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 Employee Stock Purchase Plan
(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 effected under the Amdahl Corporation
Employee Stock Purchase Plan.
<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
- ---------- ---------- --------- -------------- ------------
<C> <C> <C> <C> <C>
common stock 5,000,000 $8.53125 $42,656,250.00 $14,709.03
(1) This Registration Statement shall also cover any additional shares of common stock
which become issuable under the Amdahl Corporation Employee Stock Purchase Plan (the
"Purchase 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 Purchase Plan, has been estimated at
$8.53125, based on the average of the lowest and highest selling prices of the Company's
common stock on the American Stock Exchange on July 16, 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");
(b) The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 29, 1996, filed pursuant to Section 13
of the 1934 Act;
(c) The Registrant's Current Report on Form 8-K dated March
15, 1996, filed pursuant to Section 13 of the Securities Exchange
Act of 1934 (the "1934 Act"); and
(d) The Registrant's Current Report on Form 8-K dated April
22, 1996, 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 June 26, 1996 there were 120,700,560 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
Incorporated by Reference from Registrant's Registration
Statement No. 33-55460, filed December 7, 1992.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
4(a) Amdahl Corporation Employee Stock Purchase Plan, as amended.
4(b) Participation Form under the Employee Stock Purchase Plan.
4(c) Form of Automatic Deposit Election under the Employee Stock
Purchase Plan.
4(d) Form of Stock Purchase Agreement under the Employee Stock
Purchase Plan (incorporated by reference to Exhibit 2(f) of
Registrant's Registration Statement No. 2-67298, filed April
24, 1981).
4(e) Form of Payroll Deduction Authorization under the Employee
Stock Purchase Plan (incorporated by reference to Exhibit
2(h) of Registrant's Registration Statement No. 2-72582,
filed September 9, 1982).
4(f) Announcement folder material relating to the Employee Stock
Purchase Plan (incorporated by reference to Exhibit 4(s) of
Registrant's Registration Statement No. 33-35547, filed June
22, 1990).
4(g) Form of Employee Stock Purchase Agreement under the Employee
Stock Purchase Plan (incorporated by reference to Exhibit
4(t) of Registrant's Registration Statement No. 33-35547,
filed June 22, 1990).
4(h) Form of Enrollment Authorization under the Employee Stock
Purchase Plan (incorporated by reference to Exhibit 4(u) of
Registrant's Registration Statement No. 33-35547, filed June
22, 1990).
4(i) Form of Change in Status Authorization under the Employee
Stock Purchase Plan (incorporated by reference to Exhibit
4(v) of Registrant's Registration Statement No. 33-35547,
filed June 22, 1990).
4(j) Form of Automatic Deposit Election under the Employee Stock
Purchase Plan (incorporated by reference to Exhibit 4(w) of
Registrant's Registration Statement No. 33-35547, filed June
22, 1990).
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 13 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 Purchase Plan.
B. Incorporated by Reference from Registrant's
Registration Statement No. 33-55460, filed December 7, 1992.
C. Incorporated by Reference from Registrant's
Registration Statement No. 33-55460, filed December 7, 1992.
<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 22nd day of
July, 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 July 22, 1996
- ------------------ Chief Executive Officer
John C. Lewis and President
(Principal Executive Officer)
/s/Ernest B. Thompson Vice President and July 22, 1996
- --------------------- Controller
Ernest B. Thompson (Principal Accounting Officer)
/s/Bruce J. Ryan Executive Vice July 22, 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 July 22, 1996
----------------
Bruce J. Ryan
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
4(a) Amdahl Corporation Employee Stock Purchase Plan,
as amended.
4(b) Participation Form under the Employee Stock
Purchase Plan.
4(c) Form of Automatic Deposit Election under the
Employee Stock Purchase Plan.
23(a) Consent of Counsel
23(b) Consent of Independent Public Accountants
24 Power of Attorney
Exhibit 4(a)
AMDAHL CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
(Restated Effective July 29, 1995 and Amended February 8, 1996)
I. PURPOSE OF THE PLAN
This Restated Employee Stock Purchase Plan (the "Plan") is
intended to promote the interests of Amdahl Corporation by
providing eligible employees with the opportunity to acquire a
proprietary interest in the Corporation through participation in
a payroll-deduction based employee stock purchase plan designed
to qualify under Section 423 of the Code.
Capitalized terms herein shall have the meanings assigned to
such terms in the attached Appendix.
II. ADMINISTRATION OF THE PLAN
The Compensation Committee of the Board in its capacity as
Plan Administrator shall have full authority to interpret and
construe any provision of the Plan and to adopt such rules and
regulations for proper administration of the Plan as it may deem
necessary or appropriate. Decisions of the Plan Administrator
shall be final and binding on all parties having an interest in
the Plan.
