As Filed with the Securities and Exchange Commission on September 24 1999
Registration No. 333-
==========================================================================
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)
New York 13-0871985
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
New Orchard Road
Armonk, New York 10504
(Address of Principal Executive Offices)
----------------------
Sequent Computer Systems, Inc. 1987 Employee Stock Option Plan
Sequent Computer Systems, Inc. 1989 Stock Incentive Plan
Sequent Computer Systems, Inc. 1995 Stock Incentive Plan
Sequent Computer Systems, Inc. 1996 Stock Option Plan
Sequent Computer Systems, Inc. 1997 Stock Option Plan
----------------------
Andrew Bonzani, Esq.
Assistant Secretary and Senior Counsel
International Business Machines Corporation
Armonk, New York 10504
(914) 499-1900
(Name, address and telephone number, including area code, of agent for service)
----------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed maximum Proposed maximum
securities to be offering price per aggregate offering Amount of
to be registered registered share price registration fee
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Common Stock, par value $.20 per share 1,288,100 [1] $17.78125 [2] $22,904,028.13 [2] $6,367.32
- -------------------------------------------------------------------------------------------------------------------
[1] Based on 9,248,282 shares subject to outstanding options under the Sequent Computer
Systems, Inc. 1987 Employee Stock Option Plan, the Sequent Computer Systems, Inc. 1989 Stock
Incentive Plan, the Sequent Computer Systems, Inc. 1995 Stock Incentive Plan, the Sequent
Computer Systems, Inc. 1996 Stock Option Plan and the Sequent Computer Systems, Inc. 1997 Stock
Option Plan.
[2] Estimated solely for the purpose of determining the registration fee in accordance with
Rule 457(h) under the Securities Act of 1933 on the basis of the highest and lowest prices of
the registrant's Common Stock reported on the New York Stock Exchange Composite Tape on
September 21, 1999.
- -----------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed with the Securities and Exchange
Commission are incorporated by reference herein and shall be deemed a
part hereof:
(a) The Annual Report of International Business Machines
Corporation ("IBM") on Form 10-K for the fiscal year ended December
31, 1998, filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act").
(b) All other reports filed by IBM pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 1998.
(c) The description of IBM's common stock, contained in IBM's
registration statements filed pursuant to Section 12 of the Exchange
Act, and any amendment or report filed for the purpose of updating
any such description.
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 5. Interests of Named Experts and Counsel.
The validity of the IBM common stock, par value $.20 per share,
offered hereby has been passed upon by Andrew Bonzani, Assistant
Secretary and Senior Counsel of IBM. As of September 23, 1999, Mr.
Bonzani beneficially owns shares of IBM common stock, par value $.20
per share, and options to purchase shares of IBM common stock, par
value $.20 per share.
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
<PAGE>
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 the
time."
The Certificate of Incorporation of IBM (Article Eleven) 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 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 Description
- --------------- ------------
5 The opinion, dated September 23, 1999, of Andrew Bonzani, Esq.,
Assistant Secretary and Senior Counsel of IBM
23.1 Consent of Independent Accountants
23.2 Consent of Counsel (included in Exhibit 5)
24 Powers 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 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;
(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
<PAGE>
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 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the
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 Securities Act of 1933 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 Securities Act of 1933 and will be governed by the final
adjudication of such issue.
<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 town of North Castle,
State of New York, on the 23rd day of September 1999.
INTERNATIONAL BUSINESS MACHINES
CORPORATION
By
/s/ Andrew Bonzani
---------------------------------
(Andrew Bonzani, Esq., Assistant
Secretary and Senior Counsel)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 23rd day of September, 1999.
Signature Title
- --------- -----
*
- ----------------------------- Chairman of the Board of Directors
Louis V. Gerstner, Jr. and Chief Executive Officer (Principal
Executive Officer)
*
- ----------------------------- Senior Vice President and
Douglas L. Maine Chief Financial Officer (Principal
Financial Officer)
*
- ----------------------------- Vice President and Controller
Mark Loughridge
*
- ----------------------------- Director
Cathleen Black
*
- ----------------------------- Director
Kenneth I. Chenault
*
- ----------------------------- Director
Nannerl O. Keohane
Director
*
- ----------------------------- Director
Charles F. Knight
*
- ----------------------------- Director
Minoru Makihara
*
- ----------------------------- Director
Lucio A. Noto
*
- ----------------------------- Director
John B. Slaughter
<PAGE>
*
- ----------------------------- Director
Alex Trotman
*
- ----------------------------- Director
Lodewijk C. van Wachem
*
- ----------------------------- Director
Charles M. Vest
*The undersigned, by signing his name hereto, does hereby execute
this Registration Statement pursuant to powers of attorney filed as
exhibits to this Registration Statement.
by: /s/ Andrew Bonzani
---------------------------
Andrew Bonzani, Esq.
