Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
Registration Statement
Under
The Securities Act of 1933
--------------------------
International Business Machines Corporation
-------------------------------------------
(Exact name of registrant as specified in its charter)
State of New York 13-0871985
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Armonk, New York 10504
- ------------------------------- -------------------
(Address of Principal Executive (Zip Code)
Offices)
Lotus Development Corporation 1992 Stock Option Plan;
Lotus Development Corporation
1986 Stock Option Plan for Non-Employee Directors;
Lotus Development Corporation
Amended and Restated 1983 Non-Qualified Stock Option Plan;
Lotus Development Corporation Iris Associates Stock Option Plan;
Soft-Switch, Inc. Amended and Restated Stock Option Plan
(collectively, the "Lotus Plans")
--------------------------------------
(Full title of the plan)
John E. Hickey, Secretary
International Business Machines Corporation
Armonk, New York 10504
(914) 765-1900
-----------------------------
(Name, address and telephone number
of agent for service)
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered: registered: share: price: fee:
- ----------- ----------- ---------- ------------- ------------
Capital Stock 6,200,000 $60.00* $372,000,000* $128,275.87
($1.25 Par Value) shares
*Estimated solely for the purpose of calculating the registration fee and
based on a weighted average of the exercise prices of Lotus Development
Corporation options issued under the Lotus Plans outstanding as of the date
hereof multiplied by a conversion factor to reflect the price at which such
options could be exercised to purchase shares of Capital Stock of IBM
on the date hereof pursuant to the Merger Agreement.
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<PAGE>
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 have been or will be sent or given to participating employees as
specified by Rule 428(b)(1) under the Securities Act of 1933, as
amended (the "Act"). These documents and the documents incorporated by
reference into this Registration Statement, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Act.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Annual Report of International Business Machines Corporation
("IBM") on Form 10-K for the fiscal year ended December 31, 1994 is
incorporated herein by reference. All other reports filed since
December 31, 1994 by IBM pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") are also
incorporated by reference. All documents filed by IBM pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the
date hereof and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Pursuant to the Agreement and Plan of Merger dated as of June 11, 1995
(the "Merger Agreement") among IBM, White Acquisition Corp. and Lotus
Development Corporation ("Lotus"), IBM agreed to assume all
outstanding stock options of Lotus issued pursuant to Lotus' stock
option plans (the "Lotus Options") as of the Effective Time (as
defined in the Merger Agreement) of the merger contemplated therein.
Under the Merger Agreement, each Lotus Option will be exercisable
under the same terms and conditions as under the applicable Lotus Plan
except that both the number of shares of Capital Stock of IBM for
which such option will be exercisable as well as the exercise price of
such option will be adjusted to reflect the difference between (i) the
average of the closing price of Capital Stock of IBM on the NYSE Composite
<PAGE>
Tape for the 30 consecutive trading days prior to the Effective Time,
which, as of the date hereof, was $94.17, and (ii) the merger price of
$64.00 per share of common stock of Lotus.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
The By-Laws of IBM (Article VI, Section 6) provide the following:
"The Corporation shall, to the fullest extent permitted by
applicable law as in effect at any time, indemnify any person made, or
threatened to be made, a party to an action or proceeding whether
civil or criminal (including an action or proceeding by or in the
right of the Corporation or any other corporation of any type or kind,
domestic or foreign, or any partnership, joint venture, trust,
employee benefit plan or other enterprise, for which any director or
officer of the Corporation served in any capacity at the request of
the Corporation), by reason of the fact that such person or such
person's testator or intestate was a director or officer of the
Corporation, or served such other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise in any
capacity, against judgments, fines, amounts paid in settlement and
reasonable expenses, including attorneys' fees actually and
necessarily incurred as a result of such action or proceeding, or any
appeal therein. Such indemnification shall be a contract right and
shall include the right to be paid advances of any expenses incurred
by such person in connection with such action, suit or proceeding,
consistent with the provisions of applicable law in effect at any
time. Indemnification shall be deemed to be 'permitted' within the
meaning of the first sentence hereof if it is not expressly prohibited
by applicable law as in effect at any time."