III. STOCK SUBJECT TO PLAN
A. The stock purchasable under the Plan shall be shares of
the Company's authorized but unissued or reacquired common stock,
par value of $.05 per share, including shares of common stock
purchased on the open market. As of March 4, 1996, the maximum
number of shares of common stock which may be issued over the
remaining term of the Plan shall not exceed 6,634,594 shares*.
___________________
* Adjusted to reflect the 5,000,000 share increase adopted by the
Board on February 8, 1996, and approved by the stockholders at
the 1996 Annual Meeting.<PAGE>
B. Should any change be made to the common stock by reason
of any stock split, stock dividend, recapitalization, combination
of shares, exchange of shares or other change affecting the
outstanding common stock as a class without the Corporation's
receipt of consideration, appropriate adjustments shall be made
to (i) the maximum number and class of securities issuable under
the Plan, (ii) the maximum number and class of securities
purchasable per Participant on any one Purchase Date and (iii)
the number and class of securities and the price per share in
effect under each outstanding purchase right in order to prevent
the dilution or enlargement of benefits thereunder.
IV. OFFERING PERIODS
A. Shares of common stock shall be offered for purchase
under the Plan through a series of successive offering periods
until such time as (i) the maximum number of shares of common
stock available for issuance under the Plan shall have been
purchased or (ii) the Plan shall have been sooner terminated.
B. Each offering period under the Plan shall be of such
duration (not to exceed twenty-four (24) months) as determined by
the Plan Administrator prior to the start date. The initial
offering period pursuant to this restatement shall commence on
the Effective Date and terminate on October 27, 1995; the next
offering period shall commence on October 28, 1995; and
subsequent offering periods shall commence as designated by the
Plan Administrator.
C. Each offering period shall be comprised of one or more
Purchase Periods, each of a duration (not less than three (3)
months) determined by the Plan Administrator prior to the start
date of that offering period. Until otherwise designated by the
Plan Administrator, Purchase Periods shall start on the Saturday
following the last Friday of January, April, July and October
each year and shall end on the last Friday of April, July,
October and January, respectively. The first Purchase Period
pursuant to this restatement shall begin on the Effective Date
and terminate on October 27, 1995.
D. Should the Plan Administrator implement an offering
period which includes two or more Purchase Periods, then the
following special provision shall be in effect for that offering
period:
In the event the Fair Market Value per share of common
stock on any Purchase Date within that offering period is less than
the Fair Market Value per share of common stock on the start date of
that offering period, then that offering period shall automatically
terminate immediately with the purchase of shares of common stock on
such Purchase Date, and a new offering period shall commence on the
next business day following such Purchase Date. The duration of that
new offering period shall be established by the Plan Administrator
within five (5) business days following the start date.
E. Under no circumstances shall any offering period
commence under the Plan, nor shall any shares of common stock be
issued hereunder, until such time as (i) the Plan shall have been
approved by the Corporation's stockholders and (ii) the
Corporation shall have complied with all applicable requirements
of the Securities Act, all applicable listing requirements of
the securities exchange on which shares of the common stock are
listed for trading and all other applicable statutory and
regulatory requirements.
V. ELIGIBILITY
A. Each Eligible Employee shall be eligible to enter an
offering period under the Plan on the start date of any Purchase
Period (within that offering period) which begins on or after his
or her completion of any minimum service period established by
the Plan Administrator as a condition to participation in that
offering period, provided he or she remains an Eligible Employee
on such start date. The date such individual enters the offering
period shall be designated his or her Entry Date for purposes of
that offering period.
B. To participate in the Plan for a particular offering
period, the Eligible Employee must complete the enrollment forms
prescribed by the Plan Administrator (including a Participation
Form) and file such forms with the Plan Administrator (or its
designate) at least two weeks prior to his or her scheduled Entry
Date. However, each individual who is a Participant in an
offering period on the date such offering period terminates
pursuant to Section IV.D shall automatically be enrolled in the
new offering period which commences immediately after such
termination date, provided the Participant is an Eligible
Employee on the start date of that new offering period. Such
start date shall be the Participant's Entry Date for the new
offering period.
VI. PAYROLL DEDUCTIONS
A. The payroll deduction authorized by the Participant for
purposes of acquiring shares of common stock under the Plan may
be any multiple of one percent (1%) of the Participant's Eligible
Earnings during each Purchase Period within that offering period,
up to the maximum percentage established by the Plan
Administrator prior to the start of such offering period, but in
no event more than ten percent (10%). The deduction rate so
authorized shall continue in effect for the remainder of the
offering period, except to the extent such rate is changed in
accordance with the following guidelines:
(i) The Participant may, at any time during the
offering period, reduce his or her rate of payroll deduction
to become effective as soon as possible after filing the
appropriate form with the Plan Administrator. The
Participant may not, however, effect more than one (1) such
reduction per Purchase Period.
