
scope of indemnity beyond that expressly provided by the Bylaws
and the Delaware General Corporation Law. These supplemental
contracts are permissible under Delaware General Corporation Law
and have been approved by the Registrant's stockholders. The
agreements provide the directors with indemnification to the
fullest possible extent permitted by law against all expenses
(including attorney fees), judgments, fines and settlement
amounts incurred or paid by them in any action or proceeding
(including any action by or in the right of the Registrant) by
reason of their service either as a director, officer, employee
or agent of the Registrant or, at the Registrant's request, as a
director, officer, agent or employee of another company,
partnership, joint venture, trust or other enterprise. However,
no indemnity will be provided to any director with respect to
conduct which is adjudged to be knowingly fraudulent,
deliberately dishonest or to constitute willful misconduct.
Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers or controlling
persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in the 1933 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 1933 Act and will be governed by the
final adjudication of such issue.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
4(a) Amdahl Corporation Stock Option Plan of DMR Group Inc.
4(b) Form of Stock Option Agreement under the Amdahl Corporation
Stock Option Plan of DMR Group Inc.
4(c) Form of Stock Option Assumption Agreement between Amdahl
Corporation and optionees under the Amdahl Corporation Stock
Option Plan of DMR Group Inc.
23(a)Consent of Counsel
23(b)Consent of Independent Public Accountants
24 Power 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 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 1994 Plan.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each
filing of the Registrant's annual report pursuant to section
13(a) or section 15(d) of the 1934 Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant
to section 15(d) of the 1934 Act) 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 1933 Act may be permitted to directors, officers or
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been informed that
in the opinion of the Commission such indemnification is against
public policy as expressed in the 1933 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 controller 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 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 25th 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 25, 1996
- ------------------ Chief Executive Officer
E. Joseph Zemke and President
(Principal Executive Officer)
/s/Ernest B. Thompson Vice President and March 25, 1996
- --------------------- Controller
Ernest B. Thompson (Principal Accounting Officer)
/s/Bruce J. Ryan Executive Vice March 25, 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 25, 1996
----------------
Bruce J. Ryan
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
4(a) Amdahl Corporation Stock Option Plan of DMR Group Inc.
4(b) Form of Stock Option Agreement under the Amdahl
Corporation Stock Option Plan of DMR Group Inc.
4(c) Form of Stock Option Assumption Agreement between
Amdahl Corporation and optionee under the Amdahl
Corporation Stock Option Plan of DMR Group Inc.
23(a) Consent of Counsel
23(b) Consent of Independent Public Accountants
24 Power of Attorney
EXHIBIT 4(a)
AMDAHL CORPORATION
STOCK OPTION PLAN
OF
DMR GROUP INC.
(the "Plan")
The Plan was adopted and assumed by the Compensation Committee of
the Board of Directors of Amdahl Corporation, a Delaware
corporation ("Amdahl"), on February 7, 1996. Registration of the
Plan was authorized by Amdahl's Board of Directors on February 8,
1996.
CIRCULAR RESPECTING THE ISSUE OF
CLASS A SUBORDINATE VOTING SHARES
OF DMR GROUP INC. TO SENIOR
EXECUTIVES AND SENIOR MANAGEMENT
EMPLOYEES OF DMR GROUP INC. BY
WAY OF STOCK OPTIONS
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1. PURPOSE OF THE STOCK OPTION PLAN
The Stock Option Plan described in this Circular (the
"Plan") has been instituted in order to permit DMR Group Inc.
(the "Corporation") to offer from time to time, in its
discretion, to the senior executives and senior management
employees of the Corporation and of its subsidiaries, by way of
stock options, the right to subscribe, as and from October 15,
1986, subject to the conditions of the Plan, Class A Subordinate
Voting Shares (the "Class A Subordinate Shares") of the
Corporation and to provide therefore to such senior executives
and senior management employees an additional incentive to
promote the growth of the Corporation to the best of their
ability.
2. ELIGIBILITY
The options are granted only to senior executives and
senior management employees of the Corporation and its
subsidiaries, the words "senior executives" having the meaning
given to them by the Securities Act (Quebec)and the words "senior
management employees" having the meaning given to them by the
Board of Directors of the Corporation. Furthermore, senior
executives and senior management employees to whom options have
been granted in accordance with the Plan will be entitled to
exercise such options if, at the time of subscription, they
remain senior executives or senior management employees of the
Corporation or of its subsidiaries, as the case may be, the whole
subject to paragraph e) of Section 6.