The Certificate of Incorporation of IBM (Article ELEVENTH) provides
the following:
"Pursuant to Section 402(b) of the Business Corporation Law
of the State of New York, the liability of the Corporation's directors
to the Corporation or its stockholders for damages for breach of duty
as a director shall be eliminated to the fullest extent permitted by
the Business Corporation Law of the State of New York, as it exists on
the date hereof or as it may hereafter be amended. No amendment to or
repeal of this Article shall apply to or have any effect on the
liability or alleged liability of any director of the corporation for
or with respect to any acts or omissions of such director occurring
prior to such amendment or repeal."
With certain limitations, Sections 721 through 726 of the New York
Business Corporation Law permit a corporation to indemnify a director
or officer made a party to an action (i) by a corporation or in its
<PAGE>
right in order to procure a judgment in its favor unless he shall have
breached his duties, or (ii) other than an action by or in the right
of the corporation in order to procure a judgment in its favor, if
such director or officer acted in good faith and in a manner he
reasonably believed to be in or, in certain cases not opposed to such
corporation's interest and additionally, in criminal actions, had no
reasonable cause to believe his conduct was unlawful.
In addition, IBM maintains directors' and officers' liability
insurance policies.
Item 8. Exhibits.
Exhibit Number Reference
- -------------- ---------
(4) Instruments defining the rights of security
holders, including indentures.....................................None
(5) Opinion re: legality
The opinion, dated June 30, 1995, of
Peter M. Acton, duly admitted to practice
in the State of New York and Associate
General Counsel of IBM, as to the legality of
the securities being registered........................Exhibit 5
(15) Letter re: unaudited interim financial information.............None
(23) Consents of experts and counsel
(a) the consent of Price Waterhouse LLP................Exhibit 23(a)
(b) the consent of Peter M. Acton (included in Exhibit 5)
(24) Powers of attorney........................................Exhibit 24
(28) Information from reports furnished to state insurance
regulatory authorities..........................................None
(99) Additional Exhibits.............................................None
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 to include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
<PAGE>
(2) that, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act and each filing of the Plan's annual
report pursuant to section 15(d) of the Exchange 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
The Registrant. 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 town of
North Castle, State of New York, on this 30th day of June, 1995.
INTERNATIONAL BUSINESS MACHINES CORPORATION
By
/s/JEROME B. YORK
-------------------------------------------
(Jerome B. York, Director, Senior Vice
President and Chief Financial Officer and
Acting Controller)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
- --------------------------------------------------------------------------
/s/JEROME B. YORK Director and June 30, 1995
- ----------------- Senior Vice President
Jerome B. York and Chief Financial
Officer (Principal
Financial Officer)
/s/JEROME B. YORK Acting Controller June 30, 1995
- ----------------- (Principal Accounting
Jerome B. York Officer)
Louis V. Gerstner, Jr. Chairman of the Board )
of Directors and Chief )
Executive Officer )
(Principal Executive )
Officer) )
) By:
Harold Brown Director ) /s/JEROME B. YORK
Fritz Gerber Director ) ----------------------
Nannerl O. Keohane Director ) (Jerome B. York,
Charles F. Knight Director ) Attorney-in-Fact)
Lucio A. Noto Director ) June 30, 1995
John B. Slaughter Director )
Alex Trotman Director )
Lodewijk C. van Wachem Director )
<PAGE>
EXHIBIT INDEX
EXHIBIT NO.