(ii) The Participant may, at least two weeks prior to
the commencement of any new Purchase Period within the
offering period, increase the rate of his or her payroll
deduction by filing the appropriate form with the Plan
Administrator. The new rate (which may not exceed the
prescribed maximum for that offering period) shall become
effective as of the start date of the Purchase Period
following the filing of such form.
B. Payroll deductions shall begin on the first pay day
following the Participant's Entry Date into the offering period
and shall (unless sooner terminated by the Participant) continue
through the pay day ending with or immediately prior to the last
day of that offering period. The amounts so collected shall be
credited to the Participant's book account under the Plan, but no
interest shall be paid on the balance from time to time
outstanding in such account. The amounts collected from the
Participant shall not be held in any segregated account or trust
fund and may be commingled with the general assets of the
Corporation and used for general corporate purposes.
C. Payroll deductions shall automatically cease upon the
termination of the Participant's purchase right in accordance
with the provisions of the Plan.
D. The Participant's acquisition of common stock under the
Plan on any Purchase Date shall neither limit, except to the
extent limited pursuant to Section VIII, nor require the
Participant's acquisition of common stock on any subsequent
Purchase Date, whether within the same or a different offering
period.
VII. PURCHASE RIGHTS
A. GRANT OF PURCHASE RIGHT. A Participant shall be
granted a separate purchase right for each offering period in
which he or she participates. The purchase right shall be
granted on the Participant's Entry Date into the offering period
and shall provide the Participant with the right to purchase
shares of common stock, upon the terms and conditions set forth
below, in one or more installments over the remainder of such
offering period. The Participant shall execute a Participation
Form embodying such terms and such other provisions (not
inconsistent with the Plan) as the Plan Administrator may deem
advisable.
Under no circumstances shall purchase rights be granted
under the Plan to any Eligible Employee if such individual would,
immediately after the grant, own (within the meaning of Code
Section 424(d)) or hold outstanding options or other rights to
purchase, stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of the
Corporation or any Corporate Affiliate.
B. EXERCISE OF THE PURCHASE RIGHT. Each purchase right
shall be automatically exercised in one or more installments on
each Purchase Date within the offering period, and shares of
common stock shall accordingly be purchased on behalf of each
Participant (other than any Participant whose payroll deductions
have previously been refunded in accordance with the Termination
of Purchase Right provisions below) on each such Purchase Date.
The purchase shall be effected by applying the Participant's
payroll deductions for the Purchase Period ending on such
Purchase Date (together with any carryover deductions from the
preceding Purchase Period) to the purchase of whole shares of
common stock (subject to the limitation on the maximum number of
shares purchasable per Participant on any one Purchase Date) at
the purchase price in effect for the Participant for that
Purchase Date.
C. PURCHASE PRICE. The purchase price per share at which
common stock will be purchased on the Participant's behalf on
each Purchase Date within the offering period shall be equal to
eighty-five percent (85%) of the lower of (i) the Fair Market
Value per share of common stock on the Participant's Entry Date
into that offering period or (ii) the Fair Market Value per share
of common stock on that Purchase Date. However, for each
Participant whose Entry Date is other than the start date of the
offering period, the clause (i) amount shall in no event be less
than the Fair Market Value per share of common stock on the start
date of that offering period.
D. NUMBER OF PURCHASABLE SHARES. The number of shares of
common stock purchasable by a Participant on each Purchase Date
during the offering period shall be the number of whole shares
obtained by dividing the amount collected from the Participant
through payroll deductions during the Purchase Period ending with
that Purchase Date (together with any carryover deductions from
the preceding Purchase Period) by the purchase price in effect
for the Participant for that Purchase Date. However, the number
of shares of common stock purchasable per Participant on any one
Purchase Date shall not exceed the limit set forth in Section
VIII or the maximum number designated by the Plan Administrator
for that Purchase Date prior to the start date of the offering
period in which such Purchase Date occurs, subject to periodic
adjustments in the event of certain changes in the Corporation's
capitalization. Until otherwise designated by the Plan
Administrator, the maximum number of shares of common stock
purchasable per Participant on any one Purchase Date shall be
limited to one thousand (1,000) shares.
E. EXCESS PAYROLL DEDUCTIONS. Any payroll deductions not
applied to the purchase of shares of common stock on any
Purchase Date because they are not sufficient to purchase a whole
share of common stock shall be held for the purchase of common
stock on the next Purchase Date. However, any payroll deductions
not applied to the purchase of common stock by reason of the
limitation on the maximum number of shares purchasable by the
Participant on the Purchase Date shall be refunded.