The Board of Directors or the Executive Committee of
the Corporation shall designate from time to time, in its
discretion, the senior executives and senior management employees
of the Corporation and of its subsidiaries to whom are granted
options (the "Participants") under the Plan, the date or dates at
which the options shall be granted, the term of the options and
the frequency with which a Participant may exercise his options.
The Class A Subordinate Shares of the Corporation in
respect of which options may be granted under the Plan are
hereinafter called the "Offered Shares".
3. TYPE AND NUMBER OF SHARES OFFERED
The Offered Shares are Class A Subordinate Shares of
the Corporation. The Offered Shares shall be issued from the
treasury.
The authorized capital stock of the Corporation
consists of an unlimited number of First Preferred Shares without
nominal or par value, issuable in one or more series, of an
unlimited number of Second Preferred Shares, without nominal or
par value, issuable in one or more series, of an unlimited number
of Second Preferred Shares without nominal or par value, issuable
in one or more series, of an unlimited number of Class A
Subordinate Shares, without nominal or par value, and of
6,809,706 Class B shares, without nominal or par value, plus a
number of Class B shares sufficient to allow exercise of the
right of conversion of Class A Subordinate Shares outstanding
from time to time into Class B shares and any subdivision or
consolidation provided for in the Articles of Incorporation of
the Corporation. The maximum number of Class A Subordinate
Shares in respect of which options may be granted under the Plan,
under any other stock option plan or options granted to employees
for services rendered and under any stock purchase plan, shall
not exceed ten per cent (10%) of the total number of Class A
Subordinate Shares outstanding at the date options are granted.
4. SUBSCRIPTION PRICE
The subscription price for the Offered Shares may not
be less than ninety per cent (90%) of the closing price of the
Class A Subordinate Shares of the Corporation at the date of the
granting of the options on the Montreal Exchange or, in the
absence of transactions in respect of such shares on such day at
the above-mentioned Exchange, of the last closing price at the
same Exchange.
As of the listing of the Class A Subordinate Shares on
The Montreal Exchange, such price will not be less than ninety
per cent (90%) of the closing price of the Class A Subordinate
Shares of the Corporation at the date of the granting of the
options or, in the absence of transactions in respect of such
shares on such day at the above-mentioned Exchange, of the last
closing price at the same Exchange.
5. USE OF PROCEEDS
The proceeds from the issue of the Offered Shares will
be applied to the general needs of the Corporation, in the normal
course of its business.
6. CONDITIONS AND DESCRIPTION OF THE PLAN
a) The options provided for by the Plan shall be
granted by way of a Stock Option Agreement between the
Corporation and each Participant. Such Agreement shall be dated
as of the date fixed by the Board of Directors or Executive
Committee of the Corporation for the granting of the options
contemplated therein.
b) Each Participant who shall have executed a Stock
Option Agreement will be entitled to subscribe, at the
subscription price mentioned in Section 4, the number of Offered
Shares which he shall have been offered under the Agreement, at
the rate established by the terms of the Agreement for each
period of twelve (12) months (an "exercise period") during the
term of the options, as fixed by the Agreement (the "option
term") which may not however exceed five (5) years following the
date of granting the options. If, in any given exercise period,
a Participant subscribes for a number of shares which is less
than that represented by the above-mentioned percentage or if he
does not exercise his options, the Offered Shares which will not
have been subscribed for may be subscribed for in any one of the
remaining exercise periods provided that no shares may be
subscribed for after the expiry of the option term.
c) Any Participant who wishes to exercise his options
in any given exercise period shall, within the ascribed delay,
cause a written notice signed by him to be received by the
Secretary of the Corporation, at the head office of the
Corporation, such notice to state the number of Offered Shares
that he wishes to subscribe for, up to the number of Offered
Shares that he is entitled to subscribe for; such notice shall be
deemed to constitute the exercise of the options granted under
the Stock Option Agreement in respect of the relevant exercise
period and it shall also be deemed to constitute the subscription
for the number of Offered Shares therein stated.
d) The notice contemplated in the above-mentioned
paragraph shall be accompanied by a cheque, payable to the order
of the Corporation, in an amount which shall represent the
subscription price of the Offered Shares which are being
subscribed for.
e) In order to exercise any of his options, a
Participant must be a senior executive or senior management
employee of the Corporation or of one of its subsidiaries.
However, the Participant may, during the three (3) months
following the termination of his employment, exercise the options
in respect of which he had an acquired right at the date of
termination of employment. Furthermore, in the event of the
death of the Participant, his successors or assignees may, during
the three (3) months following his death, exercise the options in
respect of which he had an acquired right at the date of his
death. In the event that the options are not exercised within
three (3) months following the termination of employment or the
date of death, as the case may be, the said options become null
and void.
