As Filed with the Securities and Exchange Commission on September 27, 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)
----------------------
CPLabs Holdings 1995 Stock Option Plan
CPLabs Holdings 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)
----------------------
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
Common Stock, par value
$.20 per share 385,000[1] $4.12 [2] $1,586,200[2] $440.97
- -----------------------------------------------------------------------------
[1] Based on 11,831,518 shares subject to outstanding options under the
CPLabs Holdings 1995 Stock Option Plan and the CPLabs Holdings 1997
Stock Option Plan.
[2] Estimated solely for the purpose of determining the registration
fee in accordance with Rule 457(f) under the Securities Act of 1933 on
the basis of the book value of the securities to be received by the
registrant in the transaction.
<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 27, 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 capacity,
<PAGE>
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 27, 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 27th 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 27th day of September, 1999.
Signature Title
* Chairman of the Board of Directors and
- ------------------------------- Chief Executive Officer (Principal
Louis V. Gerstner, Jr. Executive Officer)
* Senior Vice President and Chief
- ------------------------------- Financial Officer (Principal Financial
Douglas L. Maine Officer)
* Vice President and Controller
- -------------------------------
Mark Loughridge
* Director
- -------------------------------
Cathleen Black
* Director
- -------------------------------
Kenneth I. Chenault
* Director
- -------------------------------
Nannerl O. Keohane
* 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-in-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 Powers of Attorney
<PAGE>
EXHIBIT 5
September 27, 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 CPLabs Holdings 1995 Stock
Option Plan and the CPLabs Holdings 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 27, 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 DASCOM,
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 27th day of July, 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 DASCOM,
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 27th day of July, 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 DASCOM, 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 27th day of July, 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
DASCOM, 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 27th day of July, 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
DASCOM, 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 27th day of July, 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
DASCOM, 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 27th day of July, 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
DASCOM, 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 27th day of July, 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
DASCOM, 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 27th day of July, 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
DASCOM, 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 27th day of July, 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
DASCOM, 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 27th day of July, 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
DASCOM, 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 27th day of July, 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
DASCOM, 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 27th day of July, 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
DASCOM, 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 27th day of July, 1999.
/s/ Charles M. Vest
--------------------------------------
Director