F. TERMINATION OF PURCHASE RIGHT. The following
provisions shall govern the termination of outstanding purchase
rights:
(i) A Participant may, at any time at least two weeks
prior to the commencement of any new Purchas e Date in the
offering period, terminate his or her outstanding purchase
right by filing the appropriate form with the Plan
Administrator (or its designate), and no further payroll
deductions shall be collected from the Participant with
respect to the terminated purchase right. Any payroll
deductions collected during the Purchase Period
termination occurs shall, at the Participant's
election, be refunded or held for the purchase of shares on
the next Purchase Date. If no such election is made at the
time such purchase right is terminated, then the payroll
deductions collected with respect to the terminated right
shall be refunded as soon as possible.
(ii) The termination of such purchase right shall be
irrevocable, and the Participant may not subsequently rejoin
the offering period for which the terminated purchase right
was granted. In order to resume participation in any
subsequent offering period, such individual must re-enroll in
the Plan by filing a Participation Form at least two
weeks prior to the commencement of any new Purchase Period
within that offering period.
(iii) Should the Participant cease to remain an
Eligible Employee for any reason (including death,
disability or change in status) while his or her purchase
right remains outstanding, then that purchase right shall
immediately terminate, and all of the Participant's payroll
deductions for the Purchase Period in which the purchase
right so terminates shall be immediately refunded. However,
should the Participant cease to remain in active service by
reason of an approved unpaid leave of absence, then the
Participant shall have the election, exercisable until two
weeks prior to the last business day of the Purchase Period
in which such leave commences, to (a) withdraw all the funds
in the Participant's payroll account at the time of the
commencement of such leave or (b) have such funds held for
the purchase of shares at the end of such Purchase Period.
In no event, however, shall any further payroll deductions
be added to the Participant's account during such unpaid
leave. Upon the Participant's return to active service, his
or her payroll deductions under the Plan shall automatically
resume at the rate in effect at the time the leave began.
G. CORPORATE TRANSACTION. Each outstanding purchase right
shall automatically be exercised, immediately prior to the
effective date of any Corporate Transaction, by applying the
payroll deductions of each Participant for the Purchase Period in
which such Corporate Transaction occurs to the purchase of whole
shares of common stock at a purchase price per share equal to
eighty-five percent (85%) of the lower of (i) the Fair Market
Value per share of common stock on the Participant's Entry Date
into the offering period in which such Corporate Transaction
occurs or (ii) the Fair Market Value per share of common stock
immediately prior to the effective date of such Corporate
Transaction. However, the applicable limitation on the number of
shares purchasable per Participant shall continue to apply to any
such purchase, and the clause (i) amount above shall not, for any
Participant whose Entry Date for the offering period is other
than the start date of that offering period, be less than the
Fair Market Value per share of common stock on such start date.
The Corporation shall use its best efforts to provide at
least ten (10)-days prior written notice of the occurrence of any
Corporate Transaction, and Participants shall, following the
receipt of such notice, have the right to terminate their
outstanding purchase rights prior to the effective date of the
Corporate Transaction.
H. PRORATION OF PURCHASE RIGHTS. Should the total number
of shares of common stock which are to be purchased pursuant to
outstanding purchase rights on any particular date exceed the
number of shares then available for issuance under the Plan, the
Plan Administrator shall make a pro-rata allocation of the
available shares on a uniform and nondiscriminatory basis, and
the payroll deductions of each Participant, to the extent in
excess of the aggregate purchase price payable for the common
stock pro-rated to such individual, shall be refunded.
I. ASSIGNABILITY. During the Participant's lifetime, the
purchase right shall be exercisable only by the Participant and
shall not be assignable or transferable by the Participant.
J. STOCKHOLDER RIGHTS. A Participant shall have no
stockholder rights with respect to the shares subject to his or
her outstanding purchase right until the shares are purchased on
the Participant's behalf in accordance with the provisions of the
Plan and the Participant has become a holder of record of the
purchased shares.
A Participant shall be entitled to receive, as soon as
practicable after each Purchase Date, a stock certificate for the
number of shares purchased on the Participant's behalf. Such
certificate may, upon the Participant's request, be issued in the
names of the Participant and his or her spouse as community
property or as joint tenants with right of survivorship.
Alternatively, the Participant may request the issuance of such
certificate in "street name" for immediate deposit in a
designated brokerage account.
VIII. ACCRUAL LIMITATIONS
A. No Participant shall be entitled to accrue rights to
acquire common stock pursuant to any purchase right outstanding
under this Plan if and to the extent such accrual, when
aggregated with (i) rights to purchase common stock accrued under
any other purchase right granted under this Plan and (ii) similar
rights accrued under other employee stock purchase plans (within
the meaning of Code Section 423) of the Corporation or any
Corporate Affiliate, would otherwise permit such Participant to
purchase more than Twenty-Five Thousand Dollars ($25,000) worth
of stock of the Corporation or any Corporate Affiliate
(determined on the basis of the Fair Market Value of such stock
on the date or dates such rights are granted) for each calendar
year such rights are at any time outstanding.