- -----------
5 Opinion of Peter M. Acton, Associate General Counsel
23(a) Consent of Independent Accountants
23(b) Consent of Counsel (included in Exhibit 5)
24 Powers of Attorney
<PAGE>
EXHIBIT 5
June 30, 1995
International Business Machines Corporation
Old Orchard Road
Armonk, NY 10504
Dear Sirs:
As Associate General Counsel of International Business Machines
Corporation (herein called the "Corporation") and an attorney duly
admitted to practice in the State of New York, I am familiar with the
proceedings by which it was organized, the proceedings by which its
Certificate of Incorporation has from time to time been amended, the
proceedings by which the Board of Directors of the Corporation
approved the Agreement and Plan of Merger dated as of June 11, 1995
(the "Merger Agreement") among the Corporation, White Acquisition
Corp. and Lotus Development Corporation and the merger contemplated
thereby (the "Merger"), the proceedings by which the assumption of the
Lotus Development Corporation 1992 Stock Option Plan, the Lotus
Development Corporation 1986 Stock Option Plan for Non-Employee
Directors, the Lotus Development Corporation Amended and Restated 1983
Non-Qualified Stock Option Plan, the Lotus Development Corporation
Iris Associates Stock Option Plan and the Soft-Switch, Inc. Amended
and Restated Stock Option Plan (collectively, the "Lotus Plans") upon
effectiveness of the Merger was approved by the Corporation and the
proceedings by which the Corporation was authorized to issue the
Capital Stock requiring this registration.
I have also reviewed such documents and records as I have deemed
necessary to enable me to express an informed opinion with respect to
the matters covered hereby.
Based upon the foregoing, I am of the opinion that:
1. The Corporation has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of New York; and,
2. The Lotus Plans will be duly and validly assumed upon effectiveness
of the Merger, and the shares of the Corporation's capital stock, par
value $1.25, being registered hereunder that may be issued to its
participants, when issued or sold in accordance with the Lotus Plans,
will be validly issued, fully paid and non-assessable, and no personal
liability will attach to the holders thereof under the laws of the
State of New York, in which the Corporation is incorporated and in
which its principal place of business is located.
<PAGE>
I hereby consent to the use of my name in the Registration Statement
as counsel who has passed upon the legality of the Capital Stock that
may be offered under this registration, and to the use of this opinion
as a part of the Registration Statement as required by Section 7 of
the Securities Act of 1933, as amended.
Very truly yours,
/s/PETER M. ACTON
------------------------
Peter M. Acton
Associate General Counsel
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January 20,
1995 appearing on page 35 of the 1994 Annual Report to Shareholders of
International Business Machines Corporation which is incorporated by
reference in International Business Machines Corporation's Annual
Report on Form 10-K for the year ended December 31, 1994. Furthermore,
we consent to the incorporation by reference of our report on the
Financial Statement Schedule which appears on page 7 of such Annual
Report on Form 10-K.
/s/PRICE WATERHOUSE LLP
-----------------------
PRICE WATERHOUSE LLP
New York, N.Y.
June 30, 1995
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY OF LOUIS V. GERSTNER, JR.
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned
Chairman of the Board of Directors and Chief Executive Officer of
International Business Machines Corporation, a New York corporation
(the "Corporation"), which is about to file with the Securities and
Exchange Commission (the "SEC"), Washington, D.C., under the
provisions of the Securities Act of 1933 one or more Registration
Statements on Form S-8, or other appropriate Form, for shares of
capital stock of the Corporation or other interests issuable (a) upon
the exercise of options assumed by the Corporation that were issued
under the following: (i) Lotus Development Corporation Iris Associates
Stock Option Plan, (ii) Lotus Development Corporation 1986 Stock
Option Plan for Non-Employee Directors, (iii) Lotus Development
Corporation Amended and Restated 1983 Non-Qualified Stock Option Plan,
(iv) Lotus Development Corporation 1992 Stock Option plan,
(v) Soft-Switch, Inc. Amended and Restated Stock Option Plan and (b) upon
the exercise of rights that were issued under the Lotus Development
Corporation Employee Stock Purchase Plan, to the extent the
obligations underlying such rights are assumed by the Corporation,
hereby constitute and appoint Jerome B. York, Lawrence R. Ricciardi,
Jeffrey D. Serkes, James M. Alic and John E. Hickey, and each of them,
my true and lawful attorneys-in-fact and agents, with full power act,
together or each without the others, for me and in my name, place and
stead, in any and all capacities, to sign, or cause to be signed
electronically, any and all of said Registration Statements (which
Registration Statements may constitute post-effective amendments to
registration statements previously files with the SEC) and any and all
amendments to the aforementioned Registration Statements and to file
said Registration Statements and amendments thereto so signed with all
exhibits thereto, and any and all other documents in connection
therewith, with the SEC, hereby granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and
perform any and all acts and things requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as I
might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this
Power of Attorney as of this 27th day of June, 1995.