Attorney-n-Fact
<PAGE>
EXHIBIT INDEX
EXHIBIT NO.
5 Opinion of Andrew Bonzani, Esq., Assistant Secretary and Senior
Counsel
23.1 Consent of Independent Accountants 23.2 Consent of Counsel
(included in Exhibit 5)
24 Power of Attorney
<PAGE>
September 23, 1999
International Business Machines Corporation
New Orchard Road
Armonk, NY 10504
Ladies and Gentlemen:
I am Assistant Secretary and Senior 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 Registration Statement on Form S-8 (the "Registration Statement")
under the Securities Act of 1933 (the "Securities Act") regarding the
shares of common stock, par value $.20 per share, of the Corporation (the
"Shares") to be issued pursuant to the Sequent Computer Systems, Inc.
1987 Employee Stock Option Plan, the Sequent Computer Systems, Inc. 1989
Stock Incentive Plan, the Sequent Computer Systems, Inc. 1995 Stock
Incentive Plan, the Sequent Computer Systems, Inc. 1996 Stock Option Plan
and the Sequent Computer Systems, Inc. 1997 Stock Option Plan
(collectively, the "Plans").
I have reviewed such documents and records as I have deemed necessary or
appropriate 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, when issued or sold
in accordance with the terms of the Plans, the Shares will be validly
issued, fully paid and nonassessable.
I hereby consent to the use of my name in the Registration Statement as
counsel who has passed upon the legality of the Shares, and to the use of
this opinion as part of the Registration Statement as required by Section
7 of the Securities Act.
Very truly yours,
/s/ Andrew Bonzani
--------------------------------
Andrew Bonzani, Esq.
Assistant Secretary and Senior Counsel
<PAGE>
EXHIBIT 23.1
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 21, 1999, which appears
on page 53 of the 1998 Annual Report to Stockholders 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, 1998. We also consent to the
incorporation by reference of our report on the Financial Statement
Schedule which appears on page 11 of such Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
-------------------------------
PricewaterhouseCoopers LLP
New York, New York
September 23, 1999
<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 and Chief Executive Officer of International Business
Machines Corporation, a New York corporation (the "Corporation"), which
is to file with the Securities and Exchange Commission (the "SEC") 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 upon the exercise or
surrender of options assumed or exchanged by the Corporation that were
issued by Sequent Computer Systems, Inc., hereby constitute and appoint
Lawrence R. Ricciardi, Douglas L. Maine, Mark Loughridge, Daniel E.
O'Donnell, Walter S. Berman, and Andrew Bonzani, 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 with 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 29th day of June, 1999.
/s/ Louis V. Gerstner, Jr.
----------------------------------
Louis V. Gerstner, Jr.
Chairman of the Board of Directors
and Chief Executive Officer
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY OF DOUGLAS L. MAINE
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned Senior
Vice President and Chief Financial Officer of International Business
Machines Corporation, a New York corporation (the "Corporation"), which
is to file with the Securities and Exchange Commission (the "SEC") 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 upon the exercise or
surrender of options assumed or exchanged by the Corporation that were
issued by Sequent Computer Systems, Inc., hereby constitute and appoint
Lawrence R. Ricciardi, Mark Loughridge, Daniel E. O'Donnell, Walter S.
Berman, and Andrew Bonzani, 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 with 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 29th day of June, 1999.
/s/ Douglas L. Maine
---------------------------
Douglas L. Maine
Senior Vice President and
Chief Financial Officer
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY OF MARK LOUGHRIDGE
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned Vice
President and Controller of International Business Machines Corporation,
a New York corporation (the "Corporation"), which is to file with the
Securities and Exchange Commission (the "SEC") 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 upon the exercise or surrender of
options assumed or exchanged by the Corporation that were issued by
Sequent Computer Systems, Inc., hereby constitute and appoint Lawrence R.
Ricciardi, Douglas L. Maine, Daniel E. O'Donnell, Walter S. Berman, and
Andrew Bonzani, 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 with 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 29th day of June, 1999.
/s/ Mark Loughridge
-----------------------------
Mark Loughridge
Vice President and Controller
<PAGE>
EXHIBIT 24
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 to file with the Securities and Exchange
Commission (the "SEC") 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 upon the exercise or surrender of options assumed or exchanged
by the Corporation that were issued by Sequent Computer Systems, Inc.,
hereby constitute and appoint Lawrence R. Ricciardi, Douglas L. Maine,
Mark Loughridge, Daniel E. O'Donnell, Walter S. Berman, and Andrew
Bonzani, 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 with 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 29th day of June, 1999.