B. For purposes of applying such accrual limitations, the
following provisions shall be in effect:
(i) The right to acquire common stock under each
outstanding purchase right shall accrue in one or more
installments on each successive Purchase Date during the
offering period on which such right remains outstanding; and
(ii) No right to acquire common stock under any
outstanding purchase right shall accrue to the extent the
Participant has already accrued in the same calendar year
the right to acquire common stock under one (1) or more
other purchase rights at a rate equal to Twenty-Five
Thousand Dollars ($25,000) worth of common stock, determined
on the basis of the Fair Market Value of such stock on the
date or dates of grant (Entry Date), for each calendar year
such rights were at any time outstanding.
C. If by reason of such accrual limitations, any purchase
right of a Participant does not accrue for a particular Purchase
Period, then the payroll deductions which the Participant made
during that Purchase Period with respect to such purchase right
shall be refunded.
D. In the event there is any conflict between the
provisions of this Article VIII and one or more provisions of the
Plan or any instrument issued thereunder, the provisions of this
Article VIII shall be controlling.
IX. EFFECTIVE DATE AND TERM OF THE PLAN
A. The Plan became effective on June 28, 1980. At the
1984, 1986, 1992 and 1996 Annual Meetings, the Corporation's
stockholders approved 1,000,000, 500,000, 5,000,000 and 5,000,000
share increases, respectively, in the number of shares of common
stock authorized for issuance over the term of the Plan.
B. On January 26, 1995, the Board approved this
restatement of the Plan, to become effective on July 29, 1995.
This restatement was approved by the Corporation's stockholders
at the 1995 Annual Meeting. This restatement provides the Plan
Administrator with more flexibility in structuring the offering periods
and purchase intervals in effect under the Plan and in establishing
the rights and limitations governing plan participation.
C. Unless sooner terminated by the Board, the Plan shall
terminate upon the earliest of (i) the date on which all shares
available for issuance under the Plan shall have been sold
pursuant to purchase rights exercised under the Plan or (ii) the
date on which all purchase rights are exercised in connection
with a Corporate Transaction. No further purchase rights shall
be granted or exercised, and no further payroll deductions shall
be collected, under the Plan following its termination.
X. AMENDMENT OF THE PLAN
The Board may alter, amend, suspend or discontinue the Plan
at any time to become effective immediately following the close
of any Purchase Period. However, the Board may not, without the
approval of the Corporation's stockholders, (i) materially
increase the number of shares of common stock issuable under the
Plan or the maximum number of shares purchasable per Participant
on any one Purchase Date, except for permissible adjustments in
the event of certain changes in the Corporation's capitalization,
(ii) alter the purchase price formula so as to reduce the
purchase price payable for the shares of common stock purchasable
under the Plan, or (iii) materially increase the benefits
accruing to Participants under the Plan or materially modify the
requirements for eligibility to participate in the Plan.
XI. GENERAL PROVISIONS
A. All costs and expenses incurred in the administration
of the Plan shall be paid by the Corporation.
B. Nothing in the Plan shall confer upon the Participant
any right to continue in the employ of the Corporation or any
Corporate Affiliate for any period of specific duration or
interfere with or otherwise restrict in any way the rights of the
Corporation (or any Corporate Affiliate employing such person) or
of the Participant, which rights are hereby expressly reserved by
each, to terminate such person's employment at any time for any
reason, with or without cause.
C. The provisions of the Plan shall be governed by the
laws of the State of California without resort to that State's
conflict-of-laws rules.
XII. DISPOSITION OF SHARES
A. The Plan Administrator may, in its absolute discretion,
impose, as a condition to the issuance of the shares of common
stock purchased under the Plan, the requirement that each
Participant provide the Corporation with prompt notice of any
transfer or other disposition of those shares which is effected
within two (2) years after Participant's Entry Date into the
offering period in which the shares were purchased or within one
year after the Purchase Date on which those shares were in fact
purchased. The Plan Administrator may further require the
certificate evidencing such shares to be endorsed with a legend
indicating the existence of such notice requirement and impose
appropriate stop transfer orders with respect to such certificate
in the absence of such notice.
B. The Corporation shall not record on its books of record
any transfer or other disposition of the shares of common stock
issued under the Plan which is not effected in compliance with
the foregoing notice requirement. Moreover, the Corporation may
impose, as a condition to the recordation of such transfer or
disposition, the requirement that the Participant satisfy all
federal, state and local income and employment tax withholding
obligations applicable to such transfer or disposition.