/s/LOUIS V. GERSTNER, JR.
---------------------------
Louis V. Gerstner, Jr.
Chairman of the Board of
Directors and Chief
Executive Officer
<PAGE>
POWER OF ATTORNEY OF IBM DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned
Director of International Business Machines Corporation, a New York
corporation (the "Corporation"), which is about to file with the
Securities and Exchange Commission (the "SEC"), Washington, D.C.,
under the provisions of the Securities Act of 1933 one or more
Registration Statements on Form S-8, or other appropriate Form, for
shares of capital stock of the Corporation or other interests issuable
(a) upon the exercise of options assumed by the Corporation that were
issued under the following: (i) Lotus Development Corporation Iris
Associates Stock Option Plan, (ii) Lotus Development Corporation 1986
Stock Option Plan for Non-Employee Directors, (iii) Lotus Development
Corporation Amended and Restated 1983 Non-Qualified Stock Option Plan,
(iv) Lotus Development Corporation 1992 Stock Option Plan,
(v) Soft-Switch, Inc. Amended and Restated Stock Option Plan and (b) upon
the exercise of rights that were issued under the Lotus Development
Corporation Employee Stock Purchase Plan, to the extent the
obligations underlying such rights are assumed by the Corporation,
hereby constitute and appoint Louis V. Gerstner, Jr., Jerome B. York,
Lawrence R. Ricciardi, Jeffrey D. Serkes, James M. Alic and John E.
Hickey, and each of them, my true and lawful attorneys-in-fact and
agents, with full power to act, together or each without the others,
for me and in my name, place and stead, in any and all capacities, to
sign, or cause to be signed electronically, any and all of said
Registration Statements (which Registration Statements may constitute
post-effective amendments to registration statements previously filed
with the SEC) and any and all amendments to the aforementioned
Registration Statements and to file said Registration Statements and
amendments thereto so signed with all exhibits thereto, and any and
all other documents in connection therewith, with the SEC, hereby
granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as I might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or
any of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this
Power of Attorney as of this 27th day of June, 1995.
/s/HAROLD BROWN
---------------------------
Director
<PAGE>
POWER OF ATTORNEY OF IBM DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned
Director of International Business Machines Corporation, a New York
corporation (the "Corporation"), which is about to file with the
Securities and Exchange Commission (the "SEC"), Washington, D.C.,
under the provisions of the Securities Act of 1933 one or more
Registration Statements on Form S-8, or other appropriate Form, for
shares of capital stock of the Corporation or other interests issuable
(a) upon the exercise of options assumed by the Corporation that were
issued under the following: (i) Lotus Development Corporation Iris
Associates Stock Option Plan, (ii) Lotus Development Corporation 1986
Stock Option Plan for Non-Employee Directors, (iii) Lotus Development
Corporation Amended and Restated 1983 Non-Qualified Stock Option Plan,
(iv) Lotus Development Corporation 1992 Stock Option Plan,
(v) Soft-Switch, Inc. Amended and Restated Stock Option Plan and (b) upon
the exercise of rights that were issued under the Lotus Development
Corporation Employee Stock Purchase Plan, to the extent the
obligations underlying such rights are assumed by the Corporation,
hereby constitute and appoint Louis V. Gerstner, Jr., Jerome B. York,
Lawrence R. Ricciardi, Jeffrey D. Serkes, James M. Alic and John E.
