Electronically Transmitted to the Securities and Exchange
Commission on May 30, 1997
Registration No. 333-27669
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
==============
International Business Machines Corporation
(Exact name of registrant as specified in its charter)
New York 13-0871985
(State or other jurisdiction of (I.R.S. employer identification
incorporation or organization) number)
Armonk, New York 10504
(914) 765-1900
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
---------------
LAWRENCE R. RICCIARDI
Senior Vice President and General Counsel
INTERNATIONAL BUSINESS MACHINES CORPORATION
Armonk, New York 10504
(914) 765-1900
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration
Statement.
---------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. [ ]
---------------------------
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities to Amount to Price Per Offering Registration
be Registered be Registered Share (1) Price (1) Fee
- --------------------------------------------------------------------------------
Capital Stock 519,116 shares $168.62 $ 87,533,339.92 $26,525.25
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment that specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
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<PAGE>
[PART II]
Item 16. Exhibits
(4) - Restated Certificate of Incorporation of the
Company*
(5) - Opinion of David S. Hershberg, Esq. ***
(23)(a) - Consent of Independent Accountants. **
(23)(b) - Consent of David S. Hershberg, Esq. (included in
Exhibit 5).
(24)(a) - Powers of Attorney ***
(24)(b) - Certified copy of a resolution adopted by the
Company's Board of Directors authorizing
execution of the registration statement by power
of attorney. ***
- ----------
* Incorporated by reference to Exhibit VI of the Company's Form 10-K for the
year ended December 31, 1992.
** Filed with Amendment No. 1 to the original Registration Statement on May 29,
1997.
*** Filed with the original Registration Statement on May 22, 1997.
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<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-3 and has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, on the 30th day of May, 1997.
INTERNATIONAL BUSINESS
MACHINES CORPORATION,
By: *
--------------------------------
Louis V. Gerstner, Jr.
Chairman of the Board of Directors
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
* Chairman of the Board May 30, 1997
- ------------------------ and Chief Executive
Louis V. Gerstner Jr. Officer (Principal
Executive Officer)
* Senior Vice President May 30, 1997
- ------------------------- Chief Financial Officer
G. Richard Thoman (Principal Financial
Officer)
* Vice President and May 30, 1997
- ------------------------ Controller (Principal
John R. Joyce Accounting Officer)
* Director May 30, 1997
------------------------
Cathleen Black
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<PAGE>
* Director May 30, 1997
------------------------
Harold Brown
* Director May 30, 1997
------------------------
Juergen Dormann
* Director May 30, 1997
------------------------
Nannerl O. Keohane
* Director May 30, 1997
------------------------
Charles F. Knight
* Director May 30, 1997
- --------------------------
Lucio A. Noto
* Director May 30, 1997
------------------------
John B. Slaughter
* Director May 30, 1997
------------------------
Alex Trotman
* Director May 30, 1997
- --------------------------
Lodewijk C. van Wachem
* Director May 30, 1997
- --------------------------
Charles M. Vest
*By: /s/ Jeffrey D. Serkes
- ------------------------------
Jeffrey D. Serkes
Attorney-in-Fact
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<PAGE>
INDEX TO EXHIBITS
Sequential page
Exhibit number
(4) - Restated Certificate of
Incorporation of the
Company. *
(5) - Opinion of David S.
Hershberg, Esq. ***
(23)(a) - Consent of Independent
Accountants. **
(23)(b) - Consent of David S.
Hershberg, Esq. (included in
Exhibit 5).
(24)(a) - Powers of Attorney. ***
(24)(b) - Certified copy of
minutes adopted by
the Company's Board of
Directors authorizing
execution of the
registration statement
by power of attorney. ***
- ----------
* Incorporated by reference to Exhibit VI of the Company's Form 10-K for the
year ended December 31, 1992.
** Filed with Amendment No. 1 to the original Registration Statement on May
29, 1997.
*** Filed with the original Registration Statement on May 22, 1997.
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