<PAGE>
Schedule A
Corporations Eligible to Participate in the
Employee Stock Purchase Plan
As of the Amendment Date
Amdahl Corporation
Amdahl Federal Service Corporation
Amdahl Australia Pty., Limited
Amdahl Computersysteme Gesellschaft m.b.H.
Amdahl Belgium S.A.
Amdahl Ireland Limited
Amdahl Canada Limited
Amdahl Danmark Computer Systems A/S
Amdahl France S.A.
Amdahl Deutschland GmbH
Amdahl International Corporation, Hong Kong Branch
Amdahl Italia S.p.A.
Amdahl Nederland B.V.
Amdahl International Corporation, New Zealand Branch
Amdahl Norge A/S
Amdahl International Corporation, sucursal em Portugal
Amdahl International Corporation, Singapore Branch
Amdahl Computer Systems, Sucursal en Espana
Amdahl International Corporation U.S.A., filial, Sverige
Amdahl (Schweiz) AG
Amdahl Pacific Basin Operations, Inc. Thailand Branch
Amdahl (U.K.) Limited
Amdahl (U.K.) Limited, Irish Branch
Amdahl (South Africa) Pty. Ltd.
C.E. Services, Inc.
C E Services (Europe) Limited
DMR Group Inc.
DMR Group, Inc.
DMR AMS Inc.
DMR Group Australia Pty. Ltd.
DMR Group (Belgium) S.A.N.V.
DMR Group Limited
DMR Group New Zealand Limited
Groupe DMR S.A.
Qadrant International Pty. Ltd.
RailTek Australia Pty. Ltd.
The IT Macroscope Inc.
2638-6193 Quebec Inc.
<PAGE>
APPENDIX
The following definitions shall be in effect under the Plan:
A. BOARD shall mean the Corporation's Board of Directors.
B. CODE shall mean the Internal Revenue Code of 1986, as
amended.
C. CORPORATE AFFILIATE shall mean any parent or subsidiary
corporation of the Corporation (as determined in accordance with
Code Section 424), whether now existing or subsequently
established.
D. CORPORATE TRANSACTION shall mean either of the
following stockholder approved transactions to which the
Corporation is a party:
(i) a merger or consolidation in which securities
possessing more than fifty percent (50%) of the total
combined voting power of the Corporation's outstanding
securities are transferred to a person or persons different
from the persons holding those securities immediately prior
to such transaction; or
(ii) the sale, transfer or other disposition of all or
substantially all of the assets of the Corporation in
complete liquidation or dissolution of the Corporation.
E. CORPORATION shall mean Amdahl Corporation, a Delaware
corporation, and any corporate successor to all or substantially
all of the assets or voting stock of Amdahl Corporation, which
shall by appropriate action adopt the Plan.
F. EFFECTIVE DATE shall mean July 29, 1995. Any Corporate
Affiliate which becomes a Participating Corporation after such
Effective Date shall designate a subsequent Effective Date with
respect to its employee-Participants.
G. ELIGIBLE EARNINGS shall mean the regular base salary
paid to a Participant by one or more Participating Companies
during such individual's period of participation in the Plan,
plus (i) any commissions paid to the Participant which serve as
base salary equivalents and (ii) any pre-tax contributions made
by the Participant to any Code section 401(k) salary deferral
plan or any Code Section 125 cafeteria benefit program now or
hereafter established by the Corporation or any Corporate
Affiliate. Prior to the start date of any offering period, the
Plan Administrator may determine that the Eligible Earnings for
that offering period shall also include each of the following
items of compensation: all overtime payments, bonuses,
commissions (other than those functioning as base salary
equivalents), profit-sharing distributions and other incentive-type
payments paid to a Participant by one or more Participating
Companies. In no event, however, shall any contributions (other
than Code Section 401(k) or Code Section 125 contributions) made
on the Participant's behalf by the Corporation or any Corporate
Affiliate under any employee benefit or welfare plan now or
hereafter established be included as Eligible Earnings.
H. ELIGIBLE EMPLOYEE shall mean any person who is engaged,
on a regularly-scheduled basis of more than twenty (20) hours per
week for more than five (5) months per calendar year, in the
rendition of personal services to any Participating Corporation
as an employee for earnings considered wages under Code Section
3401(a).
I. ENTRY DATE shall mean the date an Eligible Employee
first commences participation in the offering period in effect
under the Plan. The earliest Entry Date under the Plan shall be
the Effective Date.
J. FAIR MARKET VALUE per share of common stock on any
relevant date shall be the mean between the highest and lowest
quoted trading prices per share on such date on the principal
exchange on which the common stock is then listed or admitted to
trading, as such prices are officially quoted by the composite
tape of transactions on the exchange. If there are no reported
sales for such date, then the mean of the highest and lowest
quoted trading prices for the last previous date for which such
quotations exist will determine the Fair Market Value.