7. ISSUE AND DELIVERY
The Offered Shares which shall have been subscribed for
as provided in Section 6 are issued and allotted to the
Subscribing-Participants the tenth (10th) business day following
receipt by the Secretary of the Corporation of the notice
mentioned in paragraph c) of Section 6 and thereupon, the
Subscribing-Participants are considered registered holders of the
Offered Shares which shall have been subscribed for. Until the
Offered Shares shall have been issued and allotted, the
Participants shall have none of the rights or obligations of a
shareholder with respect to the Offered Shares. The Share
Certificates are registered in the name of the Participants and
delivered in accordance with their written instructions. The
Share Certificates shall be delivered within thirty (30) days
after payment for the shares represented thereby.
8. NON-ASSIGNMENT OF OPTIONS
Subject to paragraph e) of Section 6, the options
granted under the Plan are non-assignable; furthermore, they
shall not benefit the heirs or successors ab intestat of the
Participants.
9. ADJUSTMENT OF RIGHTS OF PARTICIPANTS
In the event of the subdivision, consolidation or
reclassification of the Class A Subordinate Shares of the
Corporation or in the event of the declaration of a stock
dividend payable in Class A Subordinate Shares or if the
Corporation shall proceed to a re-organization, consolidation or
amalgamation or if it shall sell all or substantially all of its
assets to another company, in respect of which the Corporation
shall have full discretion, an adjustment of the rights of the
Participants under the Plan will be effected, if need be, as
determined by the auditors of the Corporation whose decision
shall be final and binding upon all concerned parties.
10. TERMINATION OF THE PLAN
The Board of Directors of the Corporation may terminate
the Plan at any time if it deems that it is in the best interest
of the Corporation to do so. In such a case, only the options
that shall have already been granted shall remain in force.
11. AMENDMENTS, INTERPRETATION AND ADMINISTRATION OF THE PLAN
Subject to the options then already granted, the Board
of Directors of the Corporation may, at any time, amend or modify
the terms and conditions of the Plan.
All the decisions and interpretations of the Board of
Directors or of the Executive Committee of the Corporation
respecting the Plan shall be final and shall bind the Corporation
and all the Participants.
12. MISCELLANEOUS PROVISIONS
1) Participation in the Plan is entirely voluntary and may
not be considered as a condition of employment or of continuance
of employment.
2) Nothing in the Plan shall be interpreted so as to
modify in any way the rights of the Corporation respecting the
demotion, transfer, lay-off or dismissal of a Participant, it
being understood that the Corporation reserves all its rights as
if the present Plan did not exist.
3) The Plan offers no guarantee whatsoever against any
loss suffered by a Participant by reason of a decrease in the
value of the Offered Shares.
13. QUEBEC STOCK SAVINGS PLAN
In the opinion of the Corporation, the Offered Shares
qualify for inclusion in a stock savings plan and, under the
current provisions of the Taxation Act (Quebec), will entitle an
individual (other than a trust) who is resident in Quebec on the
last day of a taxation year to deduct, in computing his taxable
income for Quebec income tax purposes, 75% of the acquisition
cost (excluding related borrowing costs, brokerage or custody
fees or other similar costs) of Class A Subordinate Shares
purchased during the year and included in a stock savings plan,
provided certain conditions set forth in the Taxation Act
(Quebec) are met. Any Offered Shares purchased after 1988 will
permit a deduction at the rate applicable to such Share in the
year during which the options in respect thereto are exercised.
The foregoing summary assumes that the measures
outlined by the Quebec Minister of Finance in the Budget Speech
of May 12, 1988, will be adopted as proposed.
14. APPROVAL BY THE AUTHORITIES
It is understood that the Corporation may not and does
not intend to give effect to the Plan prior to obtaining, if
necessary, all required approvals and/or exemptions from the
appropriate authorities.
15. APPLICABLE LAWS
The Plan shall be governed and interpreted in
accordance with the laws of Quebec.
<PAGE>
EXHIBIT 4(b)
STOCK OPTION AGREEMENT entered into at , on this day of , ;
BETWEEN: DMR GROUP INC., a corporation
legally constituted and having its
head office at Montreal, Quebec
(hereinafter called the "Corporation"),
AND:
(hereinafter called the "Participant").