Hickey, and each of them, my true and lawful attorneys-in-fact and
agents, with full power to act, together or each without the others,
for me and in my name, place and stead, in any and all capacities, to
sign, or cause to be signed electronically, any and all of said
Registration Statements (which Registration Statements may constitute
post-effective amendments to registration statements previously filed
with the SEC) and any and all amendments to the aforementioned
Registration Statements and to file said Registration Statements and
amendments thereto so signed with all exhibits thereto, and any and
all other documents in connection therewith, with the SEC, hereby
granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as I might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or
any of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this
Power of Attorney as of this 27th day of June, 1995.
/s/FRITZ GERBER
---------------------------
Director
<PAGE>
POWER OF ATTORNEY OF IBM DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned
Director of International Business Machines Corporation, a New York
corporation (the "Corporation"), which is about to file with the
Securities and Exchange Commission (the "SEC"), Washington, D.C.,
under the provisions of the Securities Act of 1933 one or more
Registration Statements on Form S-8, or other appropriate Form, for
shares of capital stock of the Corporation or other interests issuable
(a) upon the exercise of options assumed by the Corporation that were
issued under the following: (i) Lotus Development Corporation Iris
Associates Stock Option Plan, (ii) Lotus Development Corporation 1986
Stock Option Plan for Non-Employee Directors, (iii) Lotus Development
Corporation Amended and Restated 1983 Non-Qualified Stock Option Plan,
(iv) Lotus Development Corporation 1992 Stock Option Plan, (v)
Soft-Switch, Inc. Amended and Restated Stock Option Plan and (b) upon
the exercise of rights that were issued under the Lotus Development
Corporation Employee Stock Purchase Plan, to the extent the
obligations underlying such rights are assumed by the Corporation,
hereby constitute and appoint Louis V. Gerstner, Jr., Jerome B. York,
Lawrence R. Ricciardi, Jeffrey D. Serkes, James M. Alic and John E.
Hickey, and each of them, my true and lawful attorneys-in-fact and
agents, with full power to act, together or each without the others,
for me and in my name, place and stead, in any and all capacities, to
sign, or cause to be signed electronically, any and all of said
Registration Statements (which Registration Statements may constitute
post-effective amendments to registration statements previously filed
with the SEC) and any and all amendments to the aforementioned
Registration Statements and to file said Registration Statements and
amendments thereto so signed with all exhibits thereto, and any and
all other documents in connection therewith, with the SEC, hereby
granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as I might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or
any of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this
Power of Attorney as of this 27th day of June, 1995.
/s/NANNERL O. KEOHANE
---------------------------
Director
<PAGE>
POWER OF ATTORNEY OF IBM DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned
Director of International Business Machines Corporation, a New York
corporation (the "Corporation"), which is about to file with the
Securities and Exchange Commission (the "SEC"), Washington, D.C.,
under the provisions of the Securities Act of 1933 one or more
Registration Statements on Form S-8, or other appropriate Form, for
shares of capital stock of the Corporation or other interests issuable
(a) upon the exercise of options assumed by the Corporation that were
issued under the following: (i) Lotus Development Corporation Iris
Associates Stock Option Plan, (ii) Lotus Development Corporation 1986
Stock Option Plan for Non-Employee Directors, (iii) Lotus Development
Corporation Amended and Restated 1983 Non-Qualified Stock Option Plan,
(iv) Lotus Development Corporation 1992 Stock Option Plan,
(v) Soft-Switch, Inc. Amended and Restated Stock Option Plan and (b) upon
the exercise of rights that were issued under the Lotus Development
Corporation Employee Stock Purchase Plan, to the extent the
obligations underlying such rights are assumed by the Corporation,
hereby constitute and appoint Louis V. Gerstner, Jr., Jerome B. York,
Lawrence R. Ricciardi, Jeffrey D. Serkes, James M. Alic and John E.
Hickey, and each of them, my true and lawful attorneys-in-fact and
agents, with full power to act, together or each without the others,
for me and in my name, place and stead, in any and all capacities, to
sign, or cause to be signed electronically, any and all of said
Registration Statements (which Registration Statements may constitute
post-effective amendments to registration statements previously filed
with the SEC) and any and all amendments to the aforementioned
Registration Statements and to file said Registration Statements and
amendments thereto so signed with all exhibits thereto, and any and
all other documents in connection therewith, with the SEC, hereby
granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as I might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or
any of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this
Power of Attorney as of this 27th day of June, 1995.