K. PARTICIPANT shall mean any Eligible Employee of a
Participating Corporation who is actively participating in the
Plan.
L. PARTICIPATING CORPORATION shall mean the Corporation
and such Corporate Affiliate or Affiliates as may be authorized
from time to time by the Plan Administrator to extend the
benefits of the Plan to their Eligible Employees. The
Participating Corporations in the Plan as of the Effective Date
are listed in attached Schedule A.
M. PLAN shall mean the Corporation's Restated Employee
Stock Purchase Plan, as set forth in this document.
N. PLAN ADMINISTRATOR shall mean the Compensation
Committee of the Board in its capacity as the administrator of
the Plan.
O. PURCHASE DATE shall mean the last business day of each
Purchase Period. The initial Purchase Date shall be October 27,
1995.
P. PURCHASE PERIOD shall mean each successive period
within the offering period at the end of which there shall be
purchased shares of common stock on behalf of each Participant.
Q. SECURITIES ACT shall mean the Securities Act of 1933,
as amended.
Exhibit 4(b)
amdahl
EMPLOYEE STOCK PURCHASE PLAN
PARTICIPATION FORM
- -----------------------------------------------------------------
Personal Information (Please print) Please complete this section
and the enrollment section even if you do not intend to enroll in
the Amdahl Corporation Employee Stock Purchase Plan (the ESPP).
Employee Name:
- -----------------------------------------------------------------
Last First Initial
Soc. Sec. No.: Employee No.:
Dept. No.: Phone No.: Mail Stop:
- -----------------------------------------------------------------
Co-Ownership
I am participating/enrolling in the ESPP and wish to share
ownership as joint tenants with
(Print Full Name):
- -----------------------------------------------------------------
Enrollment/Change
Complete this section to enroll or make changes to your ESPP
participation.
- ----I wish to enroll in the ESPP and contribute 2% 4% 6% (circle one)
of my compensation.
- ----I am enrolled in the ESPP and wish to change my contribution to
2% 4% 6% (circle one) of my compensation.
- ----I am not enrolled in the ESPP and do not wish to enroll.
- -----------------------------------------------------------------
Withdrawal from the ESPP
Complete this section if you are enrolled in the ESPP and wish to
withdraw.
- ----I wish to immediately withdraw from the ESPP and request that
all payroll deductions contributed during the current purchase
period be refunded. I understand that my withdrawal is only
effective if the Plan Administrator receives this form 15 days
prior to the end of the current Purchase Period.
- ----I wish to withdraw from the ESPP after the issuance in the
current Purchase Period. I understand that all payroll
deductions from my compensation will stop after the issuance and
that any remaining balance in my account will be refunded to me.
I understand that if I wish to participate in the ESPP after my
withdrawal, I must re-enroll by filling out the
"Enrollment/Change" section of the Employee Stock Purchase Plan
Participation form. The form must be received by the Plan
Administrator at least 15 days before the start of a Purchase
Period.
- -----------------------------------------------------------------
Signature
I have read, understand, and accept the terms described in this
form, front and back, and the Plan Summary.
Employee Signature: Date:
- -----------------------------------------------------------------
To be completed by the Stock Plan Administrator
Approved by:
Return to Stock Plan Administrator
Effective Date: Eligibility Date:
M/S 256<PAGE>
Authorization
I wish to participate in the ESPP in accordance with the Plan
Summary. Such purchases are made through payroll deductions. In
addition, if I sell, make a gift of, or dispose of, in any other
manner, any shares purchased through the ESPP within 21 months of
the purchase date, I agree to provide information to Amdahl
Corporation, including the manner of the transfer, the date of
the transfer, the number of shares involved and the transfer
price.
It is my responsibility to keep my address current with Amdahl
Corporation, through Personnel Administration (ext. 66131), and
if I have stock certificates in my name with the Transfer Agent,
The Bank of New York at 1-(800) 524-4458 or if I hold my stock in
street name with my broker.
Any shares I acquire through the ESPP may be publicly traded, for
example, through a stock broker. Amdahl is a publicly traded
company on the American Stock Exchange, symbol AMH.
- -----------------------------------------------------------------
Delivery of Stock Certificates
I understand that the stock certificates purchased through the
ESPP will be delivered to my home address, on file with Personnel
Administration, unless I complete the Employee Stock Purchase
Plan Automatic Deposit Election form, AM 4181.
Exhibit 4(c)
amdahl
EMPLOYEE STOCK PURCHASE PLAN
AUTOMATIC DEPOSIT ELECTION
PLEASE PRINT OR TYPE ALL INFORMATION EXCEPT SIGNATURE
- -----------------------------------------------------------------
NAME (LAST) (FIRST) (INITIAL)
- ------------------
SEC. NO.