WHEREAS the Corporation has, by resolution of its Board
of Directors adopted on July 4, 1986, authorized the adoption, at
such date, of a Stock Option Plan (the "Plan") set up in order to
permit the Corporation, in its discretion, to offer from time to
time to certain senior executives and senior management employees
of the Corporation and its subsidiaries, by means of stock
options, the right to purchase Class A Subordinate Voting Shares
(the "Class A Subordinate Shares") of its share capital, at a
price per share that may not be less than 90% of the fair market
value of the Class A Subordinate Shares, as determined by the
Board of Directors of the Corporation, and, as of the listing of
the shares on The Montreal Exchange, at a price per share not
less than 90% of the prevailing market price on The Montreal
Exchange on the day the options are granted; copy of the circular
describing the Plan has been remitted to the Participant before
the execution of the present agreement and such circular is
deemed to form part of this agreement as if it had been
completely set out in the agreement;
WHEREAS the participant is a senior executive/senior
management employee of the Corporation and the Corporation wishes
to encourage him to promote the affairs of the Corporation to the
best of his ability by offering him, under the Plan, the options
to purchase l Class A Subordinate Shares from the Corporation.
CONSEQUENTLY, THE PARTIES HERETO HAVE AGREED AS FOLLOWS:
1. The Corporation hereby grants to the Participant, who
accepts, the irrevocable options to subscribe for and purchase a
total number of l Class A Subordinate Shares from the Corporation
(the "Offered Shares"), as they are presently constituted, at a
price of $l per share, subject to the conditions hereinafter set
out.
2. The options granted by this agreement shall authorize the
Participant, if he exercises them, to subscribe for the Offered
Shares at the subscription price indicated at article 1, at a
rate of not more than the percentage indicated hereafter during
any period of twelve (12) months (an "exercise period") over the
course of l years following the date of the present agreement.
If, however, in any given exercise period a Participant
subscribes for a lesser number at shares, or if he does not
exercise his options, the Offered Shares which will not have been
subscribed for may be subscribed for in one or other of the
following exercise periods, provided that no Offered Shares may
be subscribed for after the expiry of a period of l years
following the date of the present agreement.
3. The percentage of Offered Shares that may be subscribed for
during any exercise period is as follows:
% Exercise Period
0 l 1st
25 l 2nd
25 l 3rd
25 l 4th
25 l 5th
4. If the Participant wishes to exercise his options in any
given exercise period, he shall cause a written notice signed by
him to be received by the Secretary of the Corporation, at the
head office of the Corporation, such notice to state the number
of Offered Shares that he wishes to subscribe for, up to the
number of the Offered Shares that he is entitled to subscribe
for; such notice shall be deemed to constitute the subscription
referred to above.
5. The notice shall be accompanied by a cheque, payable to the
order of the Corporation, in an amount which shall represent the
subscription price of the Offered Shares which are being
subscribed for.
6. At the time of the exercise of an option, a Participant must
be a senior executive or senior management employee of the
Corporation or of one of its subsidiaries. However, the
Participant may, in the three (3) months following the
termination of his employment, exercise the options in respect of
which he has an acquired right at the date of termination of
employment. Furthermore, in the event of the death of the
Participant, his heirs, successors or assigns may, during the
three (3) months following his death, exercise the options in
respect of which the Participant had an acquired right at the
date of his death. In the event that there is no exercise of the
options within three (3) months following the date of termination
of employment or the date of death, as the case may be, the said
options become null and void.
7. The Offered Shares which shall have been subscribed for by
the Participant will be issued and allotted to the Participant on
the tenth (10th) business day following receipt by the Secretary
of the Corporation of the notice mentioned in article 3 hereof
and thereupon, the Participant will be considered registered
holder of the Offered Shares which he will have subscribed for.
Until the Offered Shares have been issued and allotted, the
Participant shall have none of the rights or obligations of a
shareholder with respect to the Shares. The Share Certificates
representing the Offered Shares which will have been subscribed
for shall be registered in the name of the Participant and
delivered in accordance with his written instructions; they will
be delivered within thirty (30) days after payment of the
subscription price.
8. In the event of the subdivision, consolidation or
reclassification of the Class A Subordinate Shares of the
Corporation or in the event of the declaration of a stock
dividend payable in Class A Subordinate Shares or if the
Corporation shall proceed to a re-organization, consolidation or
amalgamation, or if it shall sell all or substantially all of its
assets to any other company, an adjustment of the rights of the
Participant under the present agreement will be effected, if need
be, as determined by the auditors of the Corporation, whose
decision in such respect shall be final and binding upon all
concerned parties.
9. Subject to article 5 hereof, the options granted under the
present agreement are for the sole benefit of the Participant and
are consequently neither assignable nor transferable; furthermore
they shall not benefit the heirs or successors ab intestat of the
Participant.
10. If one of the provisions of the present agreement is
declared null or non-executory by the courts, such decision will
have no effect on the other provisions hereof or their validity.
11. Any modification of the present agreement or waiver of a
right thereunder will be without effect unless it is explicit and
confirmed by a written document signed by each of the parties
hereto.