/s/CHARLES F. KNIGHT
---------------------------
Director
<PAGE>
POWER OF ATTORNEY OF IBM DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned
Director of International Business Machines Corporation, a New York
corporation (the "Corporation"), which is about to file with the
Securities and Exchange Commission (the "SEC"), Washington, D.C.,
under the provisions of the Securities Act of 1933 one or more
Registration Statements on Form S-8, or other appropriate Form, for
shares of capital stock of the Corporation or other interests issuable
(a) upon the exercise of options assumed by the Corporation that were
issued under the following: (i) Lotus Development Corporation Iris
Associates Stock Option Plan, (ii) Lotus Development Corporation 1986
Stock Option Plan for Non-Employee Directors, (iii) Lotus Development
Corporation Amended and Restated 1983 Non-Qualified Stock Option Plan,
(iv) Lotus Development Corporation 1992 Stock Option Plan,
(v) Soft-Switch, Inc. Amended and Restated Stock Option Plan and (b) upon
the exercise of rights that were issued under the Lotus Development
Corporation Employee Stock Purchase Plan, to the extent the
obligations underlying such rights are assumed by the Corporation,
hereby constitute and appoint Louis V. Gerstner, Jr., Jerome B. York,
Lawrence R. Ricciardi, Jeffrey D. Serkes, James M. Alic and John E.
Hickey, and each of them, my true and lawful attorneys-in-fact and
agents, with full power to act, together or each without the others,
for me and in my name, place and stead, in any and all capacities, to
sign, or cause to be signed electronically, any and all of said
Registration Statements (which Registration Statements may constitute
post-effective amendments to registration statements previously filed
with the SEC) and any and all amendments to the aforementioned
Registration Statements and to file said Registration Statements and
amendments thereto so signed with all exhibits thereto, and any and
all other documents in connection therewith, with the SEC, hereby
granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as I might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or
any of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this
Power of Attorney as of this 27th day of June, 1995.
/s/LUCIO A. NOTO
---------------------------
Director
<PAGE>
POWER OF ATTORNEY OF IBM DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned
Director of International Business Machines Corporation, a New York
corporation (the "Corporation"), which is about to file with the
Securities and Exchange Commission (the "SEC"), Washington, D.C.,
under the provisions of the Securities Act of 1933 one or more
Registration Statements on Form S-8, or other appropriate Form, for
shares of capital stock of the Corporation or other interests issuable
(a) upon the exercise of options assumed by the Corporation that were
issued under the following: (i) Lotus Development Corporation Iris
Associates Stock Option Plan, (ii) Lotus Development Corporation 1986
Stock Option Plan for Non-Employee Directors, (iii) Lotus Development
Corporation Amended and Restated 1983 Non-Qualified Stock Option Plan,
(iv) Lotus Development Corporation 1992 Stock Option Plan,
(v) Soft-Switch, Inc. Amended and Restated Stock Option Plan and (b) upon
the exercise of rights that were issued under the Lotus Development
Corporation Employee Stock Purchase Plan, to the extent the
obligations underlying such rights are assumed by the Corporation,
hereby constitute and appoint Louis V. Gerstner, Jr., Jerome B. York,
Lawrence R. Ricciardi, Jeffrey D. Serkes, James M. Alic and John E.
Hickey, and each of them, my true and lawful attorneys-in-fact and
agents, with full power to act, together or each without the others,
for me and in my name, place and stead, in any and all capacities, to
sign, or cause to be signed electronically, any and all of said
Registration Statements (which Registration Statements may constitute
post-effective amendments to registration statements previously filed
with the SEC) and any and all amendments to the aforementioned
Registration Statements and to file said Registration Statements and
amendments thereto so signed with all exhibits thereto, and any and
all other documents in connection therewith, with the SEC, hereby
granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as I might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or
any of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this
Power of Attorney as of this 27th day of June, 1995.