- -----------------------------------------------------------------
EMPLOYEE NO. DEPT. NO. PHONE NO. MAIL STOP
DEPOSIT ELECTION
I hereby authorize and instruct Amdahl Corporation to
deposit my Employee Stock Purchase Plan (ESPP) shares, as issued
and until further written notice, to my account with the
following broker:
Dean Witter Reynolds, Inc. Charles Schwab & Co.
Services to Corporations
Frank Seay, San Jose office Denver office
(408) 947-3705 1 (800) 654-2593
Acct. No.: Acct. No.:
Stephen Rudolph, Palo Alto office (Amdahl ESPP Administrator will
1 (415) 853-4025 / 1 (800) 755-8081 open an ESPP only account)
Acct. No.:
(Please contact the specific Broker
to open your account)
I consent to Amdahl Corporation communicating with my broker
regarding the disposition of my ESPP shares.
NO DEPOSIT ELECTION
I hereby elect not to have my ESPP shares deposited with a
broker. I understand I will receive a certificate in the mail at
the address on file with Personnel Administration (ext. 66131)
for the shares purchased each purchase period. I further
understand it is my responsibility to keep my address current
with Amdahl Corporation and the Transfer Agent. It is also my
responsibility to report any sale or disposition of ESPP shares
to the Plan Administrator in the year of disposition.
STOP DEPOSITING
I hereby request that my shares not be sent to my broker:
- ----Dean Witter Reynolds, Inc. ----Charles Schwab & Co.
I understand that I will receive stock certificates at the end of
each purchase period for the shares purchased. I may resume
having the shares deposited by filing a new Automatic Deposit
Election form with the Plan Administrator at least 15 days prior
to the close of the current purchase period.
YOUR SIGNATURE DATE
Return to: Employee Stock Purchase Plan (M/S 256)
LINE BELOW TO BE COMPLETED BY STOCK PLAN ADMINISTRATION
APPROVED BY: EFFECTIVE DATE:
AM 4181 EFF 7/96
Exhibit 23(a)
July 22, 1996
Amdahl Corporation
1250 East Arques Avenue
Sunnyvale, CA 94088-3470
Re: Amdahl Corporation Registration Statement for Offering
of 5,000,000 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 July 22,
1996 (the "Registration Statement"), of 5,000,000 shares of
Amdahl Corporation common stock, par value of $0.05 per share,
which are to be offered and sold under the Amdahl Corporation
Employee Stock Purchase Plan (the "Purchase Plan"), I advise you
that in my opinion when the 5,000,000 shares of such common stock
that are issuable upon purchase under the Purchase 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
July 22, 1996
Exhibit 24
REGISTRATION STATEMENT
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Amdahl
Corporation, a Delaware corporation (the "Corporation"), do
hereby constitute and appoint John C. Lewis and Bruce J. Ryan and
each of them separately, the lawful attorneys-in-fact and agents
with full power and authority to perform all acts and to execute
any and all instruments which said attorneys and agents, and
either one of them, determine may be necessary, advisable or
required to enable the Corporation to comply with the Securities
Act of 1933, as amended, and any rules, 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/John C. Lewis Chairman of the Board, May 2, 1996
- ----------------------- President and
John C. Lewis Chief Executive Officer
(Principal Executive Officer)
/s/Bruce J. Ryan Executive Vice May 2, 1996
- ----------------------- President, Chief
Bruce J. Ryan Financial Officer and
Corporate Secretary
(Principal Financial Officer)
/s/Ernest B. Thompson Vice President and May 2, 1996
- ----------------------- Controller
Ernest B. Thompson (Principal Accounting Officer)
/s/Keizo Fukagawa Director May 2, 1996
- -----------------------
Keizo Fukagawa
/s/Michael R. Hallman Director May 2, 1996
- -----------------------
Michael R. Hallman
/s/E. F. Heizer, Jr. Director May 2, 1996
- -----------------------
E. F. Heizer, Jr.
/s/Kazuto Kojima Director May 2, 1996
- -----------------------
Kazuto Kojima
/s/Burton G. Malkiel Director May 2, 1996
- -----------------------
Burton G. Malkiel, Ph.D.
/s/George R. Packard Director May 2, 1996
- -----------------------
George R. Packard, Ph.D.
/s/Walter B. Reinhold Director May 2, 1996
- -----------------------
Walter B. Reinhold
/s/Takamitsu Tsuchimoto Director May 2, 1996
- -----------------------
Takamitsu Tsuchimoto
/s/J. Sidney Webb Director May 2, 1996
- -----------------------
J. Sidney Webb