12. The parties hereto undertake to each other to perform,
execute or sign, at any time, any act, procedure or document
necessary or useful in order to give full and binding effect to
the present agreement.
13. The present agreement shall be governed and interpreted in
accordance with the laws of Quebec.
IN WITNESS WHEREOF, the parties hereto have signed this
agreement at the place and on the date first herein-above
mentioned.
DMR GROUP INC.
By:
Participant
EXHIBIT 4(c)
SAMPLE
STOCK OPTION ASSUMPTION AGREEMENT
THIS AGREEMENT is made as of the (Effective
Date), between Amdahl Corporation, a Delaware corporation
(Amdahl) and (Optionee).
WHEREAS Optionee was the holder of one or more outstanding
non-qualified options to purchase Class A Subordinate Voting
Shares of DMR Group Inc., (DMR Stock), which were granted to
Optionee pursuant to the Stock Option Plan of DMR Group Inc. and
which, on the amalgamation of DMR Group Inc. (DMR) and Amdahl
Canada Acquisition, Inc. following the indirect acquisition of
DMR by Amdahl, became, pursuant to the terms of the Stock Option
Plan of DMR, options of an equivalent value to acquire common
shares of the successor corporation;
WHEREAS Optionee and DMR have, in order to evidence each
such option, entered into a formal stock option agreement (Prior
Option Agreement);
WHEREAS Amdahl and Optionee desire that Amdahl assume the
obligations of DMR under such Prior Option Agreement;
NOW, THEREFORE, it is hereby agreed as follows:
1. Optionee hereby represents that he or she is, as of the
Effective Date, an employee of DMR and the holder of the options
to purchase the number of DMR Class A Subordinate Voting Shares
indicated below at the subscription or exercise price(s) per
share set forth below (DMR Stock Options). Amdahl hereby assumes
all the duties and obligations of DMR under each such option and
hereby agrees to issue up to the number of shares of Amdahl
common stock, par value of $.05 per share, indicated below for
each such assumed option upon (i) exercise of that option in
accordance with the provisions of the Prior Option Agreement
applicable thereto (as supplemented hereby) and (ii) payment of
the adjusted exercise price per share set forth below.
DMR Stock Options Amdahl Assumed Options
Adjusted Adjusted
Date #Shares Subscription # Shares Exercise
Granted of DMR Price/Share of Amdahl Price/Share
<PAGE>
2. The number of shares of Amdahl common stock purchasable
under each DMR Option hereby assumed and the exercise price
payable thereunder have been adjusted under Paragraph 1 to
reflect the value of DMR Stock on the Effective Date, as compared
to the fair market value of Amdahl common stock on the Effective
Date. Amdahl and Optionee agree that the value of DMR Stock on
the Effective Date is equal to the value of DMR Stock on the date
of the last transaction in DMR Stock. Any fractional share of
Amdahl common stock which would have otherwise resulted from such
adjustments has been eliminated from each DMR Stock Option hereby
assumed, and the number of Amdahl shares purchasable under each
of the assumed options has accordingly been rounded down to the
next whole share.
3. The date of grant, the exercise installment dates and
other termination provisions of each DMR Stock Option hereby
assumed by Amdahl shall remain the same as set forth in the Prior
Option Agreement applicable to such option and shall accordingly
govern and control the Optionee's rights under this Agreement to
purchase Amdahl common stock. However, all references to the
Company in each Prior Option Agreement shall, unless the context
otherwise requires, mean Amdahl, and all references to affiliate
shall mean any corporation (other than Amdahl) in an unbroken
chain of corporations beginning with Amdahl, provided each of the
corporations (other than the last corporation in the unbroken
chain) owns, at the time of determination, stock possessing fifty
percent (50%) or more of the total combined voting power of all
classes of stock of one of the other corporations in such chain.
4. All the remaining terms and conditions of the Prior
Option Agreement shall not in any way be affected by this
Agreement and shall remain in full force and effect.
5. This Agreement shall be binding upon, and inure to the
benefit of, the successors and assigns of Amdahl Corporation and
the executors, administrators, heirs and legatees of the
Optionee's estate.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first set for the above.
(Optionee)
AMDAHL CORPORATION
By
Anthony M. Pozos
Senior Vice President
Human Resources and
Corporate Services
Exhibit 23(a)
March 22, 1996
Amdahl Corporation
1250 East Arques Avenue
Sunnyvale, CA 94088-3470
Re: Amdahl Corporation Registration Statement for Offering
of 230,563 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 25, 1996 (the "Registration Statement"), of 230,563
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
230,563 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,
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.
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