/s/ Cathleen Black
------------------------
Director
<PAGE>
EXHIBIT 24
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 to file with the Securities and Exchange
Commission (the "SEC") 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 upon the exercise or surrender of options assumed or exchanged
by the Corporation that were issued by Sequent Computer Systems, Inc.,
hereby constitute and appoint Lawrence R. Ricciardi, Douglas L. Maine,
Mark Loughridge, Daniel E. O'Donnell, Walter S. Berman, and Andrew
Bonzani, 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 with 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 29th day of June, 1999.
/s/ Kenneth I. Chenault
---------------------------
Director
<PAGE>
EXHIBIT 24
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 to file with the Securities and Exchange
Commission (the "SEC") 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 upon the exercise or surrender of options assumed or exchanged
by the Corporation that were issued by Sequent Computer Systems, Inc.,
hereby constitute and appoint Lawrence R. Ricciardi, Douglas L. Maine,
Mark Loughridge, Daniel E. O'Donnell, Walter S. Berman, and Andrew
Bonzani, 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 with 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 29th day of June, 1999.
/s/ Nannerl O. Keohane
---------------------------
Director
<PAGE>
EXHIBIT 24
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 to file with the Securities and Exchange
Commission (the "SEC") 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 upon the exercise or surrender of options assumed or exchanged
by the Corporation that were issued by Sequent Computer Systems, Inc.,
hereby constitute and appoint Lawrence R. Ricciardi, Douglas L. Maine,
Mark Loughridge, Daniel E. O'Donnell, Walter S. Berman, and Andrew
Bonzani, 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 with 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 29th day of June, 1999.
/s/ Charles F. Knight
--------------------------
Director
<PAGE>
EXHIBIT 24
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 to file with the Securities and Exchange
Commission (the "SEC") 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 upon the exercise or surrender of options assumed or exchanged
by the Corporation that were issued by Sequent Computer Systems, Inc.,
hereby constitute and appoint Lawrence R. Ricciardi, Douglas L. Maine,
Mark Loughridge, Daniel E. O'Donnell, Walter S. Berman, and Andrew
Bonzani, 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 with 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 29th day of June, 1999.
/s/ Minoru Makihara
----------------------------
Director
<PAGE>
EXHIBIT 24
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 to file with the Securities and Exchange
Commission (the "SEC") 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 upon the exercise or surrender of options assumed or exchanged
by the Corporation that were issued by Sequent Computer Systems, Inc.,
hereby constitute and appoint Lawrence R. Ricciardi, Douglas L. Maine,
Mark Loughridge, Daniel E. O'Donnell, Walter S. Berman, and Andrew
Bonzani, 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 with 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 29th day of June, 1999.
/s/ Lucio A. Noto
----------------------
Director
<PAGE>
EXHIBIT 24
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 to file with the Securities and Exchange
Commission (the "SEC") 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 upon the exercise or surrender of options assumed or exchanged
by the Corporation that were issued by Sequent Computer Systems, Inc.,
hereby constitute and appoint Lawrence R. Ricciardi, Douglas L. Maine,
Mark Loughridge, Daniel E. O'Donnell, Walter S. Berman, and Andrew
Bonzani, 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 with 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 29th day of September, 1999.
/s/ John B. Slaughter
---------------------------
Director
<PAGE>
EXHIBIT 24
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 to file with the Securities and Exchange
Commission (the "SEC") 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 upon the exercise or surrender of options assumed or exchanged
by the Corporation that were issued by Sequent Computer Systems, Inc.,
hereby constitute and appoint Lawrence R. Ricciardi, Douglas L. Maine,
Mark Loughridge, Daniel E. O'Donnell, Walter S. Berman, and Andrew
Bonzani, 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 with 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 29th day of June, 1999.
/s/ Alex Trotman
----------------------
Director
<PAGE>
EXHIBIT 24
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 to file with the Securities and Exchange
Commission (the "SEC") 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 upon the exercise or surrender of options assumed or exchanged
by the Corporation that were issued by Sequent Computer Systems, Inc.,
hereby constitute and appoint Lawrence R. Ricciardi, Douglas L. Maine,
Mark Loughridge, Daniel E. O'Donnell, Walter S. Berman, and Andrew
Bonzani, 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 with 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 29th day of June, 1999.
/s/ Lodewijk C. van Wachem
----------------------------
Director
<PAGE>
EXHIBIT 24
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 to file with the Securities and Exchange
Commission (the "SEC") 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 upon the exercise or surrender of options assumed or exchanged
by the Corporation that were issued by Sequent Computer Systems, Inc.,
hereby constitute and appoint Lawrence R. Ricciardi, Douglas L. Maine,
Mark Loughridge, Daniel E. O'Donnell, Walter S. Berman, and Andrew
Bonzani, 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 with 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 29th day of June, 1999.
/s/ Charles M. Vest
--------------------------
Director