/s/JOHN B. SLAUGHTER
---------------------------
Director
<PAGE>
POWER OF ATTORNEY OF IBM DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned
Director of International Business Machines Corporation, a New York
corporation (the "Corporation"), which is about to file with the
Securities and Exchange Commission (the "SEC"), Washington, D.C.,
under the provisions of the Securities Act of 1933 one or more
Registration Statements on Form S-8, or other appropriate Form, for
shares of capital stock of the Corporation or other interests issuable
(a) upon the exercise of options assumed by the Corporation that were
issued under the following: (i) Lotus Development Corporation Iris
Associates Stock Option Plan, (ii) Lotus Development Corporation 1986
Stock Option Plan for Non-Employee Directors, (iii) Lotus Development
Corporation Amended and Restated 1983 Non-Qualified Stock Option Plan,
(iv) Lotus Development Corporation 1992 Stock Option Plan,
(v) Soft-Switch, Inc. Amended and Restated Stock Option Plan and (b) upon
the exercise of rights that were issued under the Lotus Development
Corporation Employee Stock Purchase Plan, to the extent the
obligations underlying such rights are assumed by the Corporation,
hereby constitute and appoint Louis V. Gerstner, Jr., Jerome B. York,
Lawrence R. Ricciardi, Jeffrey D. Serkes, James M. Alic and John E.
Hickey, and each of them, my true and lawful attorneys-in-fact and
agents, with full power to act, together or each without the others,
for me and in my name, place and stead, in any and all capacities, to
sign, or cause to be signed electronically, any and all of said
Registration Statements (which Registration Statements may constitute
post-effective amendments to registration statements previously filed
with the SEC) and any and all amendments to the aforementioned
Registration Statements and to file said Registration Statements and
amendments thereto so signed with all exhibits thereto, and any and
all other documents in connection therewith, with the SEC, hereby
granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as I might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or
any of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this
Power of Attorney as of this 27th day of June, 1995.
/s/ALEX TROTMAN
---------------------------
Director
<PAGE>
POWER OF ATTORNEY OF IBM DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned
Director of International Business Machines Corporation, a New York
corporation (the "Corporation"), which is about to file with the
Securities and Exchange Commission (the "SEC"), Washington, D.C.,
under the provisions of the Securities Act of 1933 one or more
Registration Statements on Form S-8, or other appropriate Form, for
shares of capital stock of the Corporation or other interests issuable
(a) upon the exercise of options assumed by the Corporation that were
issued under the following: (i) Lotus Development Corporation Iris
Associates Stock Option Plan, (ii) Lotus Development Corporation 1986
Stock Option Plan for Non-Employee Directors, (iii) Lotus Development
Corporation Amended and Restated 1983 Non-Qualified Stock Option Plan,
(iv) Lotus Development Corporation 1992 Stock Option Plan,
(v) Soft-Switch, Inc. Amended and Restated Stock Option Plan and (b) upon
the exercise of rights that were issued under the Lotus Development
Corporation Employee Stock Purchase Plan, to the extent the
obligations underlying such rights are assumed by the Corporation,
hereby constitute and appoint Louis V. Gerstner, Jr., Jerome B. York,
Lawrence R. Ricciardi, Jeffrey D. Serkes, James M. Alic and John E.
Hickey, and each of them, my true and lawful attorneys-in-fact and
agents, with full power to act, together or each without the others,
for me and in my name, place and stead, in any and all capacities, to
sign, or cause to be signed electronically, any and all of said
Registration Statements (which Registration Statements may constitute
post-effective amendments to registration statements previously filed
with the SEC) and any and all amendments to the aforementioned
Registration Statements and to file said Registration Statements and
amendments thereto so signed with all exhibits thereto, and any and
all other documents in connection therewith, with the SEC, hereby
granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as I might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or
any of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this
Power of Attorney as of this 27th day of June, 1995.
/s/LODEWIJK C. VAN WACHEM
---------------------------
Director